Inspection/Audit Rights. Upon prior written notice, JCI may inspect Processor's operating facilities or conduct an audit to ascertain compliance with these Terms. This right includes, but is not limited to, the verification of whether Processor has implemented appropriate physical, technical and organizational controls and procedures to protect the confidentiality, integrity and security of the Personal Data. The inspection may be carried out by JCI, or an independent third party, or by means of a self-assessment process approved by JCI. Processor shall fully cooperate with any such audit and investigation procedures initiated by JCI.
Inspection/Audit Rights. 6.1 Upon the written request of SEQUENOM, GENAISSANCE shall permit an independent certified public accountant selected by SEQUENOM and acceptable to GENAISSANCE, which acceptance shall not be unreasonably withheld, to have access during normal business hours to such records of GENAISSANCE as may be reasonably necessary to verify GENAISSANCE's compliance with the terms of this Agreement, in respect of any fiscal year ending not more than twenty-four (24) months prior to the date of such request. SEQUENOM and GENAISSANCE shall use commercially reasonable efforts to schedule all such verifications within forty-five (45) days after SEQUENOM makes its written request. All such verifications shall be conducted not more than once in each calendar year. SEQUENOM agrees that all information subject to review under this section 6.1 or under any agreement with a HAP(TM) Marker Genotyping Collaborator is confidential and that SEQUENOM shall cause its independent certified public accountant to retain all such information in confidence and to execute a written agreement indicating the same. SEQUENOM's independent certified public accountant shall only report to SEQUENOM that information directly relating to compliance with the terms of this Agreement and shall not disclose to SEQUENOM any other information of GENAISSANCE or its HAP(TM) Marker Genotyping Collaborators.
Inspection/Audit Rights. Tenant shall have the right to examine Landlord’s books and records with respect to the items in each Statement during normal business hours at any time within sixty (60) days following Tenant’s receipt of such Statement. In conducting such examination, Tenant must utilize either its own full time salaried employees or an independent certified public accountant (“CPA”), which CPA shall be paid by Tenant on an hourly fee for services rendered basis, and not on a contingency fee basis, and which CPA shall be subject to Landlord’s reasonable prior approval. Unless Tenant takes written exception to any item on the subject Statement within sixty (60) days following Tenant’s receipt of such Statement, such Statement shall be considered as final and accepted by Tenant. If Tenant timely provides such written exception to Landlord, but Landlord and Tenant disagree on the accuracy of Tenant’s Proportionate share of the Common Area Maintenance Charges as set forth in the Statement, Tenant shall nevertheless make payment in accordance with the Statement, but the disagreement shall immediately be referred by Landlord for prompt decision to a mutually acceptable public accountant or other professional consultant who shall be deemed to be acting as an expert and not as an arbitrator, and a determination signed by the selected expert shall be final and binding on both Landlord and Tenant. Any adjustment required to be made by reason of any such decision shall be made within fifteen (15) days thereof and payment shall be made or credit allowed in the manner set forth in Section 8.5 hereof. If the adjustment is greater than ten percent (10%) and the amount of the adjustment is to be paid to Tenant, Landlord will pay the cost of the expert; otherwise Tenant will pay the cost of the expert.
Inspection/Audit Rights. Permit the Administrative Agent, the Lender or any representatives thereof at any reasonable time, and from time to time, to examine and make copies of and abstract from the files, records and books of account of the Borrower and to discuss the affairs, finances and accounts of the Borrower with any of its officers or directors and their independent public accountants. The Administrative Agent and the Lender shall have the right to inspect the Collateral upon reasonable notice to the Borrower during the Borrower's normal business hours. In addition, the Administrative Agent and the Lender shall have a right to conduct an audit of the Inventory at any time and from time to time to confirm, among other things, the existence and value of such Inventory and the Borrower shall be responsible for paying the cost of such audit (including the internal costs of the Administrative Agent's and the Lender's own employees at the rate of $50 per hour or the Administrative Agent's or the Lender's then current per hour auditor charge, if different); provided that the Borrower shall have the obligation to pay the cost of such audit no more frequently than four times in each twelve month period provided there is no Event of Default. The Administrative Agent shall also have the right to obtain an appraisal of the Borrower's Inventory annually (or more frequently if an Event of Default has occurred and is continuing), at the expense of the Borrower.
Inspection/Audit Rights. SunGard Financing will permit representatives and independent contractors of SunGard Funding II and its designees to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants to the extent required by and in the manner permitted by the Collection Agent Agreement.
Inspection/Audit Rights. The Borrower will permit representatives and independent contractors of the Administrative Agent, each Lender and the Insurer to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, to the extent required by and in the manner specified in the Collection Agency Agreement.
Inspection/Audit Rights. Upon reasonable notice, at any reasonable time and from time to time, permit Lender or any agents or representatives thereof, to examine and make copies of and abstracts from and to otherwise audit the records and books of account of, and (at Lender's expense) visit its properties to discuss the affairs, finances and accounts of Borrower and its subsidiaries with any of its officers or directors. Borrower shall furnish and make available to Lender all such documents and information relating to Borrower and any subsidiary of Borrower as Lender may from time to time reasonably request, and Lender (or a representative of Lender) shall have the right to attend or participate by telephone in all meetings of the Board of Directors (and each committee thereof) of Borrower and each subsidiary of Borrower.
Inspection/Audit Rights. Each Seller will permit representatives and independent contractors of SunGard Financing to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, independent public accountants to the extent required by and in the manner permitted by the Collection Agent Agreement.
Inspection/Audit Rights. (a) BASF shall keep separate, full and accurate books, accounts and records pertaining to (i) the provision of Services, including the quantities and inventories of raw material, packaging and labels received from AMVAC or on behalf of AMVAC and the quantities and inventory of raw materials, containers, and Product used, manufactured, packaged, repackaged, stored and loaded by BASF, whichever applies, (ii) the performance of capital maintenance and (iii) its calculation of the costs of both (i) and (ii) for a period of three (3) calendar years or for any additional periods as may be prescribed or required by applicable law. BASF shall also provide to AMVAC a sample of each batch of Product manufactured or packaged under this Agreement, appropriately coded to identify samples to the Product shipped. BASF shall sample each batch of deodorized product and maintain a four (4) ounce sample onsite for one (1) year.
Inspection/Audit Rights. For so long as any sums remain unpaid under the Promissory Note or A/R Note, and until the next annual audit following the later to occur of the satisfaction of the Promissory Note or A/R Note, HSOA and BUYER shall provide SELLER and its accountants reasonable access, audit and inspection rights during business hours, to the financial records and books of BUYER, MERGERSUB1, MERGERSUB2 and TARGET3 for the purposes of verifying the quarterly payments due under the Promissory Note and collection of accounts receivable and payments under the A/R Note. In the event SELLER's inspection or audit reveals an underpayment by more than ten (10%) percent, then BUYER and HSOA shall reimburse SELLER's fees, costs and expenses, including accountants' and attorneys' fees, incurred in conducting such inspection or audit.
