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. 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, 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.
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. 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. CNI 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 CNI and shall be undertaken in such a manner as shall reasonably limit disruption to the operations of the Manager and the operations of the Tahorakuri estate as a whole. The Manager shall fully co- operate with the reasonable requests of such persons undertaking any such audit.
Special Audits. BOBS shall in response to receipt of complaint(s) or any information relating to changes that might affect the conformity or the effectiveness of the certified management system, conduct a short notice audit. Short notice audits shall be conducted in consultation with the Client and at the Client’s expense. The Client shall be notified within a period not exceeding two weeks prior to the audit. Application for modification of the scope of certification shall made through completion of the appropriate form received from BOBS. Following receipt of the completed form, BOBS shall the review the same and inform the client of the results of the review. An audit (either special or combined with the planned surveillance) shall be conducted prior to a recommendation for the modification of the scope.
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. Any Party may at any time request a special audit of the books of account, records and affairs of the Company. The cost of any such special audit shall be paid by the Party requesting it. The Company and the Parties will cooperate with and use their best efforts to assist in such special 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.
