Statements and Audit Rights. (a) Any payment under Section 4.01(a) that is based upon Gross Profits shall be accompanied by a statement of the amount of Gross Profits during the applicable period represented by such payment.
(b) Buyer shall, and shall cause its sublicensees and AG Distributors, to maintain at a location in the United States, complete and accurate books and records in such detail as is necessary to accurately calculate the amounts payable to Seller under this Agreement. Such books and records shall be maintained for a period of at least five (5) years after the end of the Calendar Quarter in which they were generated, or for such longer period as may be required by applicable Law. Once per each calendar year and for a period of two (2) years after the end of the second Calendar Quarter of 2010, Seller shall have the right upon reasonable prior notice to have an independent accounting firm reasonably acceptable to Buyer audit and examine the relevant books and records as may be reasonably necessary to determine and/or verify the amount of payments due hereunder and Buyer’s compliance with its obligations hereunder; provided, however, that Seller shall not have the right to conduct such an audit until the expiration of the Licensed Patents. Such audit and examination shall be conducted and shall take place, and Buyer shall, and shall cause its Affiliates, sublicensees, AG Distributors and third party distributors of Authorized Generic Versions to, make such books and records available, during normal business hours at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Quarter ending not more than twenty-four (24) months prior to the date of the audit. Before permitting such independent accounting firm to have access to such books and records, Buyer may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement in form and substance reasonably acceptable to Buyer as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section. The independent accounting firm will prepare and provide to Seller and Buyer a written report stating only whether the reports submitted and amounts paid pursuant to this Agreement were correct or incorrect, and the amounts of any discrepancies. In the event that...
Statements and Audit Rights. All statements and other information supplied by Partner pursuant to Section 4.5 and this Section 6 shall be accompanied by such supporting information, documentation described on Exhibit 6.6 attached hereto, and as Frontier
Statements and Audit Rights. All Incurred Costs Statements and other requests for payment made by CAI pursuant to this Section 6 shall be accompanied by such supporting information, documentation and calculations as AWA may request from time to time. AWA, by written notice given within 90 days after receipt of an Incurred Costs Statement, may object to the Actual Costs set forth in an Incurred Costs Statement and, within 90 days after the objection and upon 2 days' prior written notice, may review and audit, or cause its independent accountants to review and audit all records and files (including computer data bases) maintained by CAI and relevant to the calculation of Actual Costs pursuant to this Agreement. If AWA's review of the records and files reveals that CAI has overcharged AWA, then CAI shall pay to AWA, upon demand, the overpayments and the costs and expenses of AWA incurred in completing such review and audit and, if such overcharge or underpayment is willful or intentional or exceeds more than 5% of the sums actually payable by AWA, then CAI shall be in default under this Agreement. CAI shall maintain all records, files, information, data and documentation (including computer data bases) used in calculating the Actual Costs in good condition and order at CAI's corporate headquarters. AWA shall not be required to pay any sums, and shall be entitled to receive a refund of any sum paid, for which CAI is unable to provide supporting information, documentation or data. If AWA does not object to an Incurred Costs Statement timely, then the Incurred Costs Statement, absent fraud, shall be final.
Statements and Audit Rights. All Incurred Costs Statements and other requests for payment made by CAI pursuant to this Section 6 shall be [*] AWA, by written notice given within [*] set forth in an Incurred Costs Statement and, within [*] all records and files (including computer data bases) [*] If AWA does not object to an Incurred Costs Statement timely, then the Incurred Costs Statement, absent fraud, shall be final.
Statements and Audit Rights. All Incurred Costs Statements and other requests for payment made by Mesa pursuant to this Section 6 shall be accompanied by such supporting information, documentation and calculations as AWA may request from time to time. AWA, upon [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] prior written notice, may review and audit, or cause its independent accountants to review and audit, all records and files (including computer data bases) maintained by Mesa and relevant to the calculation of the payments required to be made by AWA pursuant to this Agreement. If AWA's review of the records and files reveals that Mesa has overcharged AWA or underpaid AWA, then Mesa shall pay to AWA, upon demand, the overpayments and/or underpayments and the costs and expenses of AWA incurred in completing such review and audit and, if such overcharge or underpayment is willful or intentional or exceeds more than [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the sums actually payable or receivable by AWA, then Mesa shall be in default under this Agreement. Mesa shall maintain all records, files, information, data and documentation (including computer data bases) used in calculating the sums payable or receivable by AWA under this Agreement in good condition and order at Mesa's corporate headquarters. AWA shall not be required to pay any sums, and shall be entitled to receive a refund of any sum paid, for which Mesa is unable to provide supporting information, documentation or data.
Statements and Audit Rights. All statements and other information supplied by Partner pursuant to Section 4.5 and this Section 6 shall be accompanied by such supporting information, documentation described on Exhibit 6.6 attached hereto, and as Frontier may reasonably request from time to time (the "Backup Information"). If Frontier reasonably disputes the amount set forth in any statement or the Backup Information is inadequate, incomplete or inaccurate, then Frontier shall pay the undisputed portion of such statement and the portions for which the Backup Information is adequate, complete and accurate, timely, and together with such payment provide Partner with a written statement detailing any disputed amount and the specific amounts for which the Backup Information is inadequate, incomplete or inaccurate. Frontier and Partner shall meet and confer on a regular basis as necessary to resolve any disputed amount and inadequate, incomplete or inaccurate Backup Information within 30 days after Frontier provides notice of the dispute. Both Frontier and Partner agree that it is in the best interest of both parties to initially attempt to resolve disputes without the use of third parties in a cost effective manner. In the event resolution is not successful, the parties will mutually agree to use alternative dispute services as described in Section 15.12, unless otherwise agreed. Disputed amounts and shall not be payable until the dispute is resolved and then shall be payable within 10 days after the dispute is resolved. Frontier or Partner, upon 10 business days' prior written notice, may at its sole cost and expense review and audit, or cause its independent accountants to review and audit for the preceding twelve months of operations, records, files, information, data and documentation (including computer data bases) (the "Record") maintained by the other party specifically related to the calculation of the payments required to be made by Frontier pursuant to this Agreement. Both parties will allow the other's internal auditor or designees to participate in such review, audit and findings. If a party's review of the Records reveals an overcharge or underpayment, then upon demand (subject to the other party's right to review and dispute such findings), the appropriate adjustment will be made as specified above. If the overpayment and/or underpayment is 10% or more than the amount that should have been charged or paid, then there will also be a requirement of reimbursement for all reasonab...
