Record Retention, Inspection Sample Clauses

Record Retention, Inspection. Vendor shall retain all financial books and records relating to this Purchase Order at its sole expense, for a period of three (3) years following termination of this Purchase Order. Vendor shall return or destroy RTI’s project records, materials, data and Results in accordance with Paragraph 8d unless otherwise instructed by RTI. RTI may, in its sole discretion, require that Vendor undergo a qualification by RTI’s Office of Quality, either prior to commencing the services or during the term of this Purchase Order, to evaluate Vendor’s policies and procedures, quality control and quality assurance practices, regulatory compliance, and compliance with these Terms. Vendor shall permit RTI or its client, upon reasonable notice and during regular business hours, to audit any Services performed and all books and records relating to such Services, the facilities where the Services are or will be performed, the data processing systems used in the performance of the Services, if applicable, and the supporting documentation for invoices submitted to RTI by Vendor, to confirm that the Services are conducted in accordance with these Terms. If Vendor fails to demonstrate quality or compliance practices as required by these Terms, RTI may in its sole discretion require prompt corrective action, withhold payment or terminate the Purchase Order. Vendor shall maintain and make available for inspection all work product and Deliverables in accordance with these Terms.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Record Retention, Inspection. Astellas shall keep or cause its Affiliates and Sublicensee to keep complete and accurate records in sufficient detail to enable Net Sales and royalties payable under Section 7.4 (Royalty) to be established for a period of [***] years after the date that such royalties were payable. Such records shall be consistent with Astellas’ normal accounting principles. At the request of Selecta (but not more frequently than [***]) an independent chartered or certified public Exhibit 10.21 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. accountant chosen by Selecta but approved by Astellas (which approval shall not be unreasonably withheld, conditioned or delayed) shall be allowed access, during ordinary business hours, to such records for the period requested by Selecta solely to verify the accuracy of any payments made to Selecta under Section 7.4 (Royalty). The accountant shall not disclose to Selecta any information other than that which should properly be contained in a report of matters relevant to Net Sales and royalty calculation and payment arising under Section 7.4 (Royalty) above. In the case of Sublicensees, Astellas shall use reasonable efforts to cause such Sublicensees’ records to be available to the same extent Astellas’ records are available pursuant to this Section 7.5.3 (Record Retention, Inspection). Any inspection conducted under this Section 7.5.3 (Record Retention, Inspection) shall be at the expense of Selecta, unless such inspection reveals any underpayment of the payments due hereunder for the audited period by at least the greater of (a) [***] and (b) [***], in which case the full costs of such inspection for such period shall be borne by Astellas. Any underpayment shall be paid by Astellas to Selecta within [***] days of written notice with interest on the underpayment at the rate specified in Section 7.7.4 (Late Payments) from the date such payment was originally due. Any overpayment shall be credited against future amounts due by Astellas to Selecta. Upon conclusion of any audit under this Section 7.5.3 (Record Retention, Inspection) and the payment of any additional amounts or reimbursement of any excess amounts (in each case, if applicable), the calculation of royalties payable with respect to such period shall be binding and conclusive.
Sample 1See All (4)
Record Retention, Inspection. Licensee shall keep or cause its Affiliates and Sublicensee to keep complete and accurate records in sufficient detail to enable Net Sales and royalties payable under Section 4.2 to be established for a period of sixty (60) months after the date that such royalties were payable. Such records shall be consistent with Licensee’s normal accounting principles. At the request and cost of Merck Serono (but not more frequently than once each Calendar Year) an independent chartered or certified public accountant chosen by Merck Serono but approved by the Licensee (which approval shall not be unreasonably withheld or delayed) shall be allowed access during ordinary business hours to such records pertaining to the preceding two (2) Calendar Year solely to verify the accuracy of any payments made to Merck Serono under Section 4.2. The accountant shall not disclose to Merck Serono any information other than that which should properly be contained in a report of matters relevant to Net Sales and royalty calculation and payment arising under Section 4.2 above. Licensee shall make Sublicensee records available to Merck to the same extent as set forth in this Section 4.2 (g).
Sample 1Sample 2Sample 3
Record Retention, Inspection. AND AUDIT. Contractor shall maintain accurate books and records of all Services provided under, amounts billed pursuant to, and all documents required of Contractor under the Contract for at least five years after the date on which the Contract terminates and make them available, upon FCSS’ request, for review, audit, and/or copying by FCSS and/or any federal or state agencies. Upon FCSS’ written notice to Contractor that a longer retention period is necessary in order for FCSS to comply with records retention requirements under a court order or federal or state laws, Contractor shall continue to retain such books and records for the period stated in FCSS’ notice. If the Contract involves the expenditure of $10,000 or more in funds from the State of California, it is subject, for three years after the final payment is made, to the State Auditor’s examination and audit at FCSS’ request or as part of an audit of FCSS. The provisions of this Subsection shall survive the termination of the Contract.
Sample 1Sample 2
Record Retention, Inspection. 1. Vendor shall keep contemporaneous detailed records to enable JAC to verify all costs, expenses, and vendor’s time expended providing services. The records shall include supporting documentation necessary to adequately evaluate and substantiate payments made under this Due Process Contract. JAC Policies and Procedures set forth the general requirements for supporting documentation. If providing services billed on an hourly basis, Vendor shall maintain appropriate documentation, including contemporaneous and detailed hourly accounting of time spent providing services to Attorney.
Sample 1Sample 2
Record Retention, Inspection. Company shall keep, or cause its Affiliates and Sublicensee to keep, complete and accurate records in sufficient detail to enable Net Sales and royalties payable under Section 6.3 to be established for a period of [*] after the date that such royalties were payable. Such records shall be consistent with Company’s normal accounting principles. At the request of MRKDG (but not more frequently than [*] an independent chartered or certified public accountant chosen by MRKDG but approved by Company (which approval shall not be unreasonably withheld or delayed) shall be allowed access during ordinary business hours to such records pertaining to the preceding [*] solely to verify the accuracy of any payments made to MRKDG under Section 6.3. The accountant shall not disclose to MRKDG any information other than that which should properly be contained in a report of matters relevant to Net Sales and royalty calculation and payment arising under Section 6.3. In the case of Sublicensees, Company shall make such Sublicensees’ records available to MRKDG. Any inspection conducted under this Section 6.5 shall be [*].
Sample 1
Record Retention, Inspection. Sublicensee shall keep or cause its Affiliates and Sublicensee to keep complete and accurate records in sufficient detail to enable Net Sales and royalties payable under Section 7.2 to be established for a period of sixty (60) months after the date that such royalties were payable. Such records shall be consistent with Sublicensee's normal accounting principles. At the request and cost of Sublicensor (but not more frequently than once each Calendar Year) an independent chartered or certified public accountant chosen by Sublicensor but approved by Sublicensee (which approval shall not be unreasonably withheld or delayed) shall be allowed access during ordinary business hours to such records pertaining to the preceding two (2) Calendar Year solely to verify the accuracy of any payments made to Sublicensor under Section 7.2. The accountant shall not disclose to Sublicensor any information other than that which should properly be contained in a report of matters relevant to Net Sales and royalty calculation and payment arising under Section 7.2.
Sample 1
AutoNDA by SimpleDocs
Record Retention, Inspection. Licensee shall keep or cause its Affiliates and Sublicensees to keep complete and accurate records in sufficient detail to enable Net Sales and royalties, including the Sublicensing Fees, payable under this Section 4.1 to be established for a period of sixty (60) months after the date that such royalties were payable. Such records shall be consistent with Licensee’s normal accounting principles. At the request of ARES (but not more frequently than once each Calendar Year) an independent chartered or certified public accountant chosen and paid by ARES but approved by the Licensee (which approval shall not be unreasonably withheld or delayed) shall be allowed access during ordinary business hours to such records pertaining to the preceding two (2) Calendar Years solely to verify the accuracy of any payments made to ARES under this Section 4.1. The accountant shall not disclose to ARES any information other than that which should properly be contained in a report of matters relevant to Net Sales and royalty calculation and, as the case may be, Sublicensing Fees’ payment arising under this Section 4.1. As regards the Sublicensing Fees, Licensee shall cause its Sublicensees to make their records available to ARES.
Sample 1
Record Retention, Inspection. RTI may, in its sole discretion, require that Vendor undergo a qualification by RTI’s Office of Quality Assurance, either prior to commencing the services or during the term of this Purchase Order, to evaluate Vendor’s policies and procedures, quality control and quality assurance practices, regulatory compliance, and compliance with these Terms. Vendor shall permit RTI or its client, upon reasonable notice and during regular business hours, to audit any Services performed and all books and records relating to such Services, the facilities where the Services are or will be performed, the data processing systems described in Appendix A, if applicable, and the supporting documentation for invoices submitted to RTI by Vendor, to confirm that the Services are conducted in accordance with these Terms. If Vendor fails to demonstrate quality or compliance practices as required by these Terms, RTI may in its sole discretion require prompt corrective action, withhold payment or terminate the Purchase Order. Vendor shall maintain and make available for inspection all work product and Deliverables in accordance with Section 8 and Appendix A. Invoicing and Payment Terms RTI will reimburse Vendor for Services actually performed and goods furnished in accordance with this Purchase Order. All invoices shall specify the invoice number, Purchase Order number, Deliverables completed, total amount due and cumulative amount billed. Vendor shall send invoices via electronic mail to XXXxxxxxxxXxxxxxxXX@xxx.xxx. Questions regarding submitted invoices should be directed to RTI Accounts Payable at +0-000-000-0000. All equipment purchased by Vendor and reimbursed by RTI shall become the sole property of RTI. RTI will pay invoices within thirty (30) days of receipt. RTI shall promptly notify Vendor if it intends to withhold payment of any portion of a submitted invoice due to defect or other discrepancy with a Deliverable. Vendor shall submit its final invoice to RTI within sixty (60) days following completion of the Deliverables. RTI shall issue payments by Electronic Funds Transfer (EFT). Within ten (10) days of the execution of this Purchase Order, Vendor shall submit a completed EFT form provided by RTI. All EFT information and any changes to EFT information shall be sent to the email address provided on the form.
Sample 1

Related to Record Retention, Inspection

  • Visitation, Inspection, Etc The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent or any Lender, to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable times and as often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower.

  • Record Retention The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

  • Records Retention The Asset Representations Reviewer will maintain copies of Review Materials, Review Reports and internal work papers and correspondence (collectively the “Client Records”) for a period of two years after the termination of this Agreement. At the expiration of the retention period, the Asset Representations Reviewer shall return all Client Records to the Servicer, in electronic format or, to the extent held in tangible form, in that form. Upon the return of the Client Records, the Asset Representations Reviewer shall have no obligation to retain such Client Records or to respond to inquiries concerning any Asset Review.

  • Records; Inspection Payor shall keep, and shall require its Permitted Sellers to keep, complete, true and accurate books of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with GAAP, showing Net Sales on country-by-country and Licensed Product-by-Licensed Product basis, and Payor’s or its Permitted Sellers’ usual internal practices and procedures (which shall be commercially reasonable), consistently applied. Such books and records shall be kept for at least [*] ([*]) years following the end of the Calendar Quarter to which they pertain. Such records will be open for inspection by Payee during such five (5) year period by independent accountants reasonably acceptable to Payor, solely for the purpose of verifying the basis and accuracy of amounts in the payment statements hereunder. Such inspections shall be made no more than [*] each Calendar Year, at reasonable time and on reasonable notice and shall be limited to information related to Licensed Products. Results of any such inspection shall be deemed to be Confidential Information of Payor. If any errors in favor of Payor are discovered in the course of such inspection, then within thirty (30) days of written request by Payee, Payor shall pay Payee those amounts that Payee would have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(c). Inspections conducted under this Section 6.5 shall be at the expense of Payee, unless a variation or error in favor of Payor exceeding [*] percent ([*] %) of the amount due for the period covered by the inspection is established in the course of such inspection, whereupon all reasonable, documented costs relating to the inspection for such period will be paid promptly by Payor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding Calendar Quarter.

  • Maintenance of Books and Records; Inspection The Company shall maintain its books, accounts and records in accordance with generally accepted accounting principles consistently applied, and permit the Secured Party, its officers and employees and any professionals designated by the Secured Party in writing, at any time to visit and inspect any of its properties (including but not limited to the collateral security described in the Transaction Documents and/or the Loan Instruments), corporate books and financial records, and to discuss its accounts, affairs and finances with any employee, officer or director thereof.

  • Books and Records; Inspection The Parent will keep, and will cause each of its Subsidiaries to keep, proper books of record and account in all material respects, in which materially proper and correct entries shall be made of all financial transactions and the assets, liabilities and business of the Parent and its Subsidiaries in accordance with GAAP. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Facility Agent at the reasonable request of any Lead Arranger to visit and inspect, under guidance of officers of the Parent or such Subsidiary, any of the properties of the Parent or such Subsidiary, and to examine the books of account of the Parent or such Subsidiary and discuss the affairs, finances and accounts of the Parent or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Facility Agent at the reasonable request of any such Lead Arranger may reasonably request.

  • Books and Records; Inspection and Examination The Borrower will keep accurate books of record and account for itself pertaining to the Collateral and pertaining to the Borrower's business and financial condition and such other matters as the Lender may from time to time request in which true and complete entries will be made in accordance with GAAP and, upon the Lender's request, will permit any officer, employee, attorney or accountant for the Lender to audit, review, make extracts from or copy any and all corporate and financial books and records of the Borrower at all times during ordinary business hours, to send and discuss with account debtors and other obligors requests for verification of amounts owed to the Borrower, and to discuss the Borrower's affairs with any of its directors, officers, employees or agents. The Borrower will permit the Lender, or its employees, accountants, attorneys or agents, to examine and inspect any Collateral, other collateral covered by the Security Documents or any other property of the Borrower at any time during ordinary business hours.

  • Books and Records; Inspections Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

  • Cooperation and Records Retention Seller and Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any tax return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returns, supporting work schedules, and other records or information, in a timely manner, as and that may be relevant to such returns for all tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.

Time is Money Join Law Insider Premium to draft better contracts faster.