Recordkeeping; Audit Sample Clauses
The 'Recordkeeping; Audit' clause requires parties to maintain accurate and complete records related to their obligations under the agreement and grants the other party the right to review or audit these records. Typically, this means that one party must keep detailed documentation—such as financial statements, invoices, or logs—for a specified period, and the other party may request access to these records to verify compliance or accuracy. This clause ensures transparency and accountability, helping to prevent disputes and detect errors or misconduct by allowing for independent verification of contractual performance.
Recordkeeping; Audit. The Ceding Company shall maintain all Books and Records that relate to this Agreement and the Business Reinsured in accordance with industry standards of insurance record keeping, and shall maintain an adequate system of internal controls and procedures for financial reporting relating to the Business Reinsured. The Reinsurer (or its duly authorized Representative) and the Connecticut Insurance Department, may, at any reasonable time and upon reasonable notice, inspect and audit such Books and Records, and shall have reasonable access to appropriate personnel of the Ceding Company. The Ceding Company will maintain oversight for functions provided by the Reinsurer and the Ceding Company will monitor services annually for quality assurance. ▇▇▇▇▇▇▇ Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 29
Recordkeeping; Audit. Grantee will maintain its books and records in accordance with generally accepted accounting principles, practices and procedures, and in a manner that will provide Funder with sufficient detail to review ▇▇▇▇▇▇▇’s receipts and expenditures relating to the Grant. Grantee will make such records available for review by Funder upon reasonable notice during the Grant Period and for four years after the termination or expiration of this Agreement. As a recipient of funds from an Indiana political subdivision, Grantee must allow for any audits required by the Indiana State Board of Accounts, and must file an Entity Annual Report (E-1) within sixty days of Grantee’s fiscal year end.
Recordkeeping; Audit. (a) Each party will keep accurate accounts and records in sufficient detail to properly determine the royalties payable to the other under this Agreement for at least 3 years following the end of the calendar quarter to which they pertain.
(b) Each party will make available such accounts and records for inspection during such 3 year period by a certified public accountant retained by the other for such purpose, solely for the purpose of verifying the royalty payments hereunder. Such inspections may be made no more than once in each calendar year, at reasonable times mutually agreed upon by the parties after at least 15 days written notice to the other.
(c) If an audit concludes that additional royalties were owed during the period audited, the party in default will pay the additional royalties within 45 days of the date the other party delivers to it the accounting firm's written report. The fees charged by such accounting firm will be paid by the party initiating the inspection unless the additional royalties owed by the party in default exceed 5% of the royalties paid for the period subject to the audit, in which case that party will pay the fees of the accounting firm.
(d) Each party will include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to the other party, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by the other's independent accountant to the same extent required of the Licensor under this agreement.
Recordkeeping; Audit. Distributor shall maintain accurate and complete books and records necessary to demonstrate compliance with this Agreement. Liquidware may, at its expense, conduct an audit to verify that Distributor is using and reselling the Software in accordance with this Agreement. Any such audit shall be conducted during regular business hours, not more than once per year, and shall not unreasonably interfere with Distributor’s business activities. If an audit reveals that Distributor has used, distributed or allowed use of the Software in excess of the use permitted by the Order and this Agreement, then Distributor shall pay Liquidware for such unauthorized use based on the Liquidware retail price list in effect at the time the audit is completed. If the unpaid license fees exceed five 5% of the license fees paid, then Distributor shall pay Liquidware’s reasonable costs of conducting the audit.
Recordkeeping; Audit. Reseller shall maintain, during the Term and for a period of one
(1) year thereafter, written records, all contracts, all accounts and other information relating to the sale and Support of the Products. The Company shall have the right, during the Term and for a period of one
(1) year thereafter, to audit such records, contracts, accounts and other information, upon reasonable written notice to Reseller.
Recordkeeping; Audit. Each Nuance Entity shall keep accurate records of Licensed Products that are made, used or sold under this Agreement, in accordance with the Accounting Standards consistently applied, for a period of at least three (3) years after the end of the calendar year to which the records relate, setting forth the sales of Licensed Products in sufficient detail to enable royalties and other amounts payable to Verona hereunder to be determined. Each Nuance Entity further agrees to permit its books and records to be examined, no more than once during any calendar year unless required to investigate specific issues, by an independent accounting firm selected by Verona and reasonably acceptable to Nuance, to verify any reports and payments delivered under this Agreement during the [***] most recently-ended calendar years, upon reasonable notice (which shall be no less than [***] prior notice) and during regular business hours and subject to a reasonable confidentiality agreement. The Parties shall reconcile any underpayment or overpayment and make the corresponding required payments together with any accrued interest pursuant to Section 8.11 (Late Payments) within [***] after the accounting firm delivers the results of any audit. Such examination is to be made at the expense of Verona, except in the event that the results of the audit reveal an underpayment by Nuance of [***] or more during the period being audited, in which case reasonable audit fees for such examination shall be paid by Nuance.
Recordkeeping; Audit. MSP shall maintain accurate and complete books and records necessary to demonstrate compliance with this Agreement. Liquidware may, at its expense, conduct an audit to verify that MSP is using and making available the Software in accordance with this Agreement. Any such audit shall be conducted during regular business hours, not more than once per year, and shall not unreasonably interfere with MSP’s business activities. If an audit reveals that MSP has used, distributed or allowed use of the Software in excess of the use permitted by the Order and this Agreement, then MSP shall pay Liquidware for such unauthorized use based on the Liquidware retail price list in effect at the time the audit is completed. If the unpaid license fees exceed five 5% of the license fees paid, then MSP shall pay Liquidware’s reasonable costs of conducting the audit.
Recordkeeping; Audit. (a) Each party will keep accurate accounts and records in sufficient detail to properly determine the royalties payable to the other under this Agreement for at least 3 years following the end of the calendar quarter to which they pertain.
(b) Each party will make available such accounts and records for inspection during such 3 year period by a certified public accountant retained by the other for such purpose, solely for the purpose of verifying the royalty payments hereunder. Such inspections may be made no more than once in each calendar year, at reasonable times mutually agreed upon by the parties after at least 15 days written notice to the other.
(c) If an audit concludes that additional royalties were owed during the period audited, the party in default will pay the additional royalties within 45 days of the date the other party delivers to it the accounting firm's written report. The fees charged by such accounting firm will be paid by the party initiating the inspection unless the additional royalties owed by the party in default exceed 5% of the royalties paid for the period subject to the audit, in which case that party will pay the fees of the accounting firm.
(d) Each party will include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to the other party, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by the other's independent accountant to the same extent required of the Licensor under this agreement.
(e) Each party will treat all financial information subject to review under this Paragraph 6.1 or under any sublicense agreement in accordance with the confidentiality provisions of this Agreement. * CONFIDENTIAL TREATMENT REQUESTED
(f) ISIS will maintain complete and accurate records which are relevant to its expenditure of research manpower provided under this Agreement pursuant to the Research Plan. With reasonable notice, said records will be open during reasonable business hours for a period of from [ * ] for examination at ZENECA's expense by an independent certified public accountant appointed by ZENECA and reasonably acceptable to ISIS. Such examination will be for the sole purpose of verifying for ZENECA the cost of the research conducted and whether or not funds received by ISIS from ZENECA were used for conducting the research.
Recordkeeping; Audit. During the Term set forth in 7.1 and for two (2) years after its expiration or termination, Licensee will maintain accurate records of Licensee’s use of the Software sufficient to show compliance with the terms of this Agreement. During this period, IIT will have the right to audit Licensee’s use of the Software to confirm compliance with the terms of this Agreement. That audit is subject to reasonable notice by IIT and will not unreasonably interfere with Licensee’s business activities. IIT may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. Licensee will reasonably cooperate with IIT and any third party auditor and will, without prejudice to other rights of IIT, address any non-compliance identified by the audit by promptly paying additional fees. Licensee will promptly reimburse IIT for all reasonable costs of the audit if the audit reveals either underpayment of more than five (5%) percent of the Software fees payable by Licensee for the period audited, or that Licensee has materially failed to maintain accurate records of Software use.
Recordkeeping; Audit. (a) LICENSEE, its Affiliates and sublicensees shall keep accurate records in sufficient detail to enable the amounts payable by LICENSEE to Nastech under this Article 6 to be determined until [***] after the Calendar Year to which such records pertain.
(b) Upon the request of Nastech (but not more often than once each Calendar Year), Nastech may designate an independent public accountant mutually agreed to by Nastech and LICENSEE (such agreement not to be unreasonably delayed or withheld; LICENSEE and Nastech hereby agree that each has agreed to KPMG LLC) to conduct a confidential review of records sufficient to verify the accuracy of the payments made or payable hereunder during the then [***] or any part thereof. Such accountant shall not in any way be compensated (in whole or in part) contingent on the outcome of the audit. All such reviews shall occur upon not less than [***] prior written notice and shall be conducted during normal business hours and without undue interference with LICENSEE's operations. The cost of such review shall be borne by Nastech unless the result thereof establishes that the amounts payable by LICENSEE to Nastech have been understated by five percent (5%) or more for any Calendar Year, in which event LICENSEE shall bear the reasonable cost of such review. If LICENSEE has understated any amount payable to Nastech, then LICENSEE shall remit to Nastech forthwith the relevant amount due, plus interest thereon for the period unpaid based on the representative prime rate published by The Wall Street Journal as of the date of the notice of such underpayment. If such accountant shall determine that LICENSEE has overstated the amount payable to Nastech, then LICENSEE shall receive a credit of the amount against future payments due from LICENSEE to Nastech under Section 6.1(a).