RIGHT OF AUDIT AND INSPECTION. 7.1. On not more than two times in each calendar year, the Company shall permit Elan or its duly authorised representatives upon reasonable notice and at any reasonable time during normal business hours to have access to inspect and audit the accounts and records of the Company and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to Elan and to the accuracy of the reports which accompanied them. Any such inspection of the Company's records shall be at the expense of Elan, except that if any such inspection reveals a deficiency in the amount of the running royalty actually paid to Elan hereunder in any calendar quarter of [****] or more of the amount of any running royalty actually due to Elan hereunder, then the expense of such inspection shall be borne solely by the Company. Any amount of deficiency shall be paid promptly to Elan. If such inspection reveals a surplus in the amount of running royalty actually paid to Elan by the Company, Elan shall promptly reimburse the Company the surplus. The Company shall maintain the foregoing records for a period of at least five (5) years following the end of the calendar year to which they pertain.
7.2. In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants for a resolution of such dispute mutually acceptable to both parties. Any decision by the said firm of chartered accountants shall be binding on the Parties.
RIGHT OF AUDIT AND INSPECTION. 9.1 Within the term of this Agreement and within one year after its termination, Emisphere shall not more than [***] each year have the right at its expense to have Lilly's independent certified public accountants inspect and audit Lilly's records for any of the two preceding years for the purpose of determining the accuracy of royalty payments. The independent certified accountants shall keep confidential any information obtained during such inspection and shall report to Emisphere only the amounts of Net Sales and royalties due and payable. Any such inspection of Lilly's records shall be at the expense of Emisphere, except that if any such inspection reveals a deficiency in the amount of the running royalty actually paid to Emisphere hereunder in any calendar year of [***] [***] or more of the amount of any running royalty actually due to Emisphere hereunder, then the expense of such inspection shall be borne solely by Lilly. Any amount of deficiency shall be paid promptly to Emisphere. If such inspection reveals a surplus in the amount of running royalty actually paid to Emisphere by Lilly, Emisphere shall reimburse Lilly the surplus.
9.2 Within the term of this Agreement and within one year after its termination, Lilly shall not more than [***] each year have the right at its expense to have Emisphere's independent certified public accountants inspect and audit Emisphere's records and accompanying reports (and all associated documentation) for any of the two preceding years for the purpose of determining the accuracy of Emisphere's reported, [***] [***] and Costs with respect to any Research and Development Program. The independent certified public accountants shall keep confidential all materials subject to third-party confidentiality agreements and all materials not directly relevant to the purpose of their audit. Any such inspection of Emisphere's records shall be at the expense of Lilly, except that if any such inspection reveals an overpayment in the amount of such Costs paid to Emisphere hereunder in any calendar year of [***] or more of the amount of such Costs actually due to Emisphere hereunder, then the expense of such inspection shall be borne solely by Emisphere instead of by Lilly. Any surplus over the Costs properly payable by Lilly to Emisphere shall be refunded promptly to Lilly. If such inspection reveals a deficit in the amount of the Costs properly payable to Emisphere by Xxxxx, Xxxxx shall pay the deficit to Emisphere.
9.3 In the ev...
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RIGHT OF AUDIT AND INSPECTION. 7.1. Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by DOV, Nascime shall permit DOV or its duly authorised representatives, upon reasonable notice and at any reasonable time during normal business hours, to have access to inspect and audit the accounts and records of Nascime and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to DOV. Any such inspection of Nascime's records shall be at the expense of DOV, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to DOV hereunder in any Financial Year quarter of five percent (5%) or more of the amount of any royalty actually due to DOV hereunder, then the expense of such inspection shall be borne solely by Nascime. Any amount of deficiency shall be paid promptly to DOV by Nascime. If such inspection reveals a surplus in the amount of royalties actually paid to DOV by Nascime, DOV shall reimburse Nascime the surplus within fifteen (15) days after determination.
7.2. In the event of any unresolved dispute regarding any alleged deficiency or overpayment of royalty payments hereunder, the matter will be referred to an independent firm of chartered accountants chosen by agreement of Elan and DOV for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.
RIGHT OF AUDIT AND INSPECTION. 13.1 Football West may carry out audits to ensure compliance with this Agreement.
13.2 Each Club must:
(a) keep adequate records, documents and financial accounts in sufficient detail to enable compliance with this Agreement to be verified;
(b) permit Football West full and free access to records for the purpose of verifying compliance with this Agreement;
(c) produce copies of records and any other reports requested by Football West from time to time for the purpose of verifying compliance with this Agreement; and
(d) ensure a representative from the Club is available to respond to any query in relation to compliance and verification issues in relation to this Agreement.
RIGHT OF AUDIT AND INSPECTION. Check Point shall afford to the Partner access on reasonable notice and at reasonable intervals (except where there has been an actual or reasonably suspected breach of this Addendum by Check Point), to books and records relevant to the Partner Personal Data to enable the Partner to ensure that Check Point is complying with its obligations under this Addendum.
RIGHT OF AUDIT AND INSPECTION. At any time during normal business hours, and as often as the Town may determine to be necessary, the Town’ representative may observe Provider’s operations, and Provider shall make available to the Town for examination, its records with respect to all matters covered by this contract, and make excerpts or transcripts from such records.
RIGHT OF AUDIT AND INSPECTION. Each Member, through its duly authorized representatives, shall have the right, at its own cost and expense, to examine, audit, inspect and photocopy, during normal business hours and for any reasonable purpose, any and all books, records and accounts of the Company. Such examination, audit or inspection may be conducted by the Member's own employees or by its independent certified public accountants or other agents.
RIGHT OF AUDIT AND INSPECTION. 24.1 In connection with this Agreement, the Parties agree that the Company shall have a right:
(i) to conduct audit on the DSA, its books, records and information, etc., by internal or external auditors or by the agents so appointed in this regard by the Company, and
(ii) to obtain copies of any audit or review reports and findings made on the DSA in connection with the Services performed for the Company.
24.2 The DSA undertakes that it shall allow and provide all requisite support to the Reserve Bank of India or Persons authorised by it to carry inspection and/or audits of books of accounts, access documents, records of transactions, and other necessary information as may be considered necessary and within such time period as may be prescribed by the Reserve Bank of India.
RIGHT OF AUDIT AND INSPECTION. 10.3.1 The Contractor shall, and shall procure that its Key Subcontractors shall:
(A) maintain a complete and correct set of records pertaining to all activities relating to the performance of the Contractor's obligations under this Agreement and all transactions and Subcontracts entered into by the Contractor for the purposes of performing its obligations under this Agreement (in respect of the Contractor) and the performance by the Key Subcontractor of its obligations under its Key Subcontract (in respect of the Key Subcontractor) (the "Contractor's Records"); and
(B) retain all the Contractor's Records until the date six (6) years (or such longer period as may be required by law) following termination of this Agreement for whatever reason (the "Retention Period").
10.3.2 Notwithstanding any other right of audit that the Employer is entitled to under this Agreement, in order to verify the Contractor's performance of and compliance with the Agreement the Employer shall be entitled on reasonable notice (whether in writing or verbally), either itself or using such agents or representatives as it may authorise to:
(A) audit, inspect or witness any aspects of the overhaul, manufacturing, testing or commissioning of the Units or any other item of Supplied Equipment or any of their Parts and to audit the design and certification thereof including being present at, and participating in, amongst other things:
(a) any inspection and conformance control of subsystems Supplied by Key Subcontractors;
(b) any inspection and conformance control of a Unit construction at stages to be agreed between the Employer and the Contractor;
(c) any system tests (at stages to be agreed) during construction;
(d) any dynamic run testing of completed Units; and
(e) any inspection and certification of each Unit's compliance with the Technical Requirements after completion of assembly and dynamic testing;
(B) inspect the sub-assembly of each Unit;
(C) inspect any and all of the Contractor's Records during the Retention Period as are reasonably necessary to investigate the Contractor's (and any Key Subcontractor's) performance of its obligations under this Agreement;
(D) audit the management systems of the Contractor and those of any Key Subcontractor; and
(E) inspect and/or audit compliance by the Contractor and its Key Subcontractors with the Contractor's obligations under this Agreement.
