Accounting and Audit Rights. Each LICENSED PARTY shall maintain complete and accurate books and records, for no less than seven years, relating to the rights and obligations under this AGREEMENT and any amounts payable to JHU. Such books and records shall include information sufficient to permit JHU to confirm the accuracy and completeness of any payments and reports delivered to JHU and compliance in all other respects with this AGREEMENT. Upon 14 days’ notice, a LICENSED PARTY shall make such books and records available for inspection by JHU or its designee (provided that such designee has signed a confidentiality agreement with terms consistent with those in Article 6 of this Agreement) during normal business hours, to verify any reports, accuracy and completeness of payments and/or compliance with this AGREEMENT. In the event the inspections shows an underpayment to JHU of 5% or more for any quarter during the period examined, LICENSEE shall bear the full cost of the inspection, which shall be due and payable (along with past due ROYALTY, ROYALTY shortfall and other payment amounts plus interest per Section 4.18 from the date that such payments should have been made to JHU) within thirty (30) days of receiving notice from JHU of the inspection results. JHU may exercise this inspection right not more than annually, unless prior inspections show consistent underpayment of 10% or more (in which case JHU may conduct follow up inspections at its discretion).
Accounting and Audit Rights. Guidance Note for clause 6.1: The nature of the records required to be kept will depend in part on how the Fees are set. If the Fees are based on volume or revenue, it will be necessary for the Licensee to keep and provide 'open books' so that the Licensor can see that the Fees and invoices have been generated appropriately. This will also need to be implemented with any Affiliates of the Licensee and sublicensees. The Licensee will need to manage its own arrangements to ensure it has access to this information.
Accounting and Audit Rights. 18.1. Statements, Books, and Records. Contractor agrees to furnish OMPA, in such form as will be reasonably satisfactory to OMPA, such detailed statements pertaining to the cost of material and labor as may be necessary for OMPA to comply with the requirements of its internal purchasing and accounting policies or any governmental regulatory authority having jurisdiction over OMPA. In determining the amount of compensation payable to Contractor, Contractor will, during the period of performance of work invoiced on a time and material basis, maintain books, records, documents, and other supporting data relating to the amounts invoiced.
Accounting and Audit Rights. The Reseller shall keep and maintain --------------------------- full and accurate books of account and records covering all Software Copies duplicated by Reseller pursuant to Section 2 above. LA or its designees shall be entitled, at its expense, to audit and inspect such books and records on a quarterly basis during or after the License Term during reasonable business hours and in each case upon five business (5) days prior written notice to the Reseller, and make copies and summaries of such books and records. All such books of account and records shall be retained by the Reseller for a minimum of seven (7) years after expiration or termination of this Agreement. If LA or its duly authorized representative discovers a deficiency in the payments to LA pursuant to any statement in the period under audit (an "Audit Deficiency"), the Reseller shall promptly pay such Audit Deficiency to LA and, if such Audit Deficiency is three percent (3%) or more of the payments made to LA pursuant to any statement in such audit period, the Reseller shall promptly pay all costs and expenses incurred by LA in connection with such audit. If such Audit Deficiency is twenty percent (20%) or more of the amounts paid to LA pursuant to any statement in the period under audit, then in addition to the above, LA may, at its sole option, immediately terminate the Agreement upon written notice to the Reseller, even if the Reseller tenders the Audit Deficiency and associated costs and expenses to LA.
Accounting and Audit Rights. Licensee shall at all times keep an accurate account of all operations and transactions within the scope of this Agreement. Within thirty (30) days after the end of each quarter, Licensee shall give to LS&CO.: a statement presenting (i) a listing of each retailer to which Licensee sold Products in such period and the sales to each such retailer in such period expressed in both units of each Product sold and aggregate Net Sales for each Product sold and (ii) aggregate gross sales, aggregate trade discounts, aggregate merchandise returns and aggregate Net Sales of all sales of Products by product category. These statements shall be in sufficient detail to be audited from the books of the Licensee and shall be certified by the chief financial officer of Licensee. No later than forty five (45) days after the end of Licensee's fiscal year, Licensee shall give to LS&CO.: (i) a statement, certified by the chief financial officer of Licensee, showing aggregate gross sales, aggregate trade discounts, aggregate merchandise returns and aggregate Net Sales of Products made by Licensee; and (ii) copies of Licensee's audited balance sheet, income statement, statement of cash flows and statement of stockholders' equity, and the notes to those statements, as of the year-end and for the twelve-month period then ended. During the term of this Agreement and for a period of five (5) years after its termination or expiration, LS&CO. or its agents, at LS&CO.'s sole expense, may inspect and audit all the books of account of Licensee relating to performance by Licensee of its obligations under this Agreement, including, without limitation, those relating to computation of Net Sales.
Accounting and Audit Rights. 6.1Record keeping
Accounting and Audit Rights. (a) The School must keep proper, accurate and complete books and records relating to:
Accounting and Audit Rights. During any Term hereunder, Company shall furnish to Talent, on a quarterly basis, within thirty (30) days after the last day of each quarter, a complete detailed statement setting forth all gross sales revenues including number, description and sales price of product shipped and sold. Include itemized list of all deductions permitted hereunder to arrive AT ROYALTIES SET FORTH HEREIN. Compensation due Talent shall be paid to Talent simultaneously with the submission of these statements, unless payment is due earlier per the terms of this Agreement. Talent, or a representative designated by Talent in writing, shall be entitled to audit and examine and make copies of all records reasonably related to sales and/or calculation of royalties hereunder, upon reasonable prior written notice to Company. All such records must be maintained by Company for a period of two (2) years from the date of termination of this contract. Talent shall have the right to audit these records for a period of one (1) year following each Term set forth in Paragraphs 3 and 8. All such inspections shall be at the expense of Talent, unless such inspections disclose a variation of Client's accounting records of three percent (3%) or greater, in which case the reasonable out-of-pocket and audit expenses shall be paid for by Client.
Accounting and Audit Rights. HOLDCO shall keep and maintain full --------------------------- and accurate books of account and records covering all transactions relating to the calculation of the Royalties. LOOKSMART or its designees shall be entitled to audit and inspect such books and records on a quarterly basis during or after the term of this Agreement during reasonable business hours and in each case upon five (5) days prior written notice to HOLDCO, and make copies and summaries of such books and records. All such books of account and records shall be retained by HOLDCO for a minimum of two (2) years after expiration or termination of this Agreement. If LOOKSMART or its duly authorized representative discovers a deficiency in the Royalties paid to LOOKSMART pursuant to any Royalty statement in the period under audit (an "Audit Deficiency"), HOLDCO shall promptly pay such Audit Deficiency to LOOKSMART and, if such Audit Deficiency is five percent (5%) or more of the Royalties paid to LOOKSMART pursuant to any Royalty statement in such audit period, HOLDCO shall promptly pay the reasonable, out-of-pocket costs and expenses incurred by LOOKSMART in connection with such audit.
Accounting and Audit Rights. Without limiting the obligations of BLE in the Master Agreement (including, without limitation, Section 10(q) thereof), during the Concessionary Period, (a) BLE shall provide to Cargill copies of all financial statements, financial forecasts, financial models, business plans, material correspondence, and operations reports (“Information”) furnished by BLE or its representatives to its other lenders and trade creditors, (b) BLE shall furnish the Information to Cargill at the same time such Information is furnished to BLE’s other lenders and trade creditors, (c) BLE shall from time to time provide Cargill with such financial information and copies of relevant forbearance and stand-still agreements as Cargill may request and (d) Cargill and its accounting firm shall have the right, from time to time and at Cargill’s expense, to audit BLE’s books, records, and financial statements.
