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Audit Rights | During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company’s employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. |
Audit Rights | a. Each party will provide to the other a quarterly report (in hard copy and electronic copy (if applicable)) showing the AMR Product Suite sales including the Gross Proceeds and the Production Costs. |
Audit Rights | Owner shall have up until two years after the close of a Calendar Year in which to make an audit of Operator’s records for such Calendar Year. |
Audit Rights | Such records shall be subject to inspection in accordance with Section 7.5. |
Audit Rights | Subject to the prior written approval of IAC’s vendor or IAC Subcontractor, Sonos or its representatives may also inspect such vendor or subcontractor. |
Audit Rights | Each Party (the "Audited Party') will, upon at least thirty (30) days' prior written request by the other Party (the "Auditing Party"), allow an independent certified public <omitted> accounting firm selected by the Auditing Party and reasonably acceptable to the Audited Party to audit such books and records at the Audited Party's premises to the extent necessary to verify the Audited Party's compliance or non-compliance with the provisions of this Section 9 (or, in the case of Company, Section 5.4 [Royalties]); provided, that: (a) any such audit is conducted during normal business hours and in a manner designed to not unreasonably interfere with the Audited Party's ordinary business operations; (b) audits may not occur more frequently than once every twelve (12) months; and (c) each such audit may only cover the period commencing after the period covered by the last audit conducted pursuant to this Section, if any. |
Audit Rights | Upon reasonable notice, Heritage shall allow, and Heritage shall ensure that Japer allows, Premier access to such records during normal working hours. |
Audit Rights | The Procurement Group shall ensure that the Supply Contract shall afford its designated representatives reasonable rights of access to examine, test and inspect the submarine cable, land cable, submarine cable and land cable equipment, material, supplies and installation activities. |
Audit Rights | Such audit may be made no more than once each Fiscal Year (unless an audit reveals a violation under this Agreement, in which case an additional audit may be conducted within such Fiscal Year); |
Audit Rights | During the 12 month period following the payment of any amount due under this Article 6, VerticalNet or its representative shall have the right to audit LeadersOnline's financial and other pertinent records relating to such payment in order to verify the amount of the payments owed and/or paid. |
Audit Rights | Vericel shall have the right from time to time during the Term of this Agreement, but not more than [***] (unless (i) otherwise agreed between the Parties or (ii) if Section 3.4(b) below applies) during normal business hours and upon not less than [***] prior notice (unless Section 3.4(b)(iv) applies), to enter and inspect any Facility and any related utilities and/or services used in Manufacturing Product in order to carry out a cGMP quality and compliance audit of those parts of the Facility involved in or which could have any impact on Manufacture of such Product (including those used for storing, warehousing and/or testing and utilities), including for the purpose of confirming that no types of product which could reasonably be expected to impact the quality of the Product are being manufactured on site in deviation of cGMP. |
Audit Rights | The cost of such an audit will be borne by NAI unless a material discrepancy indicating inadequate record keeping or that additional fees due to NAI are discovered, in which case the cost of the audit shall be borne by Co-Host. |
Audit Rights | About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement. |
Audit Rights | PNC or its contracted third-party auditors may enter and audit/inspect Supplier’s facilities where the Ingredients are produced, stored, packaged or otherwise processed [***] unless food safety is at issue or PNC has a good faith reason to believe the Ingredients are being stored, packaged, or processed <omitted> in a way that is inconsistent with the Specifications, in which case an audit may be performed at any time during the Term. |
Audit Rights | The BSP itself may also audit the Supplier’s (and its subcontractors) records relevant to the supply of the Services for any reasonable purpose including processes, procedures and performance for operational risk assessment, regulatory requirements and annual reporting. |
Audit Rights | At the request of the other Party, each Party will, and will cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by the other Party and reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 7.7 (Financial and Other Records) solely to confirm the accuracy of all financial reports, invoices and payments made hereunder or Budget spending under an approved Workflow Development Plan. |
Audit Rights | LICENSOR shall have the right to use a certified public accountant to inspect and audit all the related records and books of plan_b to ensure plan_b's compliance with the terms of this Agreement. |
Audit Rights | Each Party will comply with any reasonable safety and security measures which may be imposed by the other Party when visiting such other Party’s location. |
Audit Rights | Not more than one (1) audit will be required by any or all of the Participants for any fiscal year. |
Audit Rights | At the request of Harpoon, AbbVie shall permit an independent public accounting firm of nationally recognized standing designated by Harpoon and reasonably acceptable to AbbVie, [***], to audit the books and records maintained pursuant to this Section 6.11 to ensure the accuracy of all reports and payments made hereunder, including any permitted deductions from Net Sales pursuant to Section 1.108. |
Audit Rights | In case it is necessary for AFSL/FSL to access to any materials or information of the Company prepared or otherwise made on or before the Put Closing Date or the Call Closing Date due to requirement by any Governmental Authority or any third party on or after the Put Closing Date or the Call Closing Date, then, TPH/TPH-A shall fully cooperate, and shall cause the Company to fully cooperate, with AFSL/FSL so that AFSL/FSL can access such materials or information. |
Audit Rights | Costs incurred by Ehave in connection with any audit or inspection conducted shall be borne by Ehave. |
Audit Rights | The PG shall ensure that the Supply Contract shall afford them or their designated representatives reasonable rights of access to examine, test, and inspect the APCN 2 cable equipment, material, supplies and installation activities. |
Audit Rights | CPDC shall: (a) conform to the provisions detailed within the Quality Agreement, which includes the right of FUSION to conduct inspections, and the responsibility of CPDC to conduct quality control testing of Product prior to shipment and ensure conformance with the Specifications. CPDC shall retain or have retained accurate and complete records pertaining to such testing. |
Audit Rights | The audit will be conducted during normal business hours, at convenient times. |
Audit Rights | MediWound shall make such records and data available for Vericel’s review on Vericel’s reasonable request as mutually agreed by the Parties. |
Audit Rights | The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2. |
Audit Rights | Pretzel Time or its designee shall have the right at any time during business hours and without prior notice to Franchisee, to inspect, audit and copy or the right to cause to be inspected, audited and copied, the business records, bookkeeping and accounting records, sales and income tax records and returns and other records of the Franchised Business, including but not limited to, daily cash reports, cash receipts journal and general ledger, cash disbursements journal and weekly payroll register, monthly bank statements and daily deposit slips and cancelled checks; tax returns, supplier invoices, dated cash register tapes, weekly inventories, sales reports, financial statements and tax returns and the books and records of any corporation or partnership which holds the Franchise including the personal financial records and tax returns of the Franchisee during and after the term of the Franchise Agreement. |
Audit Rights | Any costs and expenses associated with such inspections shall be for the account of the party requesting such inspection. |
Audit Rights | During normal business hours and with reasonable advance notice to the Recording Party, such records shall be made available for inspection, review and audit, at the request and expense of Theravance, by an independent certified public accountant, or the local equivalent, appointed by Theravance and reasonably acceptable to the Recording Party for the sole purpose of verifying the accuracy of the Recording Party’s accounting reports and payments made or to be made pursuant to this <omitted> Agreement; provided, however that such audits may not be performed by Theravance more than once per Calendar Year. |
Audit Rights | Customer grants to Cisco and its independent accountants the right to examine Customer's books, records and accounts during Customer's normal business hours to verify compliance with this Agreement. |
Audit Rights | Sonos reserves the right to inspect any Sonos Tools in IAC’s control at any time, provided it gives IAC at least forty-eight (48) hours advance notice. |
Audit Rights | Such examination shall be made at the regular place of business of PageMaster Corporation where such books and records are maintained during normal business hours and shall be conducted at Go Call's expense by a certified public accountant or other Go Call executive so designated by Go Call. |
Audit Rights | The Sub-Advisor shall maintain proper and complete records relating to the services to be provided under this Agreement for such period of time as may be required under Applicable Law, including (as applicable, in respect of the relevant Discretionary Funds) records with respect to the acquisition, holding and disposal of securities on behalf of the Funds, details of all brokers used and the aggregate dollar amount of brokerage commission paid in that regard to each broker. |
Audit Rights | Supplier shall use its commercially reasonable efforts to permit CUTANEA to have access to Supplier’s (and its agents’ and subcontractors’) facilities upon reasonable notice, during normal business hours for any reasonable purpose, including compliance with current Good Manufacturing Practices and the Act. |
Audit Rights | Each Party shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of calculating all payments payable under this Agreement, including, for Roche, the right to audit materials necessary to ensure compliance with the most favored customer provisions of Article 5. |
Audit Rights | The exercise by any Party in whole or in part, at any time of the right to inspect and/or audit records and accounts or of any other right herein granted, or the acceptance by such Party of any statement or statements or the receipt and/or deposit by such Party, of any payment tendered by or on behalf of an audited Party shall be without prejudice to any rights or remedies of the accepting Party and such acceptance, receipt and/or deposit shall not preclude or prevent such accepting Party from thereafter disputing the accuracy of any such statement or payment. |
Audit Rights | allow COFS or its authorized representatives to enter upon the premises at reasonable times to be arranged in advance of entry |
Audit Rights | In the event that any such inspections show an underreporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then Company shall pay the cost of such examination. |
Audit Rights | In connection with the promotion, marketing and sale of the Product, EKR shall, without limitation: <omitted> |
Audit Rights | All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement. |
Audit Rights | Not more than once per calendar quarter, each Party or its independent auditor (who shall be a certified public accountant) shall have the right, on not less than fifteen (15) calendar days prior notice and not during the first twenty (20) days after the close of any fiscal quarter of the other Parties, or within sixty (60) day of the close of such Parties’ respective fiscal years, to audit the books of account and records of any and all such Parties. Such audit shall be conducted at the premises where the audited Party maintains consolidated books of account; provided however, that the auditing Party may conduct all or any part of such audit at any of the audited Party’s premises where any relevant books of account and/or records are located |
Audit Rights | The Franchisee shall also submit to BKC quarterly balance sheets for the Franchisee itself and not merely of the Franchised Restaurant, the first of which shall be for the period ending forty-five (45) days after the expiration of the first calendar quarter after the Franchised Restaurant opens. |
Audit Rights | Once every 12 months, the party receiving payment or its designee may inspect such records to verify reports. |
Audit Rights | The Auditing Party agrees that any information learned or disclosed by its auditor in connection with such audit is Confidential Information of the Audited Party. |
Audit Rights | For this purpose, each Maintenance Authority shall retain significant records, including recorder charts, for a period of not less than five (5) years from the date of the record. |
Audit Rights | If an inspection discloses an understatement in any report of two percent (2%) or more, you will also reimburse us for any and all costs and expenses connected with the inspection (including, without limitation, reasonable accounting and attorneys' fees), and we will thereafter have the right to require you to submit annual financial statements, prepared in accordance with generally accepted accounting principles, audited by an independent certified public accountant. |
Audit Rights | Both parties are entitled to reports of sales and to conduct periodic audits to ensure accuracy of Payments as follows: |
Audit Rights | NICE shall have the rights to conduct audits of the Manufacturing Outsourcing Services and related facilities, systems, and records as set forth in this Section 10 for the purpose of auditing Contractor's compliance with the provisions of this Agreement, all subject to the limitations below. |
Audit Rights | Each Party to this Agreement, at its own expense, shall have the right to inspect from time to time the operation and maintenance of any portion of the APCN 2 and to obtain copies of the maintenance records. |
Audit Rights | Upon receipt of such information, Calm shall have thirty (30) days (the “Calm Review Period”) to review the Calm Audit Results. |
Audit Rights | During the term of this Agreement and for one year thereafter, VerticalNet shall have the right to appoint a certified public accountant to audit Impresse's financial records relating to such payment to verify the accuracy of Impresse's financial records in order to verify the amount of the payments owed and/or paid hereunder, but no more frequently than once per year. |
Audit Rights | Owner shall engage an auditor for this purpose no later than 45 days after the end of each fiscal year. |
Audit Rights | Upon reasonable written notice (and no more often than once every 150 days), the auditing Party shall have the right, during normal business hours, to audit the books and records maintained by the audited Party pursuant to this Agreement to ensure the accuracy of all reports and payments made hereunder. |
Audit Rights | 5.1.1 Inspect the Facilities, documents and equipment used, or to be used, in the Manufacture of the Product(s); |
Audit Rights | Such inspection shall be undertaken by an independent public accountant or accounting firm appointed by the requesting party and about whom the other party does not express a legitimate concern. |
Audit Rights | Either Party shall have the right from time to time to audit and make extracts of the books and records of the other, insofar as said books or records pertain to the terms of this Agreement. |
Audit Rights | Roche shall be entitled, upon reasonable notice and during FMI’s regular business hours, to visit FMI’s facility (and those facilities of its subcontractors), including FMI’s CLIA-compliant <omitted> facilities, to audit for quality assurance purposes its facilities, documentation and procedures used in conducting its activities pursuant to thisAgreement. |
Audit Rights | f. Inspect and copy any books, records and documents relating to the operation of the Unit. Franchisee agrees to cooperate fully with Pretzel Time in connection with any such inspections, observations, photographing, video taping, Product removal and interviews. Franchisee shall present to his customers such comment or evaluation forms as Pretzel Time periodically prescribes and shall participate and/or request his customers to participate in any surveys performed by or on behalf of Pretzel Time. |
Audit Rights | In addition to the foregoing audit rights of the parties, during the Term, NCM and its authorized agents shall have the right, upon reasonable advance notice, to inspect any Network Affiliate premises or facilities involved in the performance of this Agreement to confirm the performance and satisfaction of Network Affiliate’s obligations hereunder. |
Audit Rights | Each Party will provide the other Party with the right to inspect such records, and upon request will provide copies of all such records, to the extent reasonably required for the exercise or performance of such other Party’s rights or obligations under this Agreement, provided that any information disclosed under this Section 2.7 will be subject to the terms and conditions of Section 5. |
Audit Rights | Vertex has the right, at its sole expense and during normal working hours, to have a third party accountant examine the records of Bunker One. |
Audit Rights | In addition, the Franchisee shall submit to BKC copies of tax returns relating to the Franchisee's sales at the Franchised Restaurant at the same time the returns are filed, and such other records as BKC may reasonably request from time to time. |
Audit Rights | During the Term of this Agreement, HealthGate shall accommodate one employee or representative of Publishers at HealthGate's office for the purpose of reviewing and understanding the operation of the Site. |
Audit Rights | Manufacturer shall make such Records readily available for such audit. |
Audit Rights | Make available, during normal business hours, at a Party=s offices all records, books, agreements, policies and procedures relating to the use and/or disclosure of Confidential Information that is subject to this Agreement, to the other Party within ten (10) days of a Party's written request, for the purpose of enabling a Party to verify the other Party=s compliance with the terms of this Agreement |
Audit Rights | The accounting firm shall disclose to the Requesting Party only whether the reports are correct or incorrect and the specific details concerning any discrepancies. |
Audit Rights | At the expense of the auditing Party, the auditing Party shall have the right to engage an internationally recognized, independent public accountant reasonably accept able to the other Party to perform, on behalf of such Party an audit of such books and records of the audited Party and its Affiliates, its licensees and Sublicensees, that are deemed necessary for the period or periods requested by the auditing Party and the correctness of any financial report or payments made under this Agreement, including with respect to benefits and terms complying with the most favored <omitted> customer provisions of Article 5. |
Audit Rights | In no event shall audits be made more frequently than semiannually unless the immediately preceding audit disclosed a material discrepancy. |
Audit Rights | In addition, Detto shall make its offices and equipment available in person, upon reasonable notice, and to the extent feasible, remotely, to PivX to inspect and test Detto's physical and technical set-up to ensure that Detto is complying with its obligations under this Section. |
Audit Rights | The Custodian will give the Depositor, the Issuer and the Indenture Trustee access to the Receivable Files and the receivables systems to conduct a review of the Receivables. |
Audit Rights | The Contractor shall supply copies of any such documents, files, or other records upon the request of the Company, as soon as is reasonably and commercially practicable at the Company’s cost and expense. |
Audit Rights | If Qualigen does not pass such audit and the reasons for such failure cannot be remedied within a reasonable period of time or Qualigen fails or elects not to complete any remedial actions reasonably suggested by Sekisui, then Sekisui’s sole and exclusive remedy shall be to terminate this Agreement in accordance with the provisions of Section 14 of this Agreement, with such termination to be effective upon receipt of a termination notice by Qualigen sent by Sekisui at any time after the sixty day remedy period described in this Section 5.4 has passed |
Audit Rights | Bioamber shall have the right to audit Cargill time sheets from time to time. |
Audit Rights | The inspections shall be performed in a manner which minimizes interference with the operation of the Franchised Restaurant. |
Audit Rights | Inspections shall be conducted at a reasonable time and during normal hours of operation. |
Audit Rights | NICE agrees to conduct the audits in a reasonable manner so as not to cause undue disruption to Contractor's provision of the Manufacturing Outsourcing Services and such audits shall be conducted during business hours, and shall be coordinated with Contractor. |
Audit Rights | If the Payor audit confirms the report of the Payee's auditor, then the Payor will pay the deficiency within fifteen (15) days from the time Payee invoices for the deficiency. |
Audit Rights | Notwithstanding the foregoing, Achaogen shall have the right to conduct “for cause” audits (either by itself or through a Third Party reasonably acceptable to Microgenics) [***] during normal business hours of the [***], including in the event of a failure to supply the Assay as specified under Section 4.3.2. |
Audit Rights | Company shall have the right, under EUR OPS or PART M equivalent applicable regulation approval, to audit the management and the performance of the Services provided by the Repairer under this Agreement, subject to giving a [*****] prior Notice to the Repairer. |
Audit Rights | IBM may perform process audits at MSL's or an MSL Related Company's Work Center or MSL's subcontractors' facilities to assure that identified IBM specifications have been complied with. |
Audit Rights | Such inspections may be made no more than once each Fiscal Year (unless an audit or inspection reveals a material inaccuracy in reports made under this Agreement, in which case it may be repeated within such Fiscal Year), and during normal business hours, with reasonable efforts to minimize disruption of Distributor’s normal business activities. |
Audit Rights | No more than [*] audit may be conducted in any [*] month period, unless the then-most-recent audit reveals a discrepancy of more than [*] percent ([*]%) in the total applicable amount reported by HSWI. |
Audit Rights | In addition to the rights set out in Section 3.4(a), where (i) any audit carried out in accordance with this Section 3.4 has identified any breach of this Agreement, (ii) Vericel has a reasonable basis to suspect a breach of this Agreement, (iii) any previous audit carried out in accordance with this Section 3.4 has identified any major or critical findings, or (iv) if such audit is in response to or following an audit from a regulatory agency, and such audit resulted in a 483 or equivalent citation, then Vericel shall have the right to carry out, upon reasonable prior notice and during normal business hours, follow up compliance audit(s). |
Audit Rights | In addition, if any such inspection reveals an underpayment of more than five percent (5%) for the period under audit, Corio shall reimburse Changepoint for the reasonable cost of the examination. |
Audit Rights | During the term of this Agreement and the five (5) year period immediately following termination of this Agreement, Licensor will have the right, at its own expense, to audit and examine Licensees records concerning either (a) the reproduction and sublicensing of the Licensed Products and the resulting fees due to Licensor or (b) compliance by Licensee with its obligations as to confidentiality under this Agreement. |
Audit Rights | HEMISPHERX may perform audits for initial qualification of SCIEN as well as periodic audits and “for cause” audits. |
Audit Rights | If such examination reveals a deficiency in any amounts paid, Reseller agrees to pay any such deficiency forthwith upon demand, plus interest calculated in accordance with Section (Late Charges and Taxes) above and, if in excess of 5%, the cost of the audit incurred by Diversinet. |
Audit Rights | for the period beginning a reasonable time before the filing of the Registration Statement and for as long as Moelis Holdings is required to cause the Registration Statement to remain current under Section 13.1(a)(ii), and except to the extent prohibited by applicable law and subject to entering into customary confidentiality agreements, after reasonable advance notice, make available for inspection by the SMBC Unit- Holders, any underwriter participating in any disposition of the Registrable Securities, and any Representative for the SMBC Unit-Holders or such underwriter, during business hours and at the location designated by Moelis Holdings, any financial and other records and corporate documents of Moelis Holdings as will be reasonably necessary to enable them to conduct reasonable and customary due diligence with respect to Moelis Holdings and the related Registration Statement and Prospectus, provided, however, that records, documents and information obtained hereunder will be used by such inspecting person only to conduct such due diligence; |
Audit Rights | An audit under this Section 8.4 shall not occur more than [***] in any Calendar Year, except in the case of any subsequent “for cause” audit. |
Audit Rights | In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney’s fees incurred in connection therewith. |
Audit Rights | Such audits shall be at the auditing Party’s cost, except that, subject to Section 5.5, if an audit by an independent accounting firm establishes a deficiency of more than three percent (3%) between the amount shown to be due to the auditing Party and the amount actually paid for the period being audited, all actual and reasonable costs and expenses incurred by the auditing Party in connection with such audit shall be paid by the audited Party, along with the amount of any deficiency, within five (5) business days. |
Audit Rights | Manufacturer's manufacturing records shall be available to EMV during spot checks and site inspections pursuant to Section 2.4, and upon request to allow EMV to provide such information to certification authorities as may be required. |
Audit Rights | The Servicer shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Owner at any time during normal business hours. |
Audit Rights | Supplier shall not charge CUTANEA for time and expenses incurred by Supplier (or its agents and subcontractors) in connection with an Annual Audit. |
Audit Rights | c. Remove samples of any Products, materials or supplies for testing and analysis; |
Audit Rights | Such audits shall be conducted on a mutually agreed upon date (which shall be no more than ten (10) Business Days after Bank of America’s written notice of time, location and duration), subject to reasonable postponement by Supplier upon Supplier’s reasonable request, provided, however, that no such postponement shall exceed twenty (20) Business Days. |
Audit Rights | SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT (“SIGA’s Auditor”), have access during normal business hours, and upon [***] Business Days’ prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA’s request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA’s Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees. |
Audit Rights | All audits shall be conducted in a manner that is intended to minimize disruption to the operations at such Facilities. |
Audit Rights | At least […***…] during the time a Work Stream remains in effect, unless otherwise agreed by the Parties, FMI shall have the obligation to prepare and provide to the JRDC a summary presentation on the progress of the work performed by FMI in the course of each Work Stream during the preceding […***…]. |
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