Accurate Records; Audit Sample Clauses

Accurate Records; Audit. Customer shall keep complete and accurate records of all its obligations hereunder. Customer shall allow Verint or its agent reasonable access to audit Customer’s records and systems solely to verify general compliance with the terms and conditions of this Agreement, including, without limitation, Customer and/or Verint running Verint provided utilities to determine actual usage. Verint shall conduct such audits during Customer’s normal business hours with reasonable notice, or as otherwise reasonably requested by Customer.
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Accurate Records; Audit. Customer shall keep complete and accurate records of all its obligations hereunder. Customer shall allow Noname Security or its agent reasonable access to audit Customer’s records and systems solely to verify general compliance with the terms and conditions of this Agreement; provided Noname Security shall conduct such audits during Customer’s normal business hours with reasonable notice, or as otherwise reasonably requested by Customer.
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Accurate Records; Audit. Agent will keep identifiable and accurate records and accounts of all business and transactions effected pursuant to this Agreement. Upon reasonable notice and at reasonable time, Agent will permit Company to visit, inspect, examine, audit and verify, at Agent's offices or elsewhere, any of the properties, accounts, files, documents, books, reports, work papers and other records (other than documents subject to an attorney-client privilege and bank examination reports) belonging to or in the possession or control of Agent relating to the business covered by this Agreement and at Company's expense, to make copies thereof and extracts therefrom, provided that such audit shall not unreasonably interfere with Agent's normal course of business.
Sample 1Sample 2
Accurate Records; Audit. Customer shall keep complete and accurate records of all its obligations hereunder. Customer shall allow Axis Security or its agent reasonable access to audit Customer’s records and systems solely to verify general compliance with the terms and conditions of this Agreement; provided Axis Security shall conduct such audits during Customer’s normal business hours with reasonable notice, or as otherwise reasonably requested by Customer.
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Accurate Records; Audit. Agent will keep identifiable and accurate records and accounts of all business and transactions effected pursuant to this Agreement. Company and Agent shall mutually agree upon the types of records to be maintained. Upon forty-eight (48) hours advance notice, Company or its agents acting upon its behalf has the right to visit, inspect, duplicate, examine, audit and verify, at Agent's offices or elsewhere during regular business hours, any of the properties, accounts, files, documents, books, reports, work papers and other records belonging to or in the possession or control of Agent relating to the business covered by this Agreement and to make copies thereof and extracts therefrom, provided that such audit shall not unreasonably interfere with Agent's normal course of business.
Sample 1Sample 2
Accurate Records; Audit. Developer shall keep complete and accurate records of all its obligations hereunder. Developer shall allow Verint or its agent reasonable access to audit Developer’s records and systems solely to verify general compliance with the terms and conditions of this Agreement, including, without limitation, Developer and/or Verint running Verint provided utilities to determine actual usage. Verint shall conduct such audits during Developer’s normal business hours with reasonable notice, or as otherwise reasonably requested by Developer.
Sample 1
Accurate Records; Audit. The Buyer Companies will keep identifiable and accurate records and accounts of the Insurance Policies issued to Members pursuant to this Agreement. At all times during the Term, and for so long as the Sellers’ Compensation (as hereinafter defined) is due the Seller thereafter, the Seller and its accountants, representatives and agents, upon giving the Buyer Companies ten (10) Business Days’ prior written notice, shall have the right to visit, inspect, examine, audit and verify, at the Buyer Companies’ offices or elsewhere, any of the properties, accounts, files, documents, books, reports, work papers and other records (other than documents subject to an attorney-client privilege) belonging to or in the possession or control of the Buyer Companies relating to the Insurance Policies issued to Members pursuant to this Agreement and to make copies thereof and extracts therefrom to determine the accuracy of the Reports and the Seller’s Compensation and any other amounts due the Seller hereunder; provided, that without the prior consent of Buyer (not to be unreasonably withheld in the event of a dispute between the parties regarding the calculation of the Sellers’ Compensation) the Seller may not exercise such audit right more than once in any 12-month period. The Buyer Companies shall (and the Buyer shall cause the Acquired Companies to) cooperate with any Governmental Authorities having jurisdiction over the Seller in any review, audit or inspection of the Seller’s compliance with reporting, disclosure or other requirements pursuant to applicable Law. The Buyer Companies shall cooperate in all such reviews, audits or inspections. The Seller shall pay the cost of any such audits that it performs. Any overpayments or underpayments of the Seller’s Compensation shall either be returned to the applicable party or offset against future amounts due from the applicable party.
Sample 1
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Related to Accurate Records; Audit

  • Records; Audit The Contractor shall maintain during the term of the contract all books of account, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The Contractor agrees to make available to the City Auditor or the City Auditor’s designee, during normal business hours and in Broward, Miami-Dade or Palm Beach Counties, all books of account, reports, and records relating to this contract. The Contractor shall retain all books of account, reports, and records relating to this contract for the duration of the contract and for three years after the final payment under this Agreement, until all pending audits, investigations or litigation matters relating to the contract are closed, or until expiration of the records retention period prescribed by Florida law or the records retention schedules adopted by the Division of Library and Information Services of the Florida Department of State, whichever is later.

  • Records; Audits Merck will keep, and will cause each of the other Selling Parties, as applicable, to keep, and Moderna will keep, adequate books and records of accounting for the purpose of calculating all royalties and other amounts payable by either Party to the other Party hereunder and ensuring each Party’s compliance hereunder. For the [***] following the end of the Calendar Year to which each will pertain, such books and records of accounting (including those of its Affiliates, as applicable) will be kept at each of their principal place of business. At the request of either Party, the other Party will permit (and procure its Affiliates, to permit) an independent certified public accounting firm of internationally recognized standing selected by the auditing Party and reasonably acceptable to the other Party to have access during normal business hours to such of the records as may be reasonably necessary to verify the accuracy of the payments [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED due hereunder for any Calendar Year ending not more than [***] following the end of any Calendar Year. Such examinations may not be conducted more than once in any Calendar Year or be repeated for any Calendar Year. The accounting firm shall disclose to the auditing Party only whether the reports are correct or incorrect and the amount of any discrepancy. No other Confidential Information shall be provided. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by the auditing Party, provided that if the underpayment or overcharge exceeds [***], the audited Party shall pay the fees. Upon the expiration of [***] following the end of any Calendar Year, absent willful misconduct or fraud by a Party (its Affiliates, as applicable) the calculation of amounts payable with respect to such Calendar Year shall be binding and conclusive upon the Parties, and the Parties shall be released from any liability or accountability with respect to amounts payable for such Calendar Year. The auditing Party shall treat all financial information subject to review under this Section 8.6(c) in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party obligating it to retain all such Confidential Information in confidence pursuant to such confidentiality agreement.

  • Books and Records; Audits Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

  • Records, Audits and Reports At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company.

  • Separate Records The Partnership shall maintain (i) its books and records, (ii) its accounts, and (iii) its financial statements, separate from those of any other Person, except its consolidated Subsidiaries.

  • Records; Audit Rights Xxxxxx and its Affiliates and Sublicensees shall keep and maintain for [*****] years from the date of each Royalty Payment, Operating Income Payment and Sublicense Income Payment complete and accurate records of gross sales and Net Sales by Xxxxxx and its Affiliates and Sublicensees of each Product, in sufficient detail to allow Royalty Payments, Operating Income Payments and Sublicense Income Payments to be determined accurately. Enanta shall have the right for a period of [*****] years after receiving any such payment to inspect or audit, or to appoint at its expense an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit the relevant records of Xxxxxx and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Xxxxxx and its Affiliates and Sublicensees shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Royalty Payments and Sublicense Income Payments were correctly accounted for or determined. Enanta shall not exercise such inspection or audit right [*****]. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an underpayment by Xxxxxx, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of any shortfall, together with the interest payment as provided in Section 6.5.5. In the event that there was an overpayment by Xxxxxx, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) refund to Xxxxxx the excess amount. Enanta shall bear the full cost of such audit unless such audit discloses an underreporting by Xxxxxx of more than [*****] of the aggregate amount of Royalty Payment or Sublicense Income Payments payable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

  • Accurate Reports No Information Package or Interim Information Package (if prepared by such Seller Party, or to the extent information therein was supplied by such Seller Party) or other information, exhibit, financial statement, document, book, record or report furnished or to be furnished by or on behalf of such Seller Party to any Agent or any Investor pursuant to this Agreement was or will be inaccurate in any material respect as of the date it was or will be dated or (except as otherwise disclosed to such Agent or Purchaser at such time) as of the date so furnished, or contained or (in the case of information or other materials to be furnished in the future) will contain any material misstatement of fact or omitted or (in the case of information or other materials to be furnished in the future) will omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances made or presented.

  • Books and Records Reports (a) The Trustees shall keep a certified copy or duplicate original of this Trust Agreement on file at the office of the Trust and the office of the Administrator available for inspection at all reasonable times during its usual business hours by any Holder. The Trustees shall keep proper books of record and account for all the transactions under this Trust Agreement at the office of the Trust and the office of the Administrator, and such books and records shall be open to inspection by any Holder at all reasonable times during usual business hours. The Trustees shall retain all books and records in compliance with Section 31 of the Investment Company Act and the rules and regulations thereunder.

  • Records Reports To maintain records and to prepare and file reports required by law to be filed by the Trustee or required by agreement with the Company;

  • Books Records Accounting and Reports Section 8.1 Records and Accounting 74 Section 8.2 Fiscal Year 74 Section 8.3 Reports 74 ARTICLE IX

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