RIGHT OF INSPECTION AND AUDIT. During regular business hours, following a minimum of 10 business days’ notice, any Persons designated by ICE Data on behalf of an Exchange may have access to Subscriber's offices or locations, under the Subscribers corporate security policies, in order to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3(b) and 4 in connection with its receipt and use of Market Data. Subscriber will make prompt adjustment (including interest thereon at the rate of 1.5% per month), through Vendor, to compensate an Exchange that discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any such Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange's favor of five percent (5%) or more of the amount of fees actually due any Exchange. Subscriber shall maintain the records and books upon which it bases the reporting for the Exchanges for six (6) years following the period to which the records and books relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber agrees to pay each Exchange's reasonable estimate of any discrepancy discovered pursuant to any such audit.
RIGHT OF INSPECTION AND AUDIT. During regular business hours, any Persons designated by any Supplier may have access to Subscriber’s offices or locations in order to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3(b) and 4 in connection with its receipt and use of Market Data. Subscriber will make prompt adjustment (including interest thereon at the rate of 1-1/2% per month), through Vendor, to compensate any Supplier that discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any such Supplier, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Supplier’s favor of five percent (5%) or more of the amount of fees actually due such Supplier. Subscriber shall maintain the records and books upon which it bases its reporting for Market Data for three (3) years following the period to which the records relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber agrees to pay each Supplier’s reasonable estimate of any discrepancy discovered pursuant to any such audit.
RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by Sheffield, Newco shall permit Sheffield 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 Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to Sheffield. Any such inspection of Newco's records shall be at the expense of Sheffield, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Sheffield hereunder in any Financial Year quarter of [REDACTED] or more of the amount of any royalty actually due to Sheffield hereunder, then the expense of such inspection shall be borne solely by Newco. Any amount of deficiency shall be paid promptly to Sheffield by Newco. If such inspection reveals a surplus in the amount of royalties actually paid to Sheffield by Newco, Sheffield shall reimburse Newco the surplus within 15 days after determination.
6.2 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 Sheffield and Elan for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.
RIGHT OF INSPECTION AND AUDIT a) During regular business hours, any Persons designated by any Exchange may have access to Subscriber’s offices or locations in order to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3b and 4 in connection with its receipt and use of Market Data.
b) Subscriber will make prompt adjustment (including interest thereon at the rate of 1½% per month), to compensate the Distributor and Exchange if the audit discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any such Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange’s favor of five percent (5%) or more of the amount of fees actually due such Exchange.
c) Subscriber shall maintain the records and books upon which it bases its reporting for CME, CBOT, COMEX and NYMEX Market Data for three
RIGHT OF INSPECTION AND AUDIT. Each Grantor shall permit the Collateral Agent such rights of inspection and audit as provided in the Credit Agreement.
RIGHT OF INSPECTION AND AUDIT. 6.1 Once during each Financial Year, or more often not to exceed quarterly as reasonably requested by Elan, Newco shall permit Elan or its duly authorized 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 Newco and any other book, record, voucher, receipt or invoice relating to the calculation of the royalty payments on Net Sales submitted to Elan. Any such inspection of Newco's records shall be at the expense of Elan, except that if any such inspection reveals a deficiency in the amount of the royalty actually paid to Elan hereunder in any Financial Year quarter of 5% or more of the amount of any royalty actually due to Elan hereunder, then the expense of such inspection shall be borne solely by Newco. Any amount of deficiency shall be paid promptly to Elan by Newco. If such inspection reveals a surplus in the amount of royalties actually paid to Elan by Newco, Elan shall reimburse Newco the surplus within 15 days after determination.
6.2 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 RPI and Elan for a resolution of such dispute. Any decision by the said firm of chartered accountants shall be binding on the Parties.
RIGHT OF INSPECTION AND AUDIT a. During regular business hours, any Persons designated by any Exchange may have access to Subscriber’s offices or locations in order to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3b and 4 in connection with its receipt and use of Market Data.
b. Subscriber will make prompt adjustment (including interest thereon at the rate of 1½% per month), to compensate the Vendor and Exchange if the audit discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any such Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange’s favor of five percent (5%) or more of the amount of fees actually due such Exchange.
c. Subscriber shall maintain the records and books upon which it bases its reporting for ASX, CME, CBOT, COMEX, NYMEX and DME Market Data for three (3) years following the period to which the records relate. Subscriber shall maintain the records and books upon which it bases the reporting for ICE Futures Canada, ICE Futures Europe, ICE Futures U.S., ICE SG and Eurex for six (6) years following the period to which the records and books relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber agrees to pay each Exchange's reasonable estimate of any discrepancy discovered pursuant to any such audit.
RIGHT OF INSPECTION AND AUDIT. The Grantor shall permit the Agent and the Lenders such rights of inspection and audit except as limited in the Credit Agreement. In addition, upon reasonable notice to the Grantor (unless an Event of Default has occurred and is continuing, in which case no notice is necessary), the Agent and its agents and representatives shall also have the right during the Grantor's ordinary business hours, to enter into and upon any premises where any of the Equipment, Fixtures or Inventory is located for the purpose of conducting audits and making physical verifications of such Equipment, Fixtures and Inventory and test verifications of the Accounts in any manner and through any medium that it considers advisable, and the Grantor agrees to furnish all such assistance and information as the Agent may reasonably require in connection therewith.
RIGHT OF INSPECTION AND AUDIT. On a quarterly basis, and to the extent permissible under applicable Law and except for the disclosure of Licensee's holdings at any particular date prior to such disclosure to the public, Citigroup and its Affiliates, and their officers, employees, and agents, and regulatory officials with regulatory authority over Citigroup, may perform reviews, including onsite visits and audits of the Covered Books and Records, solely to the extent reasonably necessary to ensure that Licensee is not in material breach of this Agreement. In connection therewith, Licensee shall provide to such Person, during normal business hours and with reasonable advance Notice, access to such Covered Books and Records as they or Citigroup may reasonably request for such purpose.
RIGHT OF INSPECTION AND AUDIT. The Cedant shall maintain the Cedant Books and Records (a) in accordance with any and all applicable Laws and (b) with a degree of care and diligence similar to that used for its other businesses for its own account and in accordance with its internal record retention procedures and policies for its other businesses for its own account. Not more than once per calendar year, at reasonable times, for a reasonable duration and with not less than fifteen (15) Business Days’ prior notice to the Cedant, the Reinsurer or its Representatives, at the Reinsurer’s sole cost and expense, shall have (i) the right to inspect and audit the Cedant Books and Records, including as pertains to the payment of Reinsured Liabilities and the administration of the Subject Annuities and (ii) access to appropriate personnel of the Cedant; provided, however, that such audit shall not unreasonably interfere with the business and operations of the Cedant; provided, further, however, that the Cedant shall not be required to make available to the Reinsurer or its Representatives any document or information if the Cedant determines, in its reasonable judgment, that doing so would violate applicable Law or a contract or obligation of confidentiality owing to a non-Affiliated Person, jeopardize the protection of an attorney-client, attorney work product or other similar protection, privilege or immunity, or expose such party to liability for disclosure of sensitive or personal information, it being understood that the Cedant shall use commercially reasonable efforts to obtain waivers or make other arrangements that would enable any such item to be accessed by the Reinsurer or its Representatives without contravening applicable Law or obligation, destroying such privilege or exposing the Cedant to such liability. The Cedant shall use commercially reasonable efforts to respond to reasonable follow-up requests with respect to such inspection or audit following the conclusion of such inspection or audit. Without limitation of the foregoing, to the extent that the Cedant engages any third-party administrator in connection with the administration of the Subject Annuities, the Cedant shall provide (and ensure that such third-party administrator provides) the Reinsurer and its Representatives (x) access to the books, records and personnel of such third-party administrator to enable the Reinsurer or its Representatives to audit such third-party administrator and (y) the ability to review and monito...
