A xxxx Rights. Escrow Agent shall retain and make available for audit purposes, upon request by Depositor or Registrant (or by a third party on behalf of Registrant), all Depositor- and Registrant-related records and documentation, including invoices, correspondence, contracts and service logs. During the term of this Escrow Agreement and for a two-year period thereafter, Depositor and Registrant (or a third party on behalf of Registrant) shall each have the right to inspect the written records of Escrow Agent pertaining to this Escrow Agreement. Any inspection shall be held during normal business hours and following at least three (3) Business Days’ prior notice. The party requesting such audit shall bear the cost of conducting the same; provided, however, that in the event such audit uncovers inaccuracies in such records, Escrow Agent shall reimburse such party for such costs and provide a credit to Registrant of all fees paid to Escrow Agent hereunder attributable to such inaccuracies.
A xxxx Rights. The Seller will keep accurate and complete books, records and accounts related to Marketplace Program transactions and this Agreement, and will allow Makro, or its duly authorised representative, the right, upon not less than five (5) business days prior written notice, during the Term of this Agreement and for two (2) years after its termination or expiration, to conduct, during regular business hours, full and independent audits and investigations of all information, books, records and accounts reasonably required by Makro to confirm the Seller’s compliance with the terms of this Agreement and applicable Law.
A xxxx Rights. The Seller shall keep books, records, and accounts with sufficient detail and precision as to clearly reflect its transactions and the use or disposition of its resources or assets. The Seller agrees that Makro has the right to audit the transactions related to the Seller’s execution of its obligations under this Agreement at any time and upon reasonable notice.
A xxxx Rights. During the term of this Agreement and for the three (3) year period following termination of this Agreement, upon reasonable notice, but not to exceed fifteen (15) days, Veeam will be entitled to audit the VCSP’s records to verify the VCSP’s compliance with: (i) all terms of this Agreement including, but not limited to: territorial restrictions, program compliance, protection of proprietary rights, confidential information, and payment obligations and (ii) any Veeam policies applicable to VCSPs. During such period, VCSP (i) shall maintain complete, clear and accurate records regarding any activity related to Veeam Software Products obtained under this agreement; payments received (irrespective of the source); and any other record necessary to demonstrate compliance with the Agreement and (ii) shall permit Veeam or its designate to audit such records to verify compliance, and shall provide its full cooperation. In the event an audit reveals that the VCSP is not in compliance, Veeam shall be entitled to immediately terminate the VCSP from the VCSP Partner Program and/or pursue all legal, injunctive and equitable remedies available. Any such audit will be performed at Veeam’s expense during normal business hours and with full cooperation by the VCSP, provided further that the VCSP shall promptly reimburse Veeam for the cost of such audit if such audit reveals (i) any evidence that the VCSP has violated governing laws, VCSP Partner Program rules or Veeam policies, (ii) misrepresentation of usage data, or (iii) any other material breach of this Agreement. The VCSP shall be required to immediately reimburse Veeam for any and all underpayments and/or improperly obtained VCSP Partner Program benefits, incentives or discounts uncovered by an audit or similar investigation.
A xxxx Rights. Vendor shall maintain written or electronic records reflecting the basis for any charges billed in connection with a PO for five (5) years after Vendor’s receipt of Phase Four’s final payment with respect to the PO. Phase Four shall have the right, but not the obligation, at any time or from time to time, during regular business hours, upon not less than twenty-four (24) hours’ prior notice to Vendor, to inspect, audit or examine Vendor’s operations, records, systems and facilities to determine Vendor’s and any sub-contractor’s compliance with the PO and the basis for any amounts billed to Phase Four. Any such inspection, examination, and/or audit shall not (i) relieve Vendor of any obligation, responsibility or liability, or (ii) constitute Phase Four’s approval of or consent to any actions undertaken or methods, systems and/or procedures used by Vendor. Any inspection, examination and/or audit that Phase Four may perform shall be for Phase Four’s sole benefit. If any such audit discloses any overcharges, Vendor shall, on demand, pay Phase Four the amount of such overcharges, together with interest on such overcharges at the rate of ten percent (10%) per annum, or the maximum amount allowed by law, whichever is less, from the date of each such overcharge, until reimbursed to Phase Four. If any such audit discloses overcharges, in addition to any amounts to which Phase Four may be entitled, Vendor shall, on demand, reimburse Phase Four for all costs and expenses incurred by Phase Four in connection with such audit.
A xxxx Rights. 11.1. Subject to Sections 11.2 and 11.3, Processor shall make available to an auditor mandated by Controller in coordination with Processor, upon prior written request, such information reasonably necessary to demonstrate compliance with this DPA and shall allow for audits, including inspections, by such reputable auditor mandated by the Controller in relation to the Processing of the Controller Personal Data by the Processor, provided that such third-party auditor shall be subject to confidentiality obligations.
A xxxx Rights. Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, Lifesize shall make available to Customer that is not a competitor of Lifesize (or Customer’s independent, third- party auditor that is not a competitor of Lifesize) (collectively, “Auditor”) information regarding Lifesize’s compliance with the obligations set forth in this Addendum and the SCCs.
A xxxx Rights. Vendor’s (including any third party auditor retained by Vendor) may audit the records and systems of Licensee to ensure compliance with the terms of this Agreement and each applicable Order Form(s). Vendor will notify Licensee in writing at least ten (10) business days prior to any such audit. Any such audit will be conducted during Licensee’s regular business hours at Licensee’s location and will not interfere unreasonably with Licensee’s business activities. Vendor may audit Licensee no more than once in any twelve (12) month period. If an audit reveals that Licensee is using a Component System beyond the scope of the license granted herein (such as for example, for a number of users greater than those that Licensee licensed pursuant to this Agreement), then, customer will reimbursed vendor for all additional users, or modules per Appendix C Pricing Index of DIR Contract No. DIR-CPO-4491 .
