Auditing. Licensee and its Affiliates will permit Licensor or its representatives, at Licensor’s expense, to periodically examine books, ledgers, and records during regular business hours, at Licensee’s or its Affiliate’s place of business, on at least thirty (30) days advance notice, to the extent necessary to verify any payment or report required under the Agreement. For each Sublicensee, Licensee shall obtain such audit rights for Licensor or itself. If Licensee obtains such audit rights for itself, it will promptly conduct an audit of the Sublicensee’s records upon Licensor’s request, and Licensee will furnish to Licensor a copy of the findings from such audit. No more than one audit of Licensee, each Affiliate, and each Sublicensee shall be conducted under this Section 5.5 in any calendar year. If any amounts due Licensor have been underpaid, then Licensee shall immediately pay Licensor the amount of such underpayment plus accrued interest due in accordance with Section 5.3. If the amount of underpayment is equal to or greater than 5% of the total amount due for the records so examined, Licensee will pay the cost of such audit. Such audits may, at Licensor’s sole discretion, consist of a self-audit conducted by Licensee at Licensee’s expense and certified in writing by an authorized officer of Licensee. All information examined pursuant to this Section 5.5 shall be deemed to be the Confidential Information of the Licensee.
Auditing. The Managers shall at all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing by the Owners at such times as may be mutually agreed. On the termination, for whatever reasons, of this Agreement, the Managers shall release to the Owners, if so requested, the originals where possible, or otherwise certified copies, of all such accounts and all documents specifically relating to the Vessel and her operation.
Auditing. Each Party represents that, through its agents, employees, and independent contractors, it shall have the ability to monitor and audit all access to and use of its own Systems related to this Agreement, for system administration, security, and other legitimate purposes. The Parties shall perform those auditing activities required by Applicable Law and their respective policies and procedures.
Auditing. Periodically audit the accounting records and other records maintained by Dominion Companies and coordinate their examination, where applicable, with that of independent public accountants. The audit staff will report on their examination and submit recommendations, as appropriate, on improving methods of internal control and accounting procedures.
Auditing. The Contribution shall be subject exclusively to the internal and external auditing procedures provided for in the financial regulations, rules, policies and procedures of UNDP. Should the annual Audit Report of the UN Board of Auditors to its governing body contain observations relevant to the Contribution, such information shall be made available to the Donor by the country office.
Auditing. Business Associate represents and warrants that it maintains adequate internal audit functions to annually assess internal controls in its environment, and to protect the security and confidentiality of PHI. Business Associate agrees to provide documentation regarding its internal controls to Covered Entity upon request. Business Associate agrees that it has undertaken, or will undertake, at its sole cost and expense, an independent SSAE 16 Type II audit or comparable independent attestation to confirm Business Associate’s controls over its processes. Business Associate will provide to Covered Entity all internal or external audit reports, certifications, information, documentation, electronic records and data regarding Business Associate’s internal controls, and if requested by Covered Entity, Business Associate will grant Covered Entity and its agents or subcontractors, the right to audit Business Associate’s operations, systems and software to confirm internal controls are present and operating. If the information presented to Covered Entity regarding Business Associate’s internal controls is not acceptable to Covered Entity in its reasonable discretion, Business Associate shall present an action plan acceptable to Covered Entity, to correct any and all portions of the systems, software, products, documentation, or internal controls. Business Associate shall undertake all activities relating to its preparation of the action plan and to its correction of any inadequate controls or mitigation of risks revealed by deficiencies in its internal controls at Business Associate’s sole cost and expense and within a reasonable time period as agreed upon by Covered Entity. Should Business Associate fail to provide adequate internal controls as described in this Section 5, or to present an action plan acceptable to Covered Entity within the mutually agreed upon time frame, Covered Entity shall be entitled, in its sole discretion, to terminate this Agreement and the Underlying Agreement with no liability whatsoever to Business Associate upon written notice to the Business Associate.
Auditing. 7.1 The Licensee will permit access to its premises and personnel, and keep and make available for inspection upon reasonable notice (and will procure that each Relevant Third Party permits access to its premises and personnel, and keeps and makes available for inspection upon reasonable notice), both during the Term and for twelve (12) months after termination or expiry of this Agreement, proper, detailed books and records and all relevant accounting records relating to (a) the use of all Musical Works and (b) any income or other consideration received by or on behalf of the Licensee in relation to the Licensed Services, together with any supporting documentation relating thereto, including its policies and procedures relating to its internal control environment in respect of reporting processes so as to enable complete, accurate, timely and valid reporting to be made to ICE, covering the period up to the earlier of (a) the launch of the Licensed Services or (b) six (6) years prior to the date of notification of audit. Books and records and all relevant accounting records will include data, information and records held on computers or any other storage medium. Any audit carried out under this clause 7, whether during the Term or the term of any Replacement Agreement (defined below) will be permitted to inspect such books and records covering a preceding agreement with the Licensee and ICE regarding substantially the same activities. Where any agreement between the Licensee and ICE replaces this Agreement or licenses substantially the same activities (the "Replacement Agreement"), the twelve
Auditing. Each party shall have the right at reasonable hours to examine the books, records, and charts of the other party to the extent necessary to verify the accuracy of any statement, payment, calculation, or determination made pursuant to the provisions of this Contract. If any such examination shall reveal, or if either party shall discover, any error or inaccuracy in its own or the other party's statement, payment, calculation, or determination, then proper adjustment and correction thereof shall be made as promptly as practicable thereafter, provided that all statements, payments, calculations and determinations shall be final unless questioned within three (3) years of the date thereof.