Verification and Audit Rights Sample Clauses
The Verification and Audit Rights clause grants one party the authority to review and inspect the records, processes, or systems of the other party to ensure compliance with contractual obligations. Typically, this clause allows for periodic or on-demand audits, which may include access to financial documents, operational procedures, or data security measures, often with advance notice and during normal business hours. Its core practical function is to provide transparency and accountability, helping to detect and prevent breaches, misrepresentations, or non-compliance with the agreement.
Verification and Audit Rights. All payments, statements, calculations and ▇▇▇▇▇▇▇▇ required to be made and/or delivered hereunder, shall be subject to reasonable verification and audit by Landlord or its consultants, which shall be conducted at Landlord’s sole cost and expense except as provided below. Tenant shall make available to Landlord and its consultants during normal business hours such of its records as are reasonably necessary to reasonably verify and audit the accuracy of such payments, statements, calculations and ▇▇▇▇▇▇▇▇, upon at least fifteen (15) days’ advance written notice. Notwithstanding the foregoing, (a) Landlord shall not commence more than one examination of such payments, statements, calculations and ▇▇▇▇▇▇▇▇ hereunder during any twelve (12) month period; (b) except in the case of fraud no such payment, statement or calculation shall be subject to examination after the expiration of more than two (2) years after it is made or delivered; provided, however, that the foregoing two (2) year limitation shall not expire prior to the delivery of any final annual statement or reconciliation of a particular calculation following the close of a Lease Year; and, provided, further, that the foregoing two (2) year limitation shall not be applicable to the reexamination of the on-going calculation of the Cumulative Calculated Amount for the purposes of auditing a current year (but shall apply to any Landlord claim for payment relating to time periods beyond the two (2) year limitation); and (3) no such payment, statement or calculation shall be subject to examination more than once (it being understood that an initial review by Landlord and timely subsequent review thereof and participation therein by the party’s outside accountants or auditors shall constitute a single examination). In the event Landlord’s audit determines that Tenant has underpaid any amount due to Landlord for any Lease Year by more than five percent (5%), Tenant shall pay the reasonable cost of such audit.
Verification and Audit Rights. Licensee shall conduct an annual review of its use the Cognex Software and certify to Cognex in writing that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance then Licensee shall immediately remedy such noncompliance and provide Cognex with written notice thereof. Licensee shall provide Cognex with all assistance as Cognex reasonably requests to further evaluate and remedy such noncompliance. Upon request of Cognex, Licensee shall also allow Cognex to conduct a reasonable onsite or remote audit of the applicable Licensee facilities, products and records to determine whether or not Licensee’s usage of such Cognex Software is in conformance with this Agreement. Licensee shall reasonably cooperate with and assist Cognex in any such audit, which shall be conducted during Licensee’s normal business hours and shall not unreasonably interfere with Licensee’s business activities. If the audit determines that the Licensee’s use of the Cognex Software exceeds or exceeded the use permitted by this Agreement then: (i) Licensee shall, within ten (10) days following the date of Cognex’s written notification thereof, pay to Cognex the retroactive License Fees for such excess use and obtain and pay for a valid license to bring Licensee’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Cognex Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Cognex hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). If the use exceeds or exceeded the use permitted by this Agreement by more than twenty percent (20%), Cognex shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee. Cognex’s remedies set forth in this Section 21 are cumulative and are in addition to, and not in lieu of, all other remedies Cognex may have at law or in equity, whether under this Agreement or otherwise.
Verification and Audit Rights a) Covendis may at any time require Supplier to provide information, documents or records relevant to the subject of this Agreement or any Contract or Proposal to show Supplier’s compliance with the requirements of this Agreement or any Contract or Proposal and Supplier’s satisfaction of eligibility requirements, qualifications, policies and procedures applicable to Contractor and Staff. Requested information, documents and records shall be produced and provided electronically or mailed within 3 business days if so requested.
b) Covendis shall have the right, exercisable at any reasonable time during normal business hours, to inspect copy any documents and records concerning performance of services under this Agreement or any Contract, including, but not limited to, books, records, documents and other evidence pertaining to work done and/or the costs and expenses incurred by Supplier in performing this Agreement or any Contract.
c) The audit and verification rights shall include subcontractors in which services are subcontracted by Supplier.
d) If the results of the audit or verification reveal discrepancies greater than 1.0%, Supplier shall, at Covendis’ sole discretion, make corrections, allow Covendis to make corrections, and pay for the costs of the audit, verification, and corrective actions.
Verification and Audit Rights. 6.1. DOCC shall have a right to verify that its subscription proceeds are being used as described in Schedule I attached hereto, at its own cost and expense. Upon request in writing, PUF shall provide DOCC within 30 days of receipt of such request, sufficient detail of the use of such proceeds to permit such verification. DOCC shall have the right to request an audit of the use of such proceeds, which audit shall be conducted at DOCC’s sole cost and expense. Should DOCC request, PUF shall make available to DOCC, during normal office hours, all documents and records in support of such use of proceeds.
Verification and Audit Rights. At Fair ▇▇▇▇▇’s written request, Client shall provide to Fair ▇▇▇▇▇ a written certification executed by Client or, if Client is an entity, an authorized officer or managing representative of Client that provides the following information: (i) verification that the Fair ▇▇▇▇▇ Product is being used in accordance with the provisions of this Agreement; (ii) list of the locations at which the Fair ▇▇▇▇▇ Product is or has been operated during the preceding twelve-month period; and (iii) the number of users accessing or utilizing the Fair ▇▇▇▇▇ Product (as applicable per the Purchasing Documentation). Upon not less than ten days’ prior written notice to Client, Fair ▇▇▇▇▇ may, at its expense, audit Client’s use of the Fair ▇▇▇▇▇ Product. Any such audit must be conducted during regular business hours at Client’s facilities and must be conducted so as to interfere as little as reasonably possible with Client’s business activities. Audits may be conducted no more than twice annually. If Client is discovered to be using more licenses than the number of licenses Client has purchased, or if Fair ▇▇▇▇▇ learns as a result of the audit that Client has otherwise materially breached this Agreement, then Client shall reimburse Fair ▇▇▇▇▇ for the expense of the audit.
Verification and Audit Rights. You shall permit RJO to verify that you have complied with the terms of this Agreement and you agree to cooperate fully with any such verification process. During the term of this Agreement and/or use of the System or Service and for a period of six months thereafter, RJO shall have the right, upon reasonable prior written notice during normal business hours, to access your relevant files, computers and/or equipment solely for the purpose of auditing and verifying your compliance with the terms of this Agreement and inspecting the use of the System or Service. Further, you shall procure agreement from any Permitted User to the foregoing before any such Permitted User has access to the System or Service.
Verification and Audit Rights. At TCS’s written request, the Customer shall furnish TCS with a certificate executed by an authorized agent of the Customer verifying that the Products are being used pursuant to and in accordance with the terms and conditions of the Contract. At its expense and upon reasonable prior notice to the Customer, TCS may audit the Customer’s use of the Products. Any such audit shall be conducted during regular business hours at the Customer’s facilities and shall not unreasonably interfere with the Customer’s business activities. If an audit reveals that the Customer has underpaid fees for use of the Products as a result of unauthorized use or copying of the Products, or any portion thereof, the Customer shall be invoiced for such underpaid fees based on the price list for the Products in effect at the time the audit is completed plus interest thereon at the prevailing U.S. dollar prime rate from the initial date of the unauthorized use. If the amount of the underpayment exceeds 5% of the total fees paid by the Customer in the year of such audit, then the Customer shall also pay TCS’s reasonable costs of conducting the audit. TCS’s right to conduct any audit pursuant to this Section 6 shall survive any termination of the Contract.