Audit/Inspection. (a) The Goods and the place of manufacture of the Goods ordered hereunder are subject to audit, review, inspection and/or test by HSY or an agreed-upon third party, at the option of HSY (and without obligation to do so) at reasonable times and places either before or after acceptance. Acceptance will not be conclusive as to latent defects, fraud or any other similar issue not known by HSY. (b) HSY will not be under any obligation to inspect the Goods. Any inspection by HSY will not absolve Seller of any liability or constitute an acceptance of any nonconforming Goods. (c) Seller will promptly pay or reimburse HSY for all costs and damages incurred by HSY, including, without limitation, lost profits, costs for packaging, handling, transportation, recall, destruction, production, and other administrative costs including legal fees, which arise or result from the delivery of Goods by Seller that is not in accordance with the Warranties, Specifications or any other term herein. (d) Acknowledgment of receipt on packing slips, bills of lading or other documents will not constitute acceptance. HSY may inspect Goods that are delivered in quantity by sampling: however, such sampling will not constitute acceptance of all such Goods as a unit. (e) If any Goods are defective or otherwise not in conformity with the requirements of this Order, HSY may reject them or require correction(s) or replacement(s). There will be an adjustment of any payments made for rejected Goods, either by Xxxxxx's refund or by a deduction from HSY's subsequent remittances. Rejected Goods will be removed and the Goods will be corrected or replaced promptly at Seller's expense and, if returned, will be identified by Seller. If rejected Goods are not promptly replaced or if non-conforming Goods are not promptly corrected. HSY may, at its option, elect to perform some or all of the following nonexclusive actions: (i) obtain such Goods or similar Goods elsewhere and charge Seller with any cost increase caused thereby; (ii) terminate this Order for default under paragraph 15; (iii) accept the Goods at a reduced price; and/or (iv) seek other remedies and damages.
Audit/Inspection. Upon receipt of written notice, Keyholder shall immediately submit the KEY or Equipment for inspection at the RANW MLS office at a time designated by the MLS. The KEY shall be deemed lost if a Keyholder refuses or is unable to demonstrate that the KEY is within the Keyholder’s physical control. Those KEYS considered by the MLS, at its discretion, to be lost will be deactivated immediately.
Audit/Inspection. If, as a result of any audit performed by Prudential or its authorized representatives under this Engagement Schedule pursuant to Section 13.12.2 of the Agreement, Prudential determines that Vendor is not in compliance with this Engagement Schedule; or Prudential determines it is not in compliance with the law or the Harford Agreements due to Vendor’s non-compliance with this Engagement Schedule or applicable law, in each case, Vendor shall promptly correct such non-compliance and shall provide satisfactory assurance to Prudential that such non-compliance will not recur. If such correction takes more than 72 hours to complete, Vendor shall provide Prudential with a plan for correcting such non-compliance promptly after such 72-hour period, for Prudential's review and approval. Vendor may dispute any such determination of non-compliance through the dispute resolution procedures set forth in this Engagement Schedule.
Audit/Inspection. 6.1 As required under 42 CFR 431.107, Provider shall keep such records as are necessary to disclose fully the extent of services provided to Members and shall furnish records and information regarding any claim for providing such service to OHCA, the Oklahoma Attorney General’s Medicaid Fraud Control Unit (hereinafter MFCU), and the U.S. Secretary of Health and Human Services (hereinafter Secretary). Provider agrees to keep records to disclose the services it provides for seven years from the date of service. Provider shall not destroy or dispose of records, which are under audit, review or investigation when the seven-year limitation is met. Provider shall maintain such records until informed in writing by the auditing, reviewing or investigating agency that the audit, review or investigation is complete.
Audit/Inspection. Within one hundred eighty (180) days following the close of each calendar year during the term of this Agreement and for a period of twelve (12) months following expiration or earlier termination of this Agreement, upon the request of a Party ("Requesting Party") the other Party shall provide the Requesting Party's accountants, at Requesting Party's sole cost and expense, with access, during regular business hours and upon reasonable prior written notice, and subject to the confidentiality obligations set forth herein, to the other Party's books and records relating to the Product in the Territory solely for purposes of verifying costs and expenses and Profit Share in connection with this Agreement, and for verifying the accuracy of the calculations hereunder for the calendar year then ended and for the two (2) calendar years prior thereto. If any such verification shows any underpayment or overpayment, a correcting payment or a refund shall be made within thirty (30) days of completion of such verification and submission of the results thereof, with details of the calculations included therein.
Audit/Inspection. A. The Contractor shall allow DOE, upon reasonable notice, to perform security assessments or audits of Systems that handle or support Protected Information related to the subject matter to which these requirements apply. Such an assessment shall be conducted by an independent 3rd party agreed upon by the Contractor and the DOE, and at the DOE’s own expense, provided that the Contractor cooperate with any such assessment/audit and shall, at its own expense, provide all necessary support, personnel and information needed to ensure the successful completion of the assessments or audits.
Audit/Inspection. (1) AltaRex and its Affiliates shall make available the records referred to in Section 4.5 for the prior five (5) year period on reasonable notice during AltaRex's normal business hours for inspection by a national firm of chartered accountants or certified public accountants on behalf of Biomira PROVIDED HOWEVER no one will be allowed to inspect any records of AltaRex and its Affiliates without having first signed a confidentiality agreement provided by AltaRex which shall contain only terms which are consistent with industry standards in similar circumstances and which will not restrict the accountants in question from pursuing the inspection rights hereunder and reporting to Biomira. Any such inspection shall be made at the expense of Biomira unless it is determined that Biomira was entitled to receive a sum which varied greater than ten (10%) percent from the amount reported by AltaRex as due and payable to Biomira for the period covered by the inspection, in which case AltaRex shall pay the reasonable costs of such inspection and interest, as provided in Section 4.4. AltaRex and its Affiliates shall cooperate fully with the chartered accountants or certified public accountants conducting the inspection provided for in this Section 4.6.
Audit/Inspection. 16.1 The Client warrants to FINCRA that it has or shall upon the coming into effect of this Agreement, engage an independent consultant with the necessary expertise to undertake a systems and compliance audit which shall be conducted on a yearly basis to ensure adequate controls, safeguards, security and effective internal controls to protect the integrity of the information technology and related systems of FINCRA. A copy of the audit report shall be provided to FINCRA immediately upon conclusion of each audit.
Audit/Inspection. XXXXXX, upon reasonable prior notice to Dealer and during Dealer’s regular business hours, may enter Dealer’s premises and conduct a commercially reasonable audit of the CrosbyStore Displays to ascertain compliance with the terms and conditions of the Agreement. Dealer shall reasonably cooperate with XXXXXX with respect to any such audit and inspection.
Audit/Inspection and Testing by the District and Others All materials and each part or detail of the Work shall also be subject to oversight, audit, and testing by the District and other Persons designated by the District. When any third party, including a Utility Company, railroad company, unit of government, or political subdivision, is to accept or pay for a portion of the cost of the Work, its respective representatives have the right to oversee, audit, inspect, and test the Work to the extent such Work is related to such third party. Such oversight, audit, inspection, and/or testing does not make such Person a party to the Contract, nor will it change the rights of the parties hereto. The DB Contractor hereby consents to such oversight, inspection, and testing by the District and other Persons. Upon request from the District, the DB Contractor shall furnish information to such Persons as are designated in such request and shall permit such Persons access to the Site and all parts of the Work.
