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. Xxxxxxx Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 29
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.
Recordkeeping; Audit. Reseller 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 Reseller 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 Reseller’s business activities. If an audit reveals that Reseller has used, distributed or allowed use of the Software in excess of the use permitted by the Order and this Agreement, then Reseller 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 Reseller shall pay Liquidware’s reasonable costs of conducting the audit.
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. TRANSPORT COMPANY agrees to retain a signed copy of this Agreement during the Term and for a minimum of three (3) years thereafter (“Retention Period”). TRANSPORT COMPANY also agrees to maintain, at all times during the Retention Period, accurate and complete books and records pertaining to the Services performed, including copies of all required screenings and background checks, which books and records shall be available to Ready and subject to examination upon Ready’s requeSt. TRANSPORT COMPANY acknowledges and consents to audits, due diligence, information requests, site visits, and investigative activity by Ready and/or its agent or designee, with or without notice to TRANSPORT COMPANY, related to TRANSPORT COMPANY’s compliance with the terms of this Agreement, financial condition and compliance with applicable laws, both during the on-boarding stage and from time to time thereafter as Ready reasonably determines prudent. TRANSPORT COMPANY agrees to cooperate, and to cause its employees, contractors, and representatives to cooperate, in connection with any audit, site visit, or request for information by Ready or its agent or designee. The costs of any such activity will be borne by Ready (to the extent Ready incurs any out of pocket expenses in connection with the activity audit) unless the activity reveals that TRANSPORT COMPANY has (a) overcharged Ready by an amount that exceeds five percent (5%) of the amount that TRANSPORT COMPANY was entitled to xxxx Ready in connection with any Services engagement, or (b) failed to comply in all material respects with the Agreement, in which case the expenses of such audit will be borne by TRANSPORT COMPANY. TRANSPORT COMPANY shall pay to Ready all amounts necessary to correct any incidence of overcharging discovered by Ready pursuant to this Section within thirty (30) days of receiving notification from Ready.
Recordkeeping; Audit. A. The Grantee shall maintain books, records and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. The District, the State, inspector general or their authorized representatives shall have access to such records for audit purposes during the term of this Agreement and for five (5) years following Agreement completion. In the event any work is subcontracted, the Grantee shall similarly require each subcontractor to maintain and allow access to such records for audit purposes. The Grantee shall also cooperate with an inspector general in any investigation, audit, inspection, review or hearing, pursuant to Section 20.055(5), Florida Statutes.
Recordkeeping; Audit. 9.1 Partner shall, during the Term and for at least five years thereafter, maintain books, records and accounts of all transactions and activities covered by this Agreement and permit examination thereof by BY and its Representatives in accordance with this Agreement. BY has the right to perform an audit of such activities and records of (a) Partner, and/or (b) any member of the Partner Group involved in the performance of obligations under any part of this Agreement no more than twice during any consecutive 12-month period.
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, CloudJumper 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 CloudJumper and will not unreasonably interfere with Licensee’s business activities. CloudJumper 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 CloudJumper and any third-party auditor and will, without prejudice to other rights of CloudJumper, address any non-compliance identified by the audit by promptly paying additional fees. Licensee will promptly reimburse CloudJumper 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. At all times during the Term of this Agreement, and for at least five (5) years after the termination or expiration of this Agreement, the Licensee shall maintain complete and accurate records with respect to its activities and all revenues received pursuant to its activities under this Agreement. Such records shall include a complete list of the customer’s name, address, and primary contact, and all data needed for verification of the amounts to be paid to the Licensor under this Agreement. The Licensor shall have the right during normal business hours to inspect the Licensee’s facilities and audit the Licensee’s records relating to the Licensee’s activities hereunder in order to verify that the Licensee has paid the correct amounts owed to the Licensor under this Agreement and otherwise complied with the terms of this Agreement. In the event any underpayment greater than Five Percent (5%) of the license fees already received is revealed in the course of the audit, then the Licensee shall promptly pay for the cost of the audit during which the error was discovered as well as the relevant shortfall.
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.
