Audit of Costs Sample Clauses

Audit of Costs. Upon written notice, Lilly and Isis shall each have the right at its own expense and not more than annually in or in respect of any Calendar Year, and during normal business hours, to audit those books and records as may be reasonably necessary to verify the accuracy and reasonableness of any costs incurred by the other Party and for which the other Party is seeking or has received partial reimbursement pursuant to Section 12.6 in respect of any Calendar Year ending not more than one (1) year prior to the date of such notice. Any information received or obtained in connection with an audit under this Section 12.8 is Confidential Information and both Parties shall retain all such information in confidence.
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Audit of Costs. Upon reasonable written notice to Phytera, Lilly shall have the right at its own expense and not more than annually in or in respect of any Calendar Year, and during normal business hours, to audit those books and records as may be reasonably necessary to verify the accuracy and reasonableness of any costs incurred by Phytera and for which Phytera is seeking or has received partial reimbursement from Lilly pursuant to this Article 4, in respect of any Calendar Year ending not more than one (1) year prior to the date of such notice. Any Phytera information received or obtained by Lilly in connection with an audit under this Section 4.7 is Confidential Information and Lilly shall retain all such information in confidence.
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Audit of Costs. Seller shall permit Purchasing Partners to have an independent third party accounting firm conduct periodic audits of records relating to Seller’s performance under this Agreement including without limitation relevant orders, invoices, volume reports and administrative fees. At a minimum, Seller shall maintain and have available for review the following documents in connection with an audit: electronic copies of volume and administrative fee files previously sent to Purchasing Partners, copies of the Membership Rosters utilized by Seller in performing under this Agreement, records of all sales made to Participating Members under PREMIER PURCHASING PARTNERS, L.P. STANDARD TERMS AND CONDITIONS GROUP PURCHASING AGREEMENT-CAPITAL EQUIPMENT Seller: Masimo Americas, Inc. Contract Number: PP-NS-540 this Agreement (in a format that allows for re-querying of the data), an electronic listing of all Products purchased during the term of this Agreement (in a format that allows for re-querying of the data) which can be used as the basis for confirming total Participating Member purchase volume and total Purchasing Partners Administrative Fees due under this Agreement, a cross reference between Seller’s internal customer numbers and Purchasing Partners-approved entity code numbers (in the event that Purchasing Partners’ entity code numbers are not loaded into Seller’s information system) and Participating Member Designation Forms and/or letters of commitment and their effective dates. The audits shall be conducted upon reasonable advance notice during regular business hours at Seller’s principal office and in such a manner as not to unduly interfere with Seller’s operations. In the event any audit reveals an underreporting of Purchasing Partners Administrative Fees in excess of the greater of $5,000 or 5% of the total Purchasing Partners Administrative Fees paid in any reporting period, or in aggregate for the entire audit period, then the costs of the audit, including labor, outside consultant fees, out-of-pocket expenses and administrative charges to perform the review shall be reimbursed to Purchasing Partners by Seller within thirty (30) days of Seller’s receipt of an invoice therefore from Purchasing Partners. In the event such audit reveals an over-reporting of Purchasing Partners Administrative Fees, Seller may apply such balance to subsequent monthly Participation Fee payments.
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Audit of Costs. Contractor shall permit BCH or its agent to conduct periodic audits of records relating to Contractor’s performance under this Agreement including without limitation relevant orders, invoices and volume reports. The audits shall be conducted upon reasonable advance notice during regular business hours at Contractor’s principal office and in such a manner as not to unduly interfere with Contractor’s operations.
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Audit of Costs. For a period of one year after each Development Plan year, TGC shall keep complete and accurate records of the hours of non-manufacturing time, the weeks of cGMP manufacturing facility time (both determined in accordance with Exhibit B) and the Third Party costs utilized in the performance of its obligations under the Development Plan, in sufficient detail to permit Celladon to verify the accuracy of TGC's reports to Celladon under Section 2.4(b). Such audit shall be limited to the computation of the FTE Rate and the Manufacturing Rate specified in Exhibit B, and the compilation of time, effort, and outside costs incurred by TGC in performance of the Development Plan. For a period of one (1) year following the completion of each calendar year, Celladon shall have the right to cause an independent, certified public accountant reasonably acceptable to TGC to audit such records to confirm such costs for a period covering not more than the preceding year. Such audits may be exercised during normal business hours upon reasonable prior written notice to TGC. Prompt adjustments shall be made by the parties to reflect the results of such audit. Celladon shall bear the full cost of such audit unless such audit discloses that TGC has overstated its costs in any report delivered by it with respect to the period audited by [*] or more, in which case, TGC shall bear the full cost of such audit and shall promptly reimburse to Celladon the amount of any overpayment.
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Audit of Costs. CBSMA shall maintain such books and records as necessary to establish the accuracy of the Hourly Labor Fee and Other Charges costs set forth in Section 4.1(a) and (e) above. GTC shall have the right, at GTC's expense, to conduct (either itself or via a nationally recognized independent certified public accountant) a reasonable inspection of such portion of the books and records of CBSMA to the extent necessary to verify the Hourly Labor Fee and Other Charges costs. In the event an audit reveals that GTC has been overcharged, then CBSMA shall reimburse GTC for all overcharged amounts.
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Audit of Costs. Seller shall permit Purchasing Partners or its agent to conduct periodic audits of records relating to Seller's performance under this Agreement including without limitation relevant orders, invoices, volume reports and administrative fees. The audits shall be conducted at Purchasing Partners' cost upon reasonable advance notice during regular business hours at Seller's principal office and in such a manner as not to unduly interfere with Seller's operations.
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Audit of Costs. Seller shall permit Purchasing Partners or its agent to conduct annual audits of records relating to Seller's performance under this Agreement including without limitation orders, invoices, volume reports and administrative fees, subject to Seller's obligations under any confidentiality agreement entered into by Seller and third party. The audits shall be conducted upon reasonable advance notice during regular business hours at Seller's principal office and in such a manner as not to unduly interfere with Seller's operations. Such audits shall be subject to the confidentiality provisions of this Agreement set forth in Article 12 above.
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Related to Audit of Costs

  • Payment of Costs Each party to a hearing before an arbitrator shall bear his/her own expenses in connection therewith. All fees and expenses of the arbitrator and of a reporter shall be borne one-half by the County and one-half by the grievant.

  • Reimbursement of Costs City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services.

  • Reimbursement of Costs and Expenses Seller shall have paid, or reimbursed Purchaser for, all reasonable and documented out-of-pocket expenses, including but not limited to reasonable legal fees of outside counsel and reasonable and due diligence fees, actually incurred by Purchaser in connection with the development, preparation and execution of this Agreement, the other Transaction Documents and any other documents prepared in connection herewith or therewith.

  • Payment of Costs and Expenses Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

  • Payment of Costs and Fees The Borrower shall pay to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent) to the extent provided in Section 10.5 of the Credit Agreement.

  • Allocation of Costs and Expenses The Company shall bear all costs and expenses for the administration of its business and shall reimburse the Advisor for any such costs and expenses that have been paid by the Advisor, or by any affiliate thereof, on behalf of the Company on the terms and conditions set forth in Section 6. These costs and expenses shall include, but not be limited to:

  • Recovery of Costs If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding (and any additional proceeding for the enforcement of a judgment) in addition to any other relief to which it or they may be entitled.

  • Allocation of Costs The Fund shall pay the cost of composition and printing of sufficient copies of its Prospectus and SAI as shall be required for periodic distribution to its shareholders and the expense of registering Shares for sale under federal securities laws. You shall pay the expenses normally attributable to the sale of Shares, other than as paid under the Fund's Distribution Plan under Rule 12b-1 of the 1940 Act, including the cost of printing and mailing of the Prospectus (other than those furnished to existing shareholders) and any sales literature used by you in the public sale of the Shares and for registering such shares under state blue sky laws pursuant to paragraph 8.

  • PAYMENT OF COSTS AND LEGAL FEES All reasonable costs and legal fees paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Bank if Executive is successful on the merits pursuant to a legal judgment, arbitration or settlement.

  • Other Costs and Expenses Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

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