Reasonable Audit Sample Clauses

Reasonable Audit. Upon reasonable written prior notice, Tessera shall have the right to examine and audit through an independent third party CPA firm, not more frequently than once per year, all records of Licensee that may contain information bearing upon the amount of fees payable under this Agreement from the previous three (3) years from the date of notification of the audit; provided, however, that the said auditor shall have agreed in advance in writing to maintain in confidence and not to disclose to Tessera or any third party any proprietary information obtained during the course of such audit. The results of any such audit shall be final, and within thirty (30) days after receiving the auditor’s report, Licensee shall make payment to Tessera of any amount which may be found to be payable, if any. Tessera shall bear the expenses of such audit examinations unless royalties due and owing to Tessera are determined by the auditor to be at least five percent (5%) greater than such similar amounts as calculated and/or paid by Licensee, in which case Licensee shall bear such expenses.

Reasonable Audit. Upon reasonable written prior notice, Tessera shall have the right to examine and audit through an independent mutually agreed upon third party, not more frequently than once per year, all records of TI that may contain information reasonably necessary to verify the amount of fees or royalties paid by or payable by TI under this Agreement; provided, that the said auditor shall have agreed in advance in writing to maintain in confidence and not to disclose to Tessera or any third party any TI proprietary information obtained during the course of such audit. Such audit must be requested by Tessera within one year of the end of any quarter for which an audit is being sought. Within thirty (30) days after receiving the auditor’s report, TI shall make payment to Tessera of the amount found to be payable, if any or, conversely, Tessera shall make payment to TI for any overpayment found in the audit. Tessera shall bear the expenses of such audit examinations unless royalties due and owing to Tessera are determined by the auditor to be at least five percent (5%) greater than the amounts as calculated and/or paid by TI, in which case TI shall bear such expenses.

Reasonable Audit. Upon 60 days written prior notice, Tessera shall have the right to examine and audit through a reputable, independent accounting firm (used by Tessera in the

Reasonable Audit. Upon reasonable written prior notice, Tessera shall have the right to examine and audit through an independent third party CPA firm, not more frequently than once per year, all records of Licensee that may contain information bearing upon the amount of fees payable under this

Reasonable Audit. Upon reasonable written prior notice, Tessera shall have the right to examine and audit, through an independent third party CPA firm (mutually acceptable by the parties hereto) using the generally accepted accounting and auditing procedures, at its expense and not more frequently than once per year, all records of Licensee that may contain information bearing upon the amount of fees payable under this Agreement; provided, however, that the said auditor shall have agreed in advance in writing to maintain in confidence and not to disclose to Tessera or any third party any proprietary information obtained during the course of such audit. The results of any such audit shall be in written form. Tessera and Licensee shall consult with each other concerning the auditor's findings within thirty (30) days after the auditor's report has been issued and unless mutually agreed otherwise, any amount found to be due and payable shall be made by the owing party.

Reasonable Audit. The parties hereto agree to negotiate reasonable terms to ensure that Tessera can obtain any necessary information concerning IC prices and quantities to substantiate the royalties due hereunder, Tessera's exercise of its Purchase Rights, and other factual matters including tax payments requiring similar verification. Licensee agrees to maintain full and accurate books and records in sufficient detail to enable royalties payable hereunder to be determined. Notwithstanding the foregoing, Tessera shall have the right from time to time upon five (5) days prior notice through an independent auditor designated by Tessera to inspect and audit such accounts and records. In the event that any audit properly indicates a deficiency in the

Reasonable Audit. Upon reasonable written prior notice, Tessera shall have the right to examine and audit through an independent third party CPA firm, not more frequently than once per year, all records of Licensee that may contain information bearing upon the amount of fees payable under this Tessera Confidential Agreement from the previous three (3) years from the date of notification of the audit; provided, however, that the said auditor shall have agreed in advance in writing to maintain in confidence and not to disclose to Tessera or any third party any proprietary information obtained during the course of such audit. The results of any such audit shall be final, and within thirty (30) days after receiving the auditor's report, Licensee shall make payment to Tessera of any amount which may be found to be payable, if any. Tessera shall bear the expenses of such audit examinations unless royalties due and owing to Tessera are determined by the auditor to be at least five percent (5%) greater than such similar amounts as calculated and/or paid by Licensee, in which case Licensee shall bear such expenses.

Reasonable Audit