Common use of RIGHT OF INSPECTION AND AUDIT Clause in Contracts

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.