Auditing Rights Sample Clauses
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Auditing Rights. 34.1 Construction Contractor shall keep all records and supporting documentation which concern or relate to the Work hereunder for a minimum of three (3) years from the date of termination of this Contract or the date the Project is completed, whichever is later or such longer period of time as may be required by law. Construction Contractor shall require all of its subcontractors to likewise retain all of their Project records and supporting documentation. Owner, and any duly authorized agents or representatives of Owner, shall be provided access to all such records and supporting documentation at any and all times during normal business hours upon request by Owner. Further, Owner, and any duly authorized agents or representatives of Owner, shall have the right to audit, inspect and copy all of Construction Contractor’s and any subcontractor’s Project records and documentation as often as they deem necessary and Construction Contractor shall cooperate in any audit, inspection, or copying of the documents. These access, inspection, copying and auditing rights shall survive the termination of this Contract.
34.2 If at any time, Owner conducts such an audit of Construction Contractor’s records and documentation and finds that Construction Contractor overcharged Owner, Construction Contractor shall pay to Owner the Overcharged Amount which is defined as the total aggregate overcharged amount together with interest thereon (such interest to be established at the rate of 12% annum). If the Overcharged Amount is equal to or greater than $10,000.00, Construction Contractor shall pay to Owner the Overcharged Amount and the Audit Amount which is defined as the total aggregate of Owner’s reasonable audit costs incurred as a result of its audit of Construction Contractor. Owner may recover the Overcharged Amount and the Audit Amount, as applicable, from any amount due or owing Construction Contractor with regard to the Project or under any other agreement between Construction Contractor and Owner. If such amounts owed Construction Contractor are insufficient to cover the Overcharged Amount and Audit Amount, as applicable, then Construction Contractor hereby acknowledges and agrees that it shall pay such remaining amounts to Owner within seven (7) business days of its receipt of Owner’s invoice for such remaining amounts. In no event shall the Overcharged Amount or the Audit Amount be deemed a reimbursable Cost of the Work.
34.3 This Article 34, including all access, ...
Auditing Rights. Each Party shall maintain complete, clear and accurate records --------------- of all expenses, revenues, fees, transactions and related documentation (including agreements) in connection with the performance of this Agreement ("Records"). All such Records shall be maintained for a minimum of five (5) years following termination of this Agreement. For the sole purpose of ensuring compliance with this Agreement, each Party shall have the right, at its expense, to direct an independent certified public accounting firm subject to strict confidentiality restrictions to conduct a reasonable and necessary copying and inspection of portions of the Records of the other Party which are directly related to amounts payable to the Party requesting the audit pursuant to this Agreement. Any such audit may be conducted after twenty (20) business days prior written notice, subject to the following. Such audits shall not be made more frequently than once every twelve months. No such audit of AOL shall occur during the period beginning on June 1 and ending October 1. In lieu of providing access to its Records as described above, a Party shall be entitled to provide the other Party with a report from an independent certified public accounting firm confirming the information to be derived from such Records.
Auditing Rights. Each Party shall maintain complete, clear and accurate records of all expenses, revenues, fees, transactions and related documentation (including agreements) in connection with the performance of this Agreement ("Records"). All such Records shall be maintained for a minimum of five (5) years following termination of this Agreement. For the sole purpose of ensuring compliance with this Agreement, AOL shall have the right, at its expense, to conduct a reasonable and necessary copying and inspection of portions of the Records of ICP that are directly related to amounts payable to AOL pursuant to this Agreement, which right may, at AOL's option, be exercised by directing an independent certified public accounting firm to conduct such inspection. For the sole purpose of ensuring compliance with this Agreement, ICP shall have the right, at its expense, to direct an independent certified public accounting firm subject to strict confidentiality restrictions to conduct a reasonable and necessary copying and inspection of portions of the Records of AOL that are directly related to amounts payable to ICP pursuant to this Agreement. Any such audit may be conducted after twenty (20) business days prior written notice, subject to the following. Such audits shall not be made more frequently than once every twelve months. No such audit of AOL shall occur during the period beginning on June 1 and ending October 1. In lieu of providing access to its Records as described above, AOL shall be entitled to provide ICP with a report from an independent certified public accounting firm confirming the information to be derived from such Records.
Auditing Rights. Licensor shall have the right, in each calendar year, at its own expense and upon due notice to the Trusts, to have an accountant audit, during normal business hours and at the Trusts' designated place of business, the books and records of each Trust which relate to the determination of the Up Asset Amount and Down Asset Amount, respectively, in order to verify the daily Up Asset Amount and Down Asset Amount on the basis of which the Licensing Fees are paid. In the event that any discrepancies are found Licensees shall each be jointly and severally responsible to pay to Licensor promptly any amount due and unpaid. To the extent that the amount due and unpaid has been found to exceed 5% of the amount that should have been paid during the preceding year from the auditing day, Licensees shall each be jointly and severally responsible to pay the amount due promptly together with a penalty interest rate in the amount of prime rate plus 2% per month.
Auditing Rights. MP will maintain complete, clear and accurate records of all expenses, revenues and fees in connection with the performance of this Agreement. For the sole purpose of ensuring compliance with this Agreement, AOL will have the right, at its expense, to direct an independent certified public accounting firm to conduct a reasonable and necessary inspection of portions of the books and records of MP which are relevant to MP's performance pursuant to this Agreement. Any such audit may be conducted after twenty (20) business days prior written notice only once during any twelve (12) month period.
Auditing Rights. (a) SmartAge will maintain complete, clear and --------------- accurate records of all expenses, revenues and fees in connection with the performance of this Agreement. For the sole purpose of ensuring compliance with this Agreement, AOL will have the right to a reasonable and necessary inspection, to be conducted by an independent third party selected in good faith by AOL, of portions of the books and records of SmartAge which are relevant to SmartAge's performance pursuant to this Agreement. Any such audit may be conducted during normal business hours after twenty (20) business days prior written notice to SmartAge. The report provided in connection with this audit shall redact the *** CONFIDENTIAL MATERIAL REDACTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
(b) For the sole purpose of ensuring compliance with Section 3.4 of this Agreement, SmartAge will have the right to a reasonable and necessary inspection, to be conducted by an independent third party selected in good faith by AOL, from *** of the *** (and the *** shall not be the *** then in *** by ***), of portions of the books and records of AOL which are relevant to AOL's performance pursuant to those sections (and AOL shall keep records relating thereto in accordance with its standard practices). Such right may not be exercised more than *** per year. AOL shall select such third party auditor within twenty (20) business days of SmartAge's written notice to AOL of its desire for such audit. The audit shall begin within a reasonable amount of time following such selection, and shall be conducted during normal business hours. SmartAge shall bear any and all of the reasonable, direct, out-of-pocket costs and expenses of any audit conducted pursuant to this Section 3.6 unless such audit shows an error in SmartAge's favor amounting to a deficiency to SmartAge in excess of five percent (5%) of the actual amounts paid and/or payable to SmartAge hereunder, in which event AOL shall bear the reasonable expenses of the audit. AOL shall pay SmartAge the amount of any deficiency discovered by the auditor within thirty (30) days after receipt of notice thereof from SmartAge.
Auditing Rights. During the Term of this Agreement and for twelve (12) months thereafter, MP will maintain complete, clear and accurate books and records relating to this Agreement in accordance with generally accepted accounting principles. During the Term of this Agreement and for twelve (12) months thereafter, for the sole purpose of ensuring compliance with this Agreement and determining the accuracy of MP's reports, payments and revenues made or generated pursuant to this Agreement, AOL (or its representative) will have the right to conduct a reasonable and necessary inspection of portions of the books and records of MP which are relevant to MP's performance pursuant to this Agreement. Any such audit may be conducted during normal business hours and after twenty (20) business days prior written notice to MP. AOL shall bear the expense of any audit conducted pursuant to this Section 4.5 unless such audit shows an error in AOL's favor amounting to a deficiency to AOL in excess of five percent (5%) of the actual amounts paid and/or payable to AOL hereunder, in which event MP shall bear the reasonable expenses of the audit. MP shall pay AOL the amount of any deficiency discovered by AOL within thirty (30) days after receipt of notice thereof from AOL.
Auditing Rights. Company shall permit, at the request of University, one or more accountants selected exclusively by the University (“Accountants”) to have access to Company’s records and books of account pertaining to this Agreement. Accountants’ access will be during ordinary working hours to audit Company’s records for any payment period ending prior to such request, the correctness of any report or payment made under this Agreement, or to obtain information as to the payments due for any period in the case of failure of Company to report or make payment pursuant to the terms of this Agreement or to verify Company’s compliance with its payment obligations hereunder. Company shall cause each Sublicensee that manufactures, sells, leases, or otherwise disposes of Licensed Products on behalf of Company to grant University the right to inspect and audit Sublicensee’s records.
Auditing Rights. Adaptimmune shall permit, at the request of University, one or more accountants selected exclusively by the University (“Accountants”) to have access to Adaptimmune’s records and books of account pertaining to this Agreement, but not more than once per calendar year. Accountants’ access will be during ordinary working hours to audit Adaptimmune’s records for any payment period ending prior to such request, the correctness of any report or payment made by Universal under this Agreement, or to obtain information as to the payments due for any period in the case of failure of Adaptimmune to report pursuant to the terms of this Agreement. Any such inspection shall be subject to Accountants signing confidentiality agreements with Adaptimmune to ensure the confidentiality of Adaptimmune’s information. Access under this clause shall only be provided to records relating to sales of Licensed Products and not to any other products or services. The cost of any audit under this clause shall be at the cost of the University.
Auditing Rights. Each Party will maintain complete, clear and --------------- accurate records of all expenses, revenues and fees in connection with the performance of this Agreement. For the sole purpose of ensuring compliance with this Agreement, each Party (or its representative) will have the right on an annual basis to have a third-party accounting firm reasonably acceptable to the Party being audited (the "Audit Party") conduct a reasonable and necessary inspection limited to the portions of the books and records of the Audit Party which are relevant to such Audit Party's performance pursuant to this Agreement. Any such audit may be conducted after twenty (20) business days' prior written notice to the other Party. The Party requesting the audit (the "Requesting Party") shall bear the expense of any audit conducted pursuant to this Section 4.4, unless such audit shows an error in the Requesting Party's favor amounting to a deficiency to the Requesting Party in excess of five percent (5%) of the actual amounts paid and/or payable to such Party hereunder, in which event the Audit Party shall bear the reasonable expenses of the audit. If any payment deficiency is discovered, during an audit or otherwise, the Party owing the deficient payment shall pay the deficient amount to the Party owed such amount within thirty (30) days after receipt of notice thereof.