AUDITS AND EXAMINATIONS. 8.1. Each Party to this Agreement will be responsible for the accuracy and quality of its data as submitted to the other Party involved. Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party, at its own expense, may audit the other Party’s books, records and other documents directly related to billing and invoicing once in any twelve (12) month period for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. "Audit" shall mean a comprehensive review of bills for services performed under this Agreement; "Examination" shall mean an inquiry into a specific element of or process related to bills for services performed under this Agreement. Either party (the “Requesting Party”) may perform one (1) Audit per twelve (12) month period commencing with the Effective Date, with the assistance of the other Party, which will not be unreasonably withheld. The Audit period will include no more than the preceding twelve (12) month period as of the date of the Audit request. The Requesting Party may perform Examinations, as it deems necessary, with the assistance of the other Party, which will not be unreasonably withheld.
AUDITS AND EXAMINATIONS. 8.1. As used herein “Audit” shall mean a comprehensive review of services performed under this Agreement; “Examination” shall mean an inquiry into a specific element of or process related to services performed under this Agreement. Either Party (the “Requesting Party”) may perform one (1) Audit per twelve (12) month period commencing with the Effective Date. The Audit period will include no more than the preceding twelve (12) month period as of the date of the Audit request. The Requesting Party may perform Examinations as it deems necessary, with the assistance of the other Party, which will not be unreasonably withheld.
AUDITS AND EXAMINATIONS. 8.1. Each Party to this Agreement will be responsible for the accuracy and quality of its data as submitted to the other Party involved. Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party, at its own expense, may audit the other Party’s books, records and other documents directly related to billing and invoicing once in any twelve (12) month period for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. As used herein "Audit" shall
AUDITS AND EXAMINATIONS. As used herein Audit shall mean a comprehensive review of billing performed under this Agreement. Either Party (the Requesting Party) may perform one (1) Audit per 12-month period commencing with the Approval Date. Both parties reserve the right to measure and audit all traffic to ensure that proper rates are being applied appropriately. Both parties agree to provide the necessary traffic data for sampling purposes in conjunction with any such audit.
6.4.1. Upon thirty (30) days written notice by the Requesting Party to the Audited Party, the Requesting Party shall have the right through its authorized representative to conduct an Audit, during normal business hours, of any records, accounts and processes which contain information bearing upon the billing of the services provided under this Agreement. Within the above-described 30-day period, the Parties shall reasonably agree upon the scope and duration of the Audit, the documents and processes to be reviewed, and the time, place and manner in which the Audit shall be performed. Audited Party agrees to provide Audit support, including appropriate access to and use of the Audited Party’ facilities (e.g. conference rooms, telephones, copying machines, etc.).
6.4.2. Each party shall bear its own expenses in connection with the conduct of the Audit. The reasonable cost of special data extraction required by the Requesting Party to conduct the Audit will be paid by the Requesting Party. For purposes of this Section, a Special Data Extraction shall mean the creation of an output record or informational report (from existing data files) that is not created in the normal course of business. If any program is developed to the Requesting Party’s specifications and at Requesting Party’s expense, Requesting Party may specify at the time of the request that it shall have the right to retain the program solely for reuse for any subsequent Audit.
6.4.3. Within thirty (30) days of the receipt of the final Audit Report, any adjustments, credits or payments shall be made and any corrective action shall commence to compensate for any errors or omissions which are disclosed by such Audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twelve (12) months from the date of the final Audit Report.
6.4.4. Neither the right to audit nor the right to receive an adjustment shall be affected by any statement to the contrary appearing on checks or otherwise, unless such statement expressl...
AUDITS AND EXAMINATIONS. 6.1. Each Party to this Agreement will be responsible for the accuracy and quality of its data as submitted to the other Party involved. Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party, at its own expense, may audit the other Party’s books, records and other documents directly related to billing and invoicing once in any twelve (12) month period for the purpose of evaluating the accuracy of the other Party’s billing and invoicing, including but not limited to billing and usage records. As used herein "Audit" shall mean a comprehensive review of services performed under this Agreement; "Examination" shall mean an inquiry into a specific element of or process related to services performed under this Agreement billed amounts. Either party (the “Requesting Party”) may perform one (1) Audit per twelve (12) month period commencing with the Effective Date, with the assistance of the other Party, which will not be unreasonably withheld. The Audit period will include no more than the preceding twelve (12) month period as of the date of the Audit request, except that records or other documentation related to services provisioned during the preceding twelve (12) month period may be older than twelve (12) months and shall be included. The Requesting Party may perform Examinations as it deems necessary, with the assistance of the other Party, which will not be unreasonably withheld.
AUDITS AND EXAMINATIONS. 1. Upon request, representatives of the Government of the United States of America shall have the right to examine the use of any equipment, supplies, materials, training or other services provided under the Agreement, if possible at sites of their location or use, and shall have the right to inspect any and all related records or documentation during the period of the Agreement and for three (3) years thereafter.
2. Appropriate arrangements in support of the conducting of audits and examinations shall be developed by the Executive Agents. The right to conduct the audits and examinations set forth in paragraph 1 of this Section shall not be contingent upon the development of these arrangements.
AUDITS AND EXAMINATIONS. 23.1 As applicable consistent with the provision of the relevant services or functions by a Party under this Agreement, each Party may audit the other Party’s books, records and documents for the purpose of evaluating the accuracy of the other Party’s bills and performance reports rendered under this Agreement. Such audits may be performed no more than a total of four (4) times in a calendar year nor more often than once every nine
AUDITS AND EXAMINATIONS. Lender shall have the right, at any time, by its own auditors, accountants or other agents, to examine or audit any of the books and records of Borrower, or the Collateral, all of which will be made available upon request. Such accountants or other representatives of Lender will be permitted to make any verification of the existence of the Collateral or accuracy of the records that Lender deems necessary or proper. Any reasonable expenses incurred by Lender in making such examination, inspection, verification or audit shall be paid by Borrower promptly on demand and shall constitute part of the Obligations.
AUDITS AND EXAMINATIONS. The Buyer shall promptly notify the Seller Representative in writing of the commencement of any audit or examination of any flow-through income Tax Return of the Target Entities for any Pre-Closing Tax Period and any proposed change or adjustment, claim, dispute, arbitration or litigation that, if sustained, would reasonably be expected to give rise to a claim for indemnification in respect of Taxes under this Agreement (a “Tax Claim”). Such notice shall describe the asserted Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of any such asserted Tax Claim. The Buyer shall have the right to control all Tax Claims in the Tax audit, examination, and settlement stage and, if not settled, in any further contest; provided, however, that the Buyer shall inform the Seller Representative of the status and progress of such Tax Claim and that the Seller Representative will have the opportunity to participate in such Tax Claim at its expense. The Buyer may not settle any Tax Claim (either at the audit or examination stage or thereafter) without first obtaining the Seller Representative’s consent (which consent shall not be unreasonably withheld, conditioned or delayed).
AUDITS AND EXAMINATIONS. As of the date hereof, (i) there are no pending or, to the knowledge of F Co, threatened audits, examinations, investigations or other proceedings in respect of any Taxes of F Co or any F Co Subsidiary with respect to which F Co or such F Co Subsidiary has been notified in writing; and (ii) neither F Co nor any F Co Subsidiary has waived any statute of limitations in respect of a material amount of Taxes or agreed to any extension of time with respect to an assessment or deficiency for a material amount of Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course).
