Common use of By American Clause in Contracts

By American. Gogo shall keep full and accurate records of all orders, shipments, payments and invoices in connection with providing the Equipment, Software and Gogo Services, as well as such other documents and records as American shall reasonably require in order to audit Gogo’s compliance with this Agreement, and Gogo shall make such records available for audit until [***]; provided, however, that anyone auditing Gogo’s compliance with this Agreement shall not be entitled to access to any information that Gogo may not disclose pursuant to confidentiality American Airlines, Inc. and Gogo LLC Confidential and Proprietary Information Unified In-Flight Connectivity Hardware, Services and Maintenance Agreement obligations to any third party. The audit, for purposes of certifying Gogo’s compliance with the terms of this Agreement, may be conducted no more than [***] upon reasonable advance written notice and in a manner that minimizes disruption on Gogo’s business at American’s expense by (a) with respect to any audit of Gogo’s compliance with Section 14, a public accounting firm other than a firm that audits Gogo or American, which firm shall be appointed by American and approved by Gogo and (b) with respect to audits of other matters, American’s internal audit staff or, at American’s election, a public accounting firm which firm shall be appointed by American and approved by Gogo. Any such audit firm or American employee shall agree, in a writing reasonably satisfactory to Gogo, to maintain the confidentiality of all information disclosed pursuant to such audit. Notwithstanding anything to the contrary contained herein, with respect to Gogo’s compliance with Section 14, American may cause an audit to be conducted if in any year Gogo fails to provide the certification required by Section 14 (in which case the expenses of such audit shall be borne by Gogo) or, if Gogo provides such certification, American has reason to doubt the accuracy of such certification (in which case the expenses will be borne by American if the audit confirms Gogo’s compliance and by Gogo if Gogo is found not to be in compliance). With respect to any audit of Section 14, the auditor shall, subject to appropriate confidentiality agreements, have access to information regarding Gogo’s arrangements with other airlines but the report delivered by such auditor to American shall be drafted in a way that preserves the anonymity of other Gogo airline partners.

By American. Gogo shall keep full and accurate records of all orders, shipments, payments and invoices in connection with providing the Equipment, Software and Gogo Services, as well as such other documents and records as American shall reasonably require in order to audit Gogo’s compliance with this Agreement, and Gogo shall make such records available for audit until [***]; provided, however, that anyone auditing Gogo’s compliance with this Agreement such auditor shall not be entitled to access to any information that Gogo may not disclose pursuant to confidentiality American Airlines, Inc. and Gogo LLC Confidential and Proprietary Information Unified In-Flight Connectivity Hardware, Services and Maintenance Agreement obligations to any third party. The audit, for purposes of certifying Gogo’s compliance with the terms of this Agreement, may be conducted no more than [***] once every twelve months upon reasonable advance written notice and in a manner that minimizes disruption on Gogo’s business at American’s expense by (ai) with respect to any audit of Gogo’s compliance with Section 1411.6, a public accounting firm other than a firm that audits Gogo or American, which firm shall be appointed by American and approved by Gogo and (bii) with respect to audits of other matters, American’s internal audit staff or, at American’s election, a public accounting firm which firm shall be appointed by American and approved by Gogo. Any such audit firm or American employee shall agree, in a writing reasonably satisfactory to Gogo, to maintain the confidentiality of all information disclosed pursuant to such audit. Notwithstanding anything to the contrary contained herein, with respect to Gogo’s compliance with Section 1411.6, American may cause an audit to be conducted if in any year Gogo fails to provide the certification required by Section 14 11.6 (in which case the expenses of such audit shall be borne by Gogo) or, if Gogo provides such certification, American has reason to doubt the American Airlines Inc. and Gogo LLC Confidential and Proprietary Information accuracy of such certification (in which case the expenses will be borne by American if the audit confirms Gogo’s compliance and by Gogo if Gogo is found not to be in compliance). ) With respect to any audit of Section 1411.6, the auditor shall, subject to appropriate confidentiality agreements, have access to information regarding Gogo’s arrangements with other airlines but the report delivered by such auditor to American shall be drafted in a way that preserves the anonymity of other Gogo airline partners.

By American. Gogo Aircell shall keep full and accurate records of all orders, shipments, payments and invoices in connection with providing the ABS Equipment, Software and Gogo Services, as well as such other documents and records as American shall reasonably require in order to audit GogoAircell’s compliance with this Agreement, and Gogo shall make such records available for audit until [***]; provided, however, that anyone auditing Gogo’s compliance with this Agreement such auditor shall not be entitled to access to any information that Gogo Aircell may not disclose pursuant to confidentiality American Airlines, Inc. and Gogo LLC Confidential and Proprietary Information Unified In-Flight Connectivity Hardware, Services and Maintenance Agreement obligations to any third party. The audit, for purposes of certifying GogoAircell’s compliance with the terms of this Agreement, may be conducted no more than [***] once every twelve months upon reasonable advance written notice and in a manner that minimizes disruption on GogoAircell’s business at American’s expense by (ai) with respect to any audit of Gogo’s compliance with Section 1411.5, a public accounting firm other than a firm that audits Gogo AA or AmericanGogo, which firm shall be appointed by American AA and approved by Gogo and (bii) with respect to audits of other matters, American’s internal audit staff or, at American’s election, or a public accounting firm which firm shall be appointed by American AA and approved by Gogo. Any such audit firm or American employee auditor shall agree, in a writing reasonably satisfactory to GogoAircell, to maintain the confidentiality of all information disclosed pursuant to such audit. Notwithstanding anything to the contrary contained herein, with respect to Gogo’s compliance with Section 1411.5, American may cause an audit to be conducted if in any year Gogo fails to provide the certification required by Section 14 11.5 (in which case the expenses expense of such audit shall be borne by Gogo) or, if Gogo provides such certification, American has reason to doubt the accuracy of such certification (in which case the expenses will expense of such audit shall be borne by American AA if the such audit confirms Gogo’s reveals that Gogo is in compliance with Section 11.5 and by Gogo if the audit reveals that Gogo is found not to be in compliance). With respect to any audit of Section 1411.5, the auditor shall, subject to appropriate confidentiality agreements, have access to information regarding Gogo’s arrangements with other airlines but the report delivered by such auditor to American shall be drafted in a way that preserves the anonymity of other Gogo airline partners.

By American. Gogo Aircell shall keep full and accurate records of all orders, shipments, payments and invoices in connection with providing the ABS Equipment, Software and Gogo Services, as well as such other documents and records as American shall reasonably require in order to audit GogoAircell’s compliance with this Agreement, and Gogo shall make such records available for audit until [***]; provided, however, that anyone auditing Gogo’s compliance with this Agreement such auditor shall not be entitled to access to any information that Gogo Aircell may not disclose pursuant to confidentiality American Airlines, Inc. and Gogo LLC Confidential and Proprietary Information Unified In-Flight Connectivity Hardware, Services and Maintenance Agreement obligations to any third party. The audit, for purposes of certifying GogoAircell’s compliance with the terms of this Agreement, may be conducted no more than [***] once every twelve months upon reasonable advance written notice and in a manner that minimizes disruption on GogoAircell’s business at American’s expense by (ai) with respect to any audit of Gogo’s compliance with Section 1411.5, a public accounting firm other than a firm that audits Gogo AA or AmericanGogo, which firm shall be appointed by American AA and approved by Gogo and (bii) with respect to audits of other matters, American’s internal audit staff or, at American’s election, or a public accounting firm which firm shall be appointed by American AA and approved by Gogo. Any such audit firm or American employee auditor shall agree, in a writing reasonably satisfactory to GogoAircell, to maintain the American Airlines, Inc. and Aircell LLC Confidential and Proprietary Information Exhibit B-21 confidentiality of all information disclosed pursuant to such audit. Notwithstanding anything to the contrary contained herein, with respect to Gogo’s compliance with Section 1411.5, American may cause an audit to be conducted if in any year Gogo fails to provide the certification required by Section 14 11.5 (in which case the expenses expense of such audit shall be borne by Gogo) or, if Gogo provides such certification, American has reason to doubt the accuracy of such certification (in which case the expenses will expense of such audit shall be borne by American AA if the such audit confirms Gogo’s reveals that Gogo is in compliance with Section 11.5 and by Gogo if the audit reveals that Gogo is found not to be in compliance). With respect to any audit of Section 1411.5, the auditor shall, subject to appropriate confidentiality agreements, have access to information regarding Gogo’s arrangements with other airlines but the report delivered by such auditor to American shall be drafted in a way that preserves the anonymity of other Gogo airline partners.

By American. Gogo shall keep full and accurate records of all orders, shipments, payments and invoices in connection with providing the Equipment, Software and Gogo Services, as well as such other documents and records as American shall reasonably require in order to audit Gogo’s compliance with this Agreement, and Gogo shall make such records available for audit until [***]; provided, however, that anyone auditing Gogo’s compliance with this Agreement such auditor shall not be entitled to access to any information that Gogo may not disclose pursuant to confidentiality American Airlines, Inc. and Gogo LLC Confidential and Proprietary Information Unified In-Flight Connectivity Hardware, Services and Maintenance Agreement obligations to any third party. The audit, for purposes of certifying Gogo’s compliance with the terms of this Agreement, may be conducted no more than [***] once every twelve months upon reasonable advance written notice and in a manner that minimizes disruption on Gogo’s business at American’s expense by (ai) with respect to any audit of Gogo’s compliance with Section 1411.6, a public accounting firm other than a firm that audits Gogo or American, which firm shall be appointed by American and approved by Gogo and (bii) with respect to audits of other matters, American’s internal audit staff or, at American’s election, a public accounting firm which firm shall be appointed by American and approved by Gogo. Any such audit firm or American employee shall agree, in a writing reasonably satisfactory to Gogo, to maintain the confidentiality of all information disclosed pursuant to such audit. Notwithstanding anything to the contrary contained herein, with respect to Gogo’s compliance with Section 1411.6, American may cause an audit to be conducted if in any year Gogo fails to provide the certification required by Section 14 11.6 (in which case the expenses of such audit shall be borne by Gogo) or, if Gogo provides such certification, American has reason to doubt the accuracy of such certification (in which case the expenses will be borne by American if the audit confirms Gogo’s compliance and by Gogo if Gogo is found not to be in compliance). ) With respect to any audit of Section 1411.6, the auditor shall, subject to appropriate confidentiality agreements, have access to information regarding Gogo’s arrangements with other airlines but the report delivered by such auditor to American shall be drafted in a way that preserves the anonymity of other Gogo airline partners.