Co-operation on Audits Sample Clauses

Co-operation on Audits. Company may audit Customer’s Traffic to accurately determine its jurisdictional nature. Customer will cooperate with Company (or, as necessary, assure the cooperation in any audit conducted of others within its control) to obtain or verify any necessary regulatory certifications or other information regarding the jurisdictional nature of Customer’s Traffic or its use of Service. If Company is subjected to a third-party audit relating to Customer's Traffic or Services furnished under this Agreement, including those initiated by a regulatory agency or another carrier, Customer will co-operate with Company in connection with such audit, including granting the right to Company to furnish information regarding Customer’s Traffic to the third party upon reasonable request. In addition, to the extent any third party attempts to recover access fees, reciprocal compensation or other charges, surcharges or taxes from Company as a result of an audit investigation, Customer will indemnify and hold harmless Company for any and all costs and charges resulting from such third party action, although Customer may challenge any such charges assessed by a third party or any claim that its traffic is subject to access charges.
Sample 1
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Co-operation on Audits. If another carrier or regulatory agency seeks to audit traffic involving Services furnished under the Agreement, Customer will co-operate in any such audit investigation. In addition, to the extent any third party attempts to recover access fees, reciprocal compensation or other charges, surcharges or taxes from Company as a result of such audit investigation, Customer will indemnify and hold harmless Company for any and all costs and charges resulting from such third party action, although Customer may challenge any such charges assessed by a third party or any claim that its traffic is subject to access charges.
Sample 1

Related to Co-operation on Audits

  • MONITORING OF OPERATION AND MAINTENANCE 19.1 Monthly status reports During Operation Period, the Concessionaire shall, no later than 7 (seven) days after the close of each month, furnish to the Authority and the Independent Engineer a monthly report stating in reasonable detail the condition of the Bus Terminal including its compliance or otherwise with the Maintenance Requirements, Maintenance Manual, Maintenance Programme and Safety Requirements, and shall promptly give such other relevant information as may be required by the Independent Engineer. In particular, such report shall separately identify and state in reasonable detail the defects and deficiencies that require rectification.

  • Financial Management; Financial Reports; Audits 1. The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.07 of the Standard Conditions.

  • MAINTENANCE OF OPERATIONS The Company shall maintain operations at the Project for a minimum of ten (10) years beginning on the date the Project is Placed in Service. In addition to any other rights the Department may have under the terms of this Agreement, in the event that the Company discontinues of operations at the Project, such discontinuation may subject the Company to certain statutory provisions, including:

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:

  • FACILITY OPERATIONS FACILITY OPERATION MON TUES WED THURS FRI SAT SUN A. Regular hours facility is open to public and employees 10A -9P 10A -9P 10A -9P 10A -9P 10A -5P 10A -5P Closed B. Hours facility is open to public and employees

  • Financial Management, Financial Reports and Audits 1. The Recipient shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 4.09 of the General Conditions.

  • Records Retention Audits CENTOCOR, its Affiliates and Sublicensees shall keep for three (3) years from the date of each payment of royalties complete and accurate records of sales by CENTOCOR and its Affiliates and Sublicensees of each Licensed Product in sufficient detail to allow the accruing royalties to be determined accurately. MORPHOSYS shall have the right for a period of three (3) years after receiving any report or statement with respect to royalties due and payable to appoint an independent certified public accountant reasonably acceptable to CENTOCOR to inspect the relevant records of CENTOCOR and its Affiliates and Sublicensees to verify such report or statement. CENTOCOR and its Affiliates and Sublicensees shall each make its records available for inspection by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from MORPHOSYS, solely to verify the accuracy of the reports and payments. Such inspection right shall not be exercised more than once in any calendar year nor more than once with respect to sales of any Licensed Product in any given payment period. MORPHOSYS agrees to hold in strict confidence all information concerning royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for MORPHOSYS to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law, regulation or judicial order. The results of each inspection, if any, shall be binding on both Parties. MORPHOSYS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any year shown by such inspection of more than […***…] of the amount paid, CENTOCOR shall pay for such inspection. 42 of 124 ***Confidential Treatment Requested CONFIDENTIAL

  • Contractual and Operational Compliance Audits (a) ICANN may from time to time (not to exceed twice per calendar year) conduct, or engage a third party to conduct, contractual compliance audits to assess compliance by Registry Operator with its representations and warranties contained in Article 1 of this Agreement and its covenants contained in Article 2 of this Agreement. Such audits shall be tailored to achieve the purpose of assessing compliance, and ICANN will (a) give reasonable advance notice of any such audit, which notice shall specify in reasonable detail the categories of documents, data and other information requested by ICANN, and

  • MANAGEMENT OF EVALUATION OUTCOMES 12.1 The evaluation of the Employee’s performance will form the basis for rewarding outstanding performance or correcting unacceptable performance.

  • System Operations Each party, at its own expense, shall provide and maintain the equipment, software, services and testing necessary to transmit Data Communications to, and receive Data Communications from the parties’ respective Receipt Computers.

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