Audit by Client. Company will, after reasonable prior written notice from Client, provide Client with reasonable access to Company’s premises, records, and personnel so that Client may confirm, at Client’s sole cost, that Company has properly invoiced Client under this Agreement. Client may not remove any Company books, records, information of materials from Company premises or make copies of same without express written permission from Company.
Audit by Client. Upon Client’s request, but no more than once per year, SBL shall accept a formal audit of the Facility and, if necessary, the Warehouse, by Client and allow Client to inspect the Facility and, if necessary, the Warehouse, and Manufacture of the Product during provision of the Services solely to ascertain compliance by SBL with the terms of this MSA or any applicable PSA; provided, however that in the event Client uses a designee, SBL must provide prior written consent. SBL shall be reimbursed for its reasonable costs for additional audits, other than for-cause audits, beyond the audit described in the first sentence of this Section 7.2.1. SBL will make Commercially Reasonable Efforts to require vendors or subcontractor to accept an audit of their facilities by Client upon similar notice as described in Section 7.2.2 below.
Audit by Client. Upon at least * business days’ prior written notice, and, subject to the next sentence, no more than * per Facility, Hovione will permit two (2) (or such other number of persons agreed to by Hovione) Client representatives (which may include representatives of Client’s Affiliates and any of their respective consultants, but will not include representatives who are competitors of Hovione) who are subject to confidentiality obligations no less stringent than the confidentiality obligations set forth in this Agreement, to conduct, during normal business hours during the Term, quality assurance audits and inspections of Hovione’s Records and the Facilities related to Development Services or Manufacturing Services solely to ascertain compliance by Hovione with the terms of this Agreement in the performance of the Services. Notwithstanding the foregoing, (i) the vendor selection audit performed on the 12th and 13th of May, 2011 by Client or Client’s representatives to qualify Hovione as a vendor does not qualify as an * audit and (ii) any vendor selection audit to qualify Hovione to perform additional Services other than the Services included in the Work Plan that is attached as Appendix D, and preparatory audits conducted in preparation for an approval inspection by a Regulatory Authority may be conducted in addition to the foregoing * audit; and (iii) Client may, upon * business days’ written notice, conduct additional audits in the event any audit conducted by Client or an audit by a Regulatory Authority reveals a material compliance deficiency. All information disclosed or ascertained by Client in connection with any audit or inspection that is not Confidential Information of Client will be deemed to constitute Confidential Information of Hovione, subject to the terms of Section 11. Except as expressly set forth in the Work Plan, the costs of Hovione personnel participating in any audit under this Section will be borne by *.
Audit by Client. Upon Client’s request, but no more than once per year, SBL shall accept an audit of the Facility and, if necessary in the judgment of Client, the Warehouse, by Client and allow Client to inspect and audit the Facility and, if necessary in the judgment of Client, the Warehouse, and Manufacture of the Product solely to ascertain compliance by SBL with the terms of this MSA or any applicable PSA; provided, however that in the event Client uses a designee, SBL must provide prior written consent, which shall not be unreasonably withheld, conditioned or delayed. SBL shall be reimbursed for its reasonable costs for audits beyond the audit described in the first sentence of this Section 8.3.1, except for audits conducted to measure corrective action or remediation following a finding of deficiency either by Client in a previous audit or by a Regulatory Authority or as is contemplated by Section 8.3.2(ii). Client shall not be limited in the number of its audits conducted to measure corrective action or remediation, and such audits shall not count against the limit expressed in the first sentence of this Section 8.3.1. SBL will make Commercially Reasonable Efforts to require vendors or subcontractors to accept an audit or visit to their facilities by Client upon similar notice as described in Section 8.3.2 below.
Audit by Client. Upon Client’s request, but no more than [* * *], SBL shall accept a formal audit of the Facility, QC laboratories and, if necessary, the Warehouse, by Client and allow Client to inspect the Facility, QC laboratories and, if necessary, the Warehouse, and Manufacture of the Product during provision of the Services solely to ascertain compliance by SBL with the terms of this MSA or any applicable PSA (a “Standard Audit”); provided, however that in the event Client uses a designee, SBL must [* * *]. SBL shall be reimbursed for its reasonable costs for audits beyond Standard Audits and For Cause Audits (as defined below). SBL will make Commercially Reasonable Efforts to require vendors or subcontractor to accept an audit of their facilities by Client upon similar notice as described in Section 7.2.2 below and in the QAG. In addition to Standard Audits, upon notice as described in Section 7.2.2. below, Client may request a “for cause” audit due to [* * *] (a “For Cause Audit”). Upon receiving Client’s request for For Cause Audit, SBL shall schedule such an audit to be conducted within [* * *] days of receiving such a request.
Audit by Client. During the term of this Agreement and for a period of three years thereafter, upon reasonable advance written notice by the Client, RTA shall provide to the internal and/or external auditors and personnel of Client, reasonable access to RTA’s facilities including, without limitation, its respective records, systems, controls, processes, and operation locations, for the purpose of determining, as applicable, among other things compliance with: (i) regulatory requirements;
Audit by Client. Client may perform one audit per year (except as required to comply with government mandated audits)of the records specifically related to CONEXIS’ duties under this Agreement after providing thirty (30) days prior written notice to CONEXIS. No such audit shall last more than five (5) business days except in the event that Client or Client’s auditor discovers a systemic or material error that reasonably requires additional business days, in which case Client and its auditors shall use reasonable efforts to conclude the audit in a timely manner. Additionally, for reasonable cause in unusual circumstances, Client may perform further audits as needed with the understanding that Client will bear the full cost of such audits. Client’s auditor may perform audits provided such auditor signs a confidentiality agreement reasonably acceptable to CONEXIS and is not a direct competitor of CONEXIS’. Audits must be performed during CONEXIS’ standard business hours. CONEXIS will provide reasonable assistance and information to the auditors and Client shall reimburse CONEXIS for CONEXIS’ reasonable expenses, including, but not limited to, copying and labor costs associated with the audit. Client will provide CONEXIS with a summary of the findings from each report prepared in connection with any such audit and provide CONEXIS with a reasonable period of time following receipt of such report to provide written comments to the findings. Such reports will be considered confidential information that may not be further disclosed for any purpose except as required by applicable law. Under no circumstances is Client permitted to audit CONEXIS’ records that relate to other Clients.
Audit by Client. GREEN DISTRICT MEDIA will, after reasonable prior notice from Client, provide Client with reasonable access to GREEN DISTRICT MEDIA records and personnel so that Client may confirm, at Client’s sole cost, that GREEN DISTRICT MEDIA has properly invoiced Client under this Agreement.
Audit by Client. During the term of this Agreement, Aptiv Solutions will permit representatives of Client who are not competitors of Aptiv Solutions to examine, at a reasonable time during normal business hours and subject to at least ten (10) business days prior written notice to Aptiv Solutions: (i) the facilities where the Services are being, will be or have been conducted; (ii) related study documentation; and (iii) any other relevant information necessary for Client to confirm that the Services are being or will be or have been conducted in conformance with applicable standard operating procedures, the specific Project Agreements, this Agreement and in compliance with applicable laws and regulations. Aptiv Solutions will provide copies of any materials reasonably requested by Client during such audit. Client shall be responsible for all costs and expenses related to Aptiv Solutions’ obligation hereunder if not otherwise included in the Project Agreement or Change Order.
Audit by Client
