Reports; Audits. Except for matters that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) as applicable, the Credit Parties have timely filed or caused to be timely filed, all cost reports and other reports of every kind whatsoever required by law or by written contracts or otherwise to have been filed or made with respect to such Credit Party’s business and operations; (ii) there are no claims, actions or appeals pending (and each Credit Party has not filed any claims or reports which should result in any such claims, actions or appeals) before any commission, board or agency, including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of CMS, with respect to cost reports or claims filed by any Credit Party under any Government Reimbursement Program, or any disallowance by any commission, board or agency in connection with any audit of such cost reports or claims; and (iii) no validation review or program integrity review related to any Credit Party, or the consummation of the transactions contemplated in the Credit Documents, have been conducted by any commission, board or agency in connection with any Government Reimbursement Program, and to the actual knowledge of the Responsible Officers of the Borrower, no such reviews are scheduled, pending or threatened against or affecting any Credit Party, any Credit Party’s employees or agents, or the consummation of the transactions contemplated hereby.
Reports; Audits. Within ninety (90) days following the last day of each calendar year, Company shall provide to Founder a written statement (i) stating (as applicable) the aggregate Net Sales, by country, of each Product sold during the relevant calendar year by Company, its Affiliates and Licensees, and (ii) detailing the calculation of amounts due pursuant to Section 1.2(e) for such calendar year.
Reports; Audits. (a) Until the expiration of the Term as to all Licensed Products in all countries, Fulcrum agrees to make written reports to GSK within [**] after the end of each Calendar Quarter covering sales by Fulcrum, its Affiliates and Sublicensees of any Licensed Product that is subject to Fulcrum’s royalty obligations hereunder on a country-by-country basis during such Calendar Quarter. Each such written report shall provide (a) the Net Sales during such Calendar Quarter, in US dollars, (b) the royalties payable, in US dollars, which accrued hereunder with respect to such Net Sales and (c) the exchange rate used in calculating any of the foregoing. The information contained in each report under this Section 3.5 shall be considered Confidential Information of Fulcrum and its Affiliates.
(b) Fulcrum agrees, upon not less than [**] prior written notice, to permit, and to require its Affiliates and Sublicensees to permit, an independent accounting firm selected by GSK and reasonably acceptable to Fulcrum to examine the books and records relating to any Licensed Product for the purpose of verifying reports provided by Fulcrum under Section 3.5(a). Such audit shall not (i) be performed more frequently than [**] period (unless a previous audit during such [**] period revealed a material discrepancy with respect to such period), or (ii) be repeated for any Calendar Quarter, and shall be conducted for the sole purpose of verifying the accuracy and completeness of all financial, accounting and numerical information and calculations provided under this Agreement. The independent accounting firm shall have the right to make copies of relevant portions of Fulcrum’s books and records; provided that any such copies shall be the Confidential Information of Fulcrum, shall be protected by appropriate confidentiality obligations and shall not be shared with GSK or any other Person. The independent accounting firm will prepare and provide to the Parties a written report stating only whether the reports submitted, and amounts paid hereunder were correct or incorrect, and the amounts of any discrepancies. GSK shall bear the cost of any audit conducted under this Section 3.5(b) unless a discrepancy greater than [**] percent ([**]%) over any Calendar Year is found, in which case Fulcrum shall bear the cost of such audit.
Reports; Audits. 13.1 Each quarter & year MCI shall provide Systems Provider a forecast of its total dollar purchases from Systems Provider, including purchases for internal use by MCI and by MCI's customer's. Forecasts shall be submitted to Systems Provider's Relationship Director. Forecasts are non-binding and are for planning purposes only.
13.2 Systems Provider shall submit monthly, a detailed report of all purchases under this Agreement. Report shall include, but will not be limited to, equipment purchased by Product and the associated stocking number, cancellations, Purchase Order number, price invoiced, and delivery date. Report is due to MCI within 15 days of reporting month and shall be in Microsoft Excel format; version 6.0.
Reports; Audits. 25.1 Quarterly accounting statements, in a form as mutually agreed by the Parties, shall be sent by SportsLine to the other Parties reporting in reasonable detail the information required to determine the revenue, expense and profit calculations contemplated by this Agreement on May 15, August 15, November 15 and February 15 of each year.
(a) During the Term and for at least two (2) fiscal years thereafter the Parties shall maintain complete and accurate books of accounting and records in connection with the performance of financial obligations under this Agreement, including without limitation: (i) SportsLine's actual hosting and production expenses of the NFL Sites (as compared to the budgeted expenses set forth in the Budgets); (ii) records evincing the NFLE Sponsorship Credit Amount referred to in Section 11.13(b); (iii) the calculation of the Emerging Media Rights net profits; (iv) SportsLine's records relating to advertising insertion orders and related revenues as contemplated in Section 11; and (v) associated invoices and other financial records (including evidence of insertion and serving) related to the foregoing (such documents referred to in (i) through (v) are collectively referred to as "Records").
(b) During the Term and for two (2) fiscal years thereafter each of the Parties, through their duly authorized representatives (who shall be a firm of certified public accountants of nationally recognized standing) shall have the right during business hours and upon reasonable prior written notice, to inspect and examine the Records for the sole purpose of ensuring compliance with this Agreement, provided, -------- such inspections/examinations shall not occur more than once per fiscal year. Each Party agrees to cooperate reasonably with the auditing Party or such auditor and shall not cause or permit any interference with the Party or its representatives with any such inspection, audit or examination. In lieu of providing access to its Records as described above, a Party shall be entitled to provide another Party with a report from an independent certified public accounting firm of nationally recognized standing confirming the information to be derived from such Records.
(c) The Party being audited shall reimburse the auditing Party for the actual reasonable cost of any inspection, audit or examination which proves a payment of more than three percent (3%) between the amount due to the auditing Party as the result of an inspection, audit or examin...
Reports; Audits. (a) No later than thirty (30) days following each calendar quarter during the Term, Affiliate shall provide Network with (i) a list of all MVPDs then retransmitting the Service in the DMA of each Station; and (ii) if available from each such MVPD, a report supplied by each such MVPD stating the number of cable television households that receive the Service from such MVPD in the DMA of a Station on average over such quarter or, if not available, Affiliate’s best estimate of such information (together, the “Reports”).
(b) Network shall submit to Affiliate, within fifteen (15) days of the receipt by Network of the Reports, a statement reporting for such calendar quarter the following information: (i) Network’s Advertising Revenue, (ii) the Affiliate Advertising Share, (iii) Network’s Transactional Revenue, and (iv) the Affiliate Transactional Share.
(c) Affiliate shall submit to Network, within forty-five (45) days of the end of each calendar quarter, a report setting forth the date and time each Cross-Channel Promotional Spot aired on the Primary Feed; provided, that Affiliate shall be provided with notice and have an opportunity to cure any breach of this obligation.
Reports; Audits. The Parties agree to exchange such reports and/or data as required under this Agreement to facilitate the proper billing of traffic. Upon thirty (30) days’ written notice, any Party may request an audit of the usage reports and any such audit shall be accomplished during normal business hours at the office designated by the Party being audited. Audit requests shall not be submitted more frequently than one (1) time per calendar year. Audits shall be performed by a mutually acceptable independent auditor paid for by the Party requesting the audit. No Party shall have access to the data of the Party subject to the audit, but shall rely upon summary results provided by the independent auditor. Each Party shall maintain reports, records and data relevant to the billing of any Services that are the subject matter of this Agreement for a period not less than twelve (12) months after creation thereof. A request for an audit must be received within one (1) year of receipt of the PLU factor and usage reports provided by the Party to be audited.
Reports; Audits. (a) Network shall submit to Affiliate, within forty-five (45) days of the end of each calendar quarter, a statement reporting for such calendar quarter the following information: (i) Network's Advertising Revenue, (ii) the Affiliate Advertising Share, (iii) Network's Transactional Revenue, and (iv) the Affiliate Transactional Share. If this Agreement terminates on any date other than at the end of a calendar quarter, Network shall supply such statement as of the date of termination, within forty-five (45) days thereafter, and this obligation shall survive the termination of this Agreement until Affiliate receives such statement.
(b) No later than thirty (30) days following each calendar quarter during the Term, Affiliate shall (i) provide Network with a list of all MVPDs then retransmitting the Service in the DMA of each Station; and (ii) use best efforts to obtain and provide to Network a certified report supplied by each such MVPD stating the number of cable television households that receive the Service from such MVPD in the DMA of a Station on average over such quarter.
(c) Affiliate shall submit to Network, within forty-five (45) days of the end of each calendar quarter, affidavits with respect to the Cross-Channel Promotional Spots aired by Affiliate during such calendar quarter, setting forth the date and time each such Cross-Channel Promotional Spot aired on the Primary Feed.
Reports; Audits. Upon Customer's written request, at reasonable intervals, Hunters shall provide written responses (subject to confidentiality obligations) to reasonable requests for information made by Customer related to its Processing of Customer Personal Data, including responses to information security and audit questionnaires that are reasonably necessary to demonstrate Hunters’ compliance with this DPA. If Customer reasonably believes that the information provided by Hunters is insufficient to demonstrate compliance with this DPA, Hunters will allow an audit by Customer (or auditors appointed by Customer and reasonably acceptable to Hunters) in relation to Hunters’ Processing of Customer Personal Data. Any such audit will be at Customer’s cost and expense, with thirty (30) days prior written notice, conducted during normal business hours, carried out no more than once every 12 months and subject to Hunters’ reasonable security and confidentiality requirements. Notwithstanding anything to the contrary, such audits and/or inspections shall not relate to any information, including without limitation, personal data that does not belong to Customer. Such audit (and any data, report, or summary derived from the audit) shall not be used for any other purpose or disclosed to any third party without Hunters’ prior written approval and may not allow Customer to review data pertaining to Hunters’ other customers or partners. Without prejudice to the rights granted under this section, if the requested audit scope is addressed in a SOC report or similar audit report issued by a qualified third-party auditor within the prior twelve months, and Hunters provides such report to Customer upon request, Customer agrees to accept the findings presented in such third-party audit report in lieu of requesting an audit of the same controls covered in the report. If and to the extent that the Standard Contractual Clauses apply, nothing in this section varies or modifies the Standard Contractual Clauses nor affects any Supervisory Authority’s or Data Subject’s rights under the Standard Contractual Clauses.
Reports; Audits. KRUGER shall make available to MERISANT the result of all relevant governmental inspection reports and sanitation audits relating to or affecting the Plant, or relating to or affecting equipment, Raw Materials, work-in-process, and Product located therein, including but not limited to environmental reports or audits and microbiological monitoring, from thirty (30) days before to thirty (30) days after the Term. KRUGER shall promptly communicate to MERISANT any Product on "hold" beyond normal periods of time to reach a mutual agreement on disposition of same. In addition, KRUGER will supply all applicable information in Exhibit 3.5 on a monthly basis prior to the tenth (10th) day of the following month.
