A xxxx Sample Clauses

A xxxx. Smart Meter usage data may be requested by Licensor in connection with an audit conducted in accordance with the terms of the applicable agreement(s) between User and Licensor (“Audit”). In the event of a conflict between the Product usage data presented in the Smart Meter tool and the results of an Audit, the results of the Audit will control.
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A xxxx. NYSERDA shall have the right from time to time and at all reasonable times during the term of this Agreement and for the maintenance period set forth in Section 4.05 hereof to inspect and audit any and all books, accounts and records related to this Agreement or reasonably necessary to the performance of an audit at the office or offices of the Contractor where they are then being kept, maintained and preserved pursuant to Section 4.05 hereof. Any payment made under the Agreement shall be subject to retroactive reduction for amounts included therein which are found by NYSERDA on the basis of any audit of the Contractor by NYSERDA, the State of New York or an agency of the United States not to constitute an allowable charge or cost hereunder. Article V A ssignments, Subcontracts and Performance
A xxxx. Customer agrees that 42Gears may, once in a calendar year and upon thirty (30) days prior written notice, enter Customer’s premises to audit Customer’s compliance with the provisions of this Agreement. 42Gears’s inspections shall be conducted during Customer’s normal business hours and will be restricted to the records pertaining to the Software provided hereunder or other 42Gears Confidential Information. 42Gears’s rights of inspection shall remain in effect through the period ending six (6) months from the termination or expiration of this Agreement.
A xxxx. The School shall undergo an independent financial audit conducted in accordance with governmental accounting standards and GASB Standards performed by a Colorado certified public accountant each fiscal year that meets state requirements and is acceptable to CDE. A draft audit will be provided to the District in written form no later than September 15th of each year. Final audits are due within 10 business days of the School receiving notice from the District that the audit may be finalized. The School will pay for the audit. In addition, the School shall transmit the final trial balance to the District using the CDE chart of accounts using the provided template by the last business day in September or as otherwise communicated in advance by the District. If the draft audit is not received by September 15th of each year, the School will be issued a Notice of Concern and shall have five business days to cure before the School will be in material breach of Contract.
A xxxx. Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three
A xxxx. Convercent shall, upon reasonable notice (no less than forty-five (45) days) and payment of a reasonable fee, not more than once a year (unless there is a material Security Breach, in which case a second audit is permitted), allow its procedures and documentation to be inspected or audited by Customer (or its designee) during business hours, and without interrupting Convercent’s business operations, in order to ascertain compliance with the obligations set forth in this Data Processing Addendum. For the avoidance of doubt, the scope of such audit shall be limited to documents and records allowing the verification of Convercent’s compliance with the obligations set forth in this Data Processing Addendum and shall not include financial records of Convercent or any records concerning Convercent’s other customers. Remote audits shall be utilized where possible, with on-site audits occurring only where a walkthrough of the premises is required.
A xxxx. Licensee grants EFJohnson the right to audit the use of the programs, and may require the Licensee to provide reasonable assistance and access to information in the course of such audit and allows EFJohnson to report the audit results to third-party software manufacturers of the Software if applicable. THE FOREGOING LIMITED OPERATIONAL WARRANTY, OTHER THAN THE WARRANTY SET FORTH IN SECTION 4 ABOVE, IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY LIABILITY OF EFJOHNSON OR ANY THIRD-PARTY SOFTWARE MANUFACTURER RELATED TO THE SOFTWARE FOR ANY CAUSE WHATSOEVER AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE DIRECT AND ACTUAL DAMAGES INCURRED BY LICENSEE, TO THE EXTENT RECOVERABLE BY LAW AND, IN NO EVENT, SHALL SUCH DAMAGES EXCEED THE PORTION OF THE PURCHASE PRICE OF THE EQUIPMENT WHICH IS ALLOCATED TO THE SOFTWARE ACCORDING TO EFJOHNSON'S PRICING POLICIES. UNDER NO CIRCUMSTANCES SHALL EFJOHNSON OR ANY THIRD-PARTY SOFTWARE MANUFACTURER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL OR DAMAGES OF ANY KIND, EVEN IN THE EVENT THAT EFJOHNSON IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER EFJOHNSON NOR ANY THIRD-PARTY SOFTWARE MANUFACTURER SHALL BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE, ARISING FROM THE USE OF THE PROGRAMS. THIS SOFTWARE LICENSE EXCLUDES THE APPLICATION OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT.
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A xxxx. In order to verify statements issued by Reseller and Reseller’s compliance with the terms of this Agreement, Ivanti or its designee may, upon two business days notice to Reseller, audit Reseller’s books of account and records, to which Reseller will provide reasonable access. Any such audit will be conducted at Reseller’s office during normal business hours and so as not to interfere unreasonably with Reseller’s business activities. If an audit reveals that the Reseller has underpaid fees due to Ivanti, Ivanti will invoice Reseller for such underpaid amounts based on Ivanti’s then- current price list, with the invoice subject to the general payment terms of this Agreement. If the underpaid fees exceed 5% of the fees due to Ivanti for the relevant period, then Reseller will pay the reasonable expenses associated with such audit. Audits will not be made more frequently than once per calendar year unless the immediately preceding audit discloses material discrepancies.
A xxxx. Upon reasonable notice and within the Shelter’s normal business hours, Hill’s shall have the right to audit and inspect the Shelter’s facilities, books, documents, papers and records directly relating to Shelter’s performance obligations under Sections 2 and 4, above.
A xxxx. Liquidware may, at its expense, conduct an audit to verify that Customer is using the Licensed Software in accordance with this Agreement. Any such audit shall be conducted during regular business hours, not more than once per year, and shall not unreasonably interfere with Customer’s business activities. If an audit reveals that Customer has distributed or allowed use of the Licensed Software in excess of the use permitted by the Order and this Agreement, then Customer shall pay Liquidware for such unauthorized use based on Appendix C Pricing Index of DIR Contract No. DIR-TSO-4385..
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