Maintenance of Records Audits. Centogene shall maintain accurate and complete records of all Testing Request Forms, Samples received, correspondence, invoices, and/or other information in Centogene’s possession relating to the Diagnostic Services (collectively, “General Records”). The General Records shall be maintained in accordance with recognized commercial accounting practices and retained during the term of the Agreement and thereafter for a period of three (3) years or such longer period required by Applicable Laws. Not more than once per calendar year during the term and not more than once within three (3) years after the end of the term, upon reasonable prior written notification and during normal business hours and with the purpose of confirming Centogene’s compliance with the terms of this Agreement in providing the Diagnostic Services, Centogene agrees to permit independent auditors bound to professional secrecy selected by Shire and reasonably acceptable to Centogene to examine and audit the General Records at no charge to Shire by Centogene. The independent auditors shall be bound by the confidentiality and non-use obligations set forth in Sections 3.8 and 8 of this Agreement. For clarity, any such inspection (or failure to inspect) shall not relieve Centogene of its obligation to comply with Applicable Laws and the provisions of this Agreement and does not constitute a waiver of any right otherwise available to Shire. Shire shall bear the full cost of such independent auditors, unless such audit shall reveal that Centogene overstated the number of tested Samples by more than [*****] percent ([*****]%), in which case Centogene shall reimburse Shire for the reasonable cost of such audit.
Maintenance of Records Audits. Company shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined. Upon the written request of the MHR Funds, the Company shall permit an independent certified public accounting firm of nationally recognized standing selected by the MHR Funds and reasonably acceptable to Company, to have access during normal business hours to such of the records of Company as may be reasonably necessary to verify the accuracy of the royalty reports hereunder. The review by such accounting firm shall be conducted in confidence, provided that a summary of the results of such review may be shared with the MHR Funds and the Company. If such accounting firm concludes that additional royalties were owed with respect to such period, the Company shall pay the additional royalties within thirty (30) days of the date the MHR Funds delivers to the Company such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by the MHR Funds unless such report identifies additional royalties owing, in which case the Company shall pay such fees.
Maintenance of Records Audits. Paramount Rx shall maintain true and complete records related to all Program Claims and Transaction Fees paid to Client. Client shall have the right, at its own expense, to audit those records up to one (1) year immediately following the close of each calendar year, in which the transactions underlying those Program Claims and Transaction Fees arise. Upon not less than fifteen (15) business days’ prior written notice, Paramount Rx shall make such records available electronically via FTP and physically at its principal place of business, for inspection by Client during normal business hours. Client may designate an accounting firm of its choice to conduct such audit on its behalf so long as that firm has not provided, and does not provide, accounting or other services to Paramount Rx or any of its competitors. Client and its designee shall enter into a confidentiality agreement, reasonably acceptable to the parties and Client’s auditor, to maintain the confidentiality of, (a) all information to which Client or its designee will have access during the course of the audit, (b) the fact that Client or its auditor audited Paramount Rx, and (c) the audit results.
Maintenance of Records Audits. (a) Each Party shall maintain the following books and records:
Maintenance of Records Audits. AHP shall keep complete records of AHP's Fully Absorbed Costs for the manufacture and supply of Products hereunder, and shall permit an independent certified public accountant selected by Horizon and reasonably acceptable to AHP, at Horizon's expense, at the time of (a) any price adjustment under Section 5.1, or (b) request by AHP for reimbursement of costs incurred under Sections 2.7 and 3.1 hereof, but, in any event, no more than once per year, to inspect and review such records during normal business hours and upon reasonable prior notice, in order to verify or determine such costs and whether an increase in such costs has occurred. The independent certified public accountant may not disclose to Horizon specific manufacturing cost breakdowns, but only whether or not the increase in AHP's Fully Absorbed Cost reported by AHP are correct. Horizon shall bear the costs and fees associated with such inspections and reviews unless it is determined by the independent certified public accountant that such price adjustment was unjustified (in excess of five percent (5%) more than the price increase determined by the independent certified public accountant to be justified), in which case AHP shall bear the costs and fees of such audit and shall promptly refund to Horizon any overpayments made by Horizon because of such unjustified price adjustment.
Maintenance of Records Audits. Navitus agrees that it will provide Client with access to all of its records; contracts with drug manufacturers; participating pharmacies, and any subcontractor and such other book and records as may be reasonably required to audit Navitus performance under this Agreement. Navitus agrees to maintain true and correct books and records of Client’s Covered Product expenditures in the standard Navitus format and for a period of not less than seven years from the date payment is made. Client may audit such books and records, using an auditor and methodology that is selected by Client, provided that an auditor may not be a competitor of Navitus or an affiliate of a competitor, and Client shall reasonably consider input provided by Navitus related to the auditor and methodology used. Client may audit such books and records upon reasonable prior written notice and during Navitus’ normal business hours consistent with privacy and other limitations of applicable federal and state laws, rules and regulations and the provisions of this Agreement. Client may only audit periods of service not more than 18 months prior to the date of such audit. The parties shall require any third-party auditor to execute a confidentiality agreement in a form that is reasonably acceptable to both parties, and which contains provisions intended to protect each party’s Confidential Information that are substantially the same as the provisions set forth herein. Any release to the other party of records and data reviewed during such audit, whether electronically or in any other mutually agreeable format, will be in accordance with the terms of this Agreement and applicable law. Notwithstanding the foregoing, Navitus acknowledges that state and federal rules, regulations and laws will govern audits conducted by regulatory agencies with jurisdiction over Client’s Plan.
Maintenance of Records Audits. Prosper shall maintain records on a current basis to support its xxxxxxxx to the City and to document the performance of services in accordance with this Agreement. The City or its authorized representative shall have the authority to inspect, audit and copy on reasonable notice and from time to time, any records of Prosper regarding its xxxxxxxx and performance of services. Prosper shall retain these records for inspection, audit and copying for three (3) years from the date of completion or termination of this or any future Agreements.
Maintenance of Records Audits. You shall maintain accurate, complete, and timely books, records and accounts of all transactions occurring under the Agreement. You shall retain such books and records relating to solicitation and sales of Blue Shield Medicare Plans for a period of at least ten (10) years or for such longer period of time as required by any on-going audit or investigation of you or Blue Shield conducted by a governmental authority. You shall permit HHS, the Comptroller General, Blue Shield or their designees to have the right to inspect, evaluate, and audit the books, records, contracts, documents and computer or other electronic systems relating to your performance of services pursuant to the Agreement, and otherwise cooperate with, assist and provide information as requested to the aforementioned entities. You agree to produce and provide such documents to Blue Shield to provide to HHS, the Comptroller General or their designees upon their request. The right of HHS, the Comptroller General, Blue Shield and their designees to inspect, evaluate and audit any of the foregoing types of information shall exist during the term of the Agreement and for a period of ten (10) years after the expiration or earlier termination and for such longer period of time as required to complete an on-going audit or investigation. The provisions of this section shall survive the expiration or earlier termination of the Agreement for any reason.
Maintenance of Records Audits. All books and records maintained or retained pursuant to this Agreement shall be retained by PMAC for a period of at least [***] years, or longer if so required by federal, state or local laws, rules or regulations. Annie’s may, not more frequently than [***] per calendar year, following [***] days’ written notice to PMAC and during PMAC’s customary business hours, and in a manner which will not be unduly burdensome to PMAC, review PMAC’s books and records relating to purchases and invoices pursuant to this Agreement for the sole purpose of determining PMAC’s compliance with Section 5.1 in connection with “Pass Through” items only. In addition if the foregoing review reveals an underpayment or a failure to revise the prices set forth on Schedule 5.1 downward by PMAC, no more than [***] per calendar year and upon [***] days’ written notice and during normal business hours, Annie’s may require an audit of PMAC’s financial records to be conducted to determine compliance with Section 5 by an independent Certified Public Accountant reasonably acceptable to PMAC (it being acknowledged that any of the “Big Four” national accounting firms shall be acceptable); provided that the costs of such audit will be borne by [***]; provided further, however, that the costs of such audit will be borne by [***] in the event that the audit determines that payments by Annie’s to PMAC equal or exceed [***]% of the amount that would otherwise be due to PMAC by Annie’s under the express terms of this Agreement.
Maintenance of Records Audits. (a) Schering shall keep complete and accurate records in sufficient detail to enable the Margin Payments hereunder to be determined. Upon the written request of RIBI and not more than once in each Calendar Year, Schering shall permit an independent certified public accounting firm of nationally recognized standing selected by RIBI and reasonably acceptable to Schering, at RIBI's expense, to have access during normal business hours to such of the records of Schering as may be reasonably necessary to verify the accuracy of the Margin Payment reports hereunder for any year ending not more than [*] prior to the date of such request and no later than [*] after written request is made. The accounting firm shall disclose to RIBI only whether the Margin Payment reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to RIBI.
