Special Audits Sample Clauses
The Special Audits clause grants a party the right to conduct additional, targeted audits outside of regular audit schedules. Typically, this clause is invoked when there is suspicion of non-compliance, fraud, or significant discrepancies in records, and it allows the auditing party to review specific documents or processes as needed. Its core function is to provide a mechanism for increased oversight and assurance, helping to detect and address potential issues promptly and thereby protecting the interests of the parties involved.
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Special Audits. (i) EUSMS reserves the right, on its own, or through an agent, to perform an audit, conduct a financial review, forensic audit and /or evaluation on all EUSMS-funded project activities under this Agreement.
(ii) EUSMS may require that the Grantee’s Project Activities are audited by an external, independent and qualified auditor, acceptable to EUSMS, under specific terms of engagement which shall be determined by EUSMS.
(iii) Costs of any such audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by EUSMS unless the following exemption criteria are met: ▪ If the audit identifies overpricing or overcharges (of any nature) by the Grantee to EUSMS in excess of one percent (1%) of the total ▇▇▇▇▇▇▇▇, the Grantee shall reimburse EUSMS for the total costs of the audit. ▪ If the audit discovers substantive findings related to fraud, misrepresentation, or non‐performance, EUSMS may recoup the costs of the audit work from the Grantee.
(iv) Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Grantee’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of EUSMS’s findings to the Grantee
Special Audits. Notwithstanding any other provision of this Agreement, the Company shall not be required to undergo or pay for any special audit to effect any registration statement pursuant to Section 2, and if such a special audit would be required in order to file or effect a registration statement hereunder, the Company shall be entitled to delay the filing or effectiveness of such registration statement until a reasonable period of time following completion of such audit in the ordinary course of the Company's business; provided, however, that the Company shall not be entitled to delay the filing or effectiveness of such registration statement if the Investor shall agree to pay for the cost of such audit.
Special Audits. Either Shareholder may designate its own independent auditors (in addition to the Auditors) for the purpose of conducting audits of the records and books of the Company on behalf of the Shareholder, including an independent audit to verify the sharing of costs or the sharing of savings occurring pursuant to any agreement between the Company and any Shareholder, or an Affiliate of any Shareholder. The Shareholder causing the inspection by the independent auditor will be responsible for the fees and costs of the independent auditor conducting the special audit, unless the results of the independent audit show a material discrepancy in the financial records of the Company, in which case the fees and costs will be borne and paid by the Company. Reasonable access to the records and books of account of the Company will be afforded to the independent auditors. Any special audits shall not be conducted at any time or in such manner as would be reasonably likely to interfere with the business of the Company or the annual audit by the Auditors. The results of any special audit shall be furnished to the Board and the other Shareholders promptly upon completion.
Special Audits. Notwithstanding any other provision of this Agreement, E-Pub shall not be required to undergo or pay for any special audit to effect a Demand Registration, and if such a special audit (other than its normal fiscal year-end audits) would be required in order to file or effect a registration statement hereunder, E-Pub shall be entitled to delay the filing or effectiveness of such registration statement until a reasonable period of time following completion of such audit in the ordinary course of E-Pub's business; provided, however, that E-Pub shall not be entitled to delay the filing or effectiveness of such registration statement if the Holders who have requested registration of Registrable Securities shall agree to pay for the cost of such audit.
Special Audits. Notwithstanding any other provision of this Agreement, the Seller shall not be required to undergo or pay for any special audit to effect any registration statement pursuant to this Section 5, and if such a special audit would be required in order to file or effect a registration statement hereunder, the Seller shall be entitled to delay the filing or effectiveness of such registration statement until a reasonable period of time following completion of such audit in the ordinary course of the Seller's business; PROVIDED, HOWEVER, that the Seller shall not be entitled to delay the filing or effectiveness of such registration statement if the Purchaser shall agree to pay for the cost of such audit.
Special Audits. In addition to Supplier's financial audit rights -------------- pursuant to Section C.2.(d) above, Customer shall have the right to audit Supplier's books and records to determine whether the price Supplier is being charged for Tubing Products is in accord with the proviso of Section B.3.(a) above, and Supplier shall have the right to audit Customer's manufacturing processes to determine whether Customer is selling products utilizing one or more of the Electropolishing License or the Tubing License without paying royalties thereon, both in accordance with this Section E.3. Each party shall have the right to perform such an audit only through an independent auditor (or, in the case of Supplier's rights hereunder, an independent auditor along with an independent metallurgist or independent metals engineer) who signs a confidentiality agreement with the party being audited agreeing not to disclose to the party performing the audit any information (i) in the case of an audit by Customer, other than the price that should have been charged to Customer (without disclosing any other information, such as what products Supplier sells to whom and at what prices and in what volumes), or (ii) in the case of an audit by Supplier, other than whether Customer is utilizing the Electropolishing License and/or the Tubing License without paying royalties and, if so, the amount owed Supplier by Customer thereby. Audits pursuant to this section shall be at reasonable times, upon reasonable notice and during normal business hours. Any overcharges of Customer by Supplier, or any underpayments by Customer to Supplier, shall immediately be paid by the appropriate party with interest thereon at the rate of 1.5% per month (or the maximum permitted by applicable law, if less) from the date payment for Tubing Products was made by Customer, or payment of royalties was due from Customer, as the case may be. Except as set forth below, such audits may be conducted no more than once in any year. The party ordering the audit shall bear the costs of the audit; provided, however, that if the audit of Supplier reveals overcharges in excess of five percent (5%) of the total amount paid by Customer for Tubing Products in any calendar quarter, or if the audit of Customer reveals that Customer was treating sales of products utilizing the Electropolishing License or the Tubing License as if such products were not utilizing the same, the party being audited shall bear the reasonable costs of such aud...
Special Audits. UBS Mangakahia may at any time and from time to time engage persons to undertake a special audit of any activity undertaken or report produced by the Manager pursuant to this agreement. Any such audit shall be for the account of UBS Mangakahia and shall be undertaken in such a manner as shall reasonably limit disruption to the operations of the Manager and the operations of the Tauhara estate as a whole. The Manager shall fully co-operate with the reasonable requests of such persons undertaking any such audit.
Special Audits. Any special audits or reports required to be undertaken by the Trustee on account of the Fund, in addition to the annual report furnished pursuant to the foregoing provisions of this Agreement and other reports or statements regularly furnished by the Trustee to employee benefit trusts administered by it, shall be charged to and paid by the Fund.
Special Audits. At any time following sixty (60) days' written notice to Lessee, Lessor may perform a special audit if it has a reasonable belief that Lessee is not in material compliance with this Lease. The cost of the audit shall be borne by Lessor, provided that if such audit reveals Lessee is not in compliance with this Lease, Lessee shall reimburse Lessor for the costs of the audit. If Lessee disputes the results of the audit, Lessee shall have up to ninety (90) days to arbitrate the issue before paying the audit expenses.
Special Audits. Notwithstanding any other provision of this Agreement, Uproar shall not be required to undergo or pay for any special audit to effect a Demand Registration, and if such a special audit (other than its normal fiscal year-end audits) would be required in order to file or effect a registration statement hereunder, Uproar shall be entitled to delay the filing or effectiveness of such registration statement until a reasonable period of time following completion of such audit in the ordinary course of Uproar's business; provided, however, that Uproar shall not be entitled to delay the filing or effectiveness of such registration statement if the Holders who have requested registration of Registrable Securities shall agree to pay for the cost of such audit.