Common use of Records and Audit Rights Clause in Contracts

Records and Audit Rights. Licensee shall keep, and cause its Sublicensees to keep, complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable to Mount Sinai hereunder. Copies of all such records and books shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which the applicable report was submitted to Mount Sinai. Such books and the supporting data shall be open to inspection by Mount Sinai, its contractors or agents at all reasonable times for a term of five (5) years following the end of the Calendar Year to which they pertain, for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount Sinai, its contractors or agents upon not less than seven (7) days written notice to Licensee or its Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar ($5,000) discrepancy in reporting to Mount Sinai’s detriment (whichever is greater), Licensee agrees to pay the full cost of such inspection. Whenever Licensee or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai hereunder, Licensee and/or its Sublicensee, as applicable, will, within thirty (30) days of the conclusion of such audit, provide Mount Sinai with a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai over the time period audited as determined from the books and records of such Entity, together with the payment of any outstanding amounts due to Mount Sinai. For clarity, any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s report.

Records and Audit Rights. Licensee shall keep, and cause its Affiliates and Sublicensees to keep, complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable to Mount Sinai Licensor hereunder. Copies of all such records and books shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which the applicable report was submitted to Mount SinaiLicensor. Such books and the supporting data shall be open to inspection by Mount SinaiLicensor, its contractors or agents at all reasonable times for a term of five (5) years following the end of the Calendar Year to which they pertain, for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount SinaiLicensor, its contractors or agents upon not less than seven (7) calendar days written notice to Licensee Licensee, its Affiliate, or its Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar Five Thousand dollars ($5,000) discrepancy in reporting to Mount SinaiLicensor’s detriment (whichever is greater), Licensee agrees to pay the full cost of such inspection. Whenever Licensee Licensee, its Affiliate, or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai Licensor hereunder, Licensee and/or Licensee, its Affiliate, or Sublicensee, as applicable, will, within thirty (30) days of the conclusion of such audit, provide Mount Sinai Licensor with a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai Licensor over the time period audited as determined from the books and records of such Entity, together with the payment of any outstanding amounts due to Mount SinaiLicensor. For clarity, any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s report.​

Records and Audit Rights. Licensee shall keep, and cause its Affiliates and Sublicensees to keep, complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable due to Mount Sinai Licensor hereunder. Copies of all such records and books of Licensee and Affiliates, and copies of all records and books of Sublicensees available to Licensee, shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relatesbusiness. The Such records and books for each Quarter will shall be maintained for at least five (5) years [***] after the Calendar Year in for which the applicable report was submitted to Mount SinaiLicensor. Such records and books and the supporting data shall be open to available for inspection by Mount SinaiLicensor, its or contractors or agents at all reasonable times of Licensor reasonably acceptable to Licensee, as set forth below, for a term of five (5) years [***] following the end of the Calendar Year to for which they pertain, the applicable report was submitted for the purpose of verifying the accuracy of Licensee’s royalty statement or compliance in other respects with payment obligations under the terms of this Agreement. Such access will be available to Mount SinaiLicensor, its or contractors or agents of Licensor reasonably acceptable to Licensee, upon not less than seven (7) days [***] written notice to Licensee or its Sublicensee, as applicable, and not more often than twice each once in any Calendar Year during the Term and not more often than once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar ($5,000) discrepancy in reporting [***] underpayment to Mount Sinai’s detriment (whichever is greater)Licensor, Licensee agrees to pay the full cost of such inspection, not including administrative costs of Licensor. Whenever Licensee or its Sublicensee any Affiliate has its records and books and records audited by an independent certified public accountant with respect to any Quarter in for which amounts payments are payable due to Mount Sinai Licensor hereunder, Licensee and/or its Sublicensee, as applicable, willLicensee, within thirty (30) days [***] after Licensee’s receipt of the conclusion a final report of such audit, shall provide Mount Sinai Licensor with a written statement, certified by said auditorindependent certified public accountant, setting forth of the calculation accuracy of royalties, fees, and other payments due paid by Licensee to Mount Sinai over the time period audited Licensor as determined from the such records and books and records of and, if an underpayment is revealed by such Entityaudit, together with the payment of Licensee shall pay to Licensor any outstanding amounts amount due to Mount Sinai. For clarityLicensor including, any amounts shown to be owed pursuant to any audits conducted under this if applicable, interest on such underpayment in accordance with Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s report5.7.

Records and Audit Rights. Licensee shall keep, and cause its Sublicensees to keep, keep complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable to Mount Sinai hereunder. Copies of all such records and books shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which the applicable report was submitted to Mount Sinai. Such books and the supporting data shall be open to inspection by Mount Sinai, its contractors or agents at all reasonable times for a term of five (5) years following the end of the Calendar Year to which they pertain, for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount Sinai, its contractors or agents upon not less than seven (7) days written notice to Licensee or its Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar ($5,000) discrepancy in reporting to Mount Sinai’s detriment (whichever is greater), Licensee agrees to pay the full cost of such inspection. Whenever Licensee or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai hereunder, Licensee and/or its Sublicensee, as applicable, will, within thirty (30) days of the conclusion of such audit, provide Mount Sinai with a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai over the time period audited as determined from the books and records of such Entity, together with the payment of any outstanding amounts due to Mount Sinai. For clarity, any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s report.

Records and Audit Rights. Licensee shall keep, and cause its Affiliates and Sublicensees to keep, complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable to Mount Sinai Licensor hereunder. Copies of all such records and books shall be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which the applicable report was submitted to Mount SinaiLicensor. Such books and the supporting data shall be open to inspection by Mount SinaiLicensor, its contractors or agents at all reasonable times for a term of five (5) years following the end of the Calendar Year to which they pertain, for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount SinaiLicensor, its contractors or agents upon not less than seven (7) calendar days written notice to Licensee Licensee, its Affiliate, or its Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar Five Thousand dollars ($5,000) discrepancy in reporting to Mount SinaiLicensor’s detriment (whichever is greater), Licensee agrees to pay the full cost of such inspection. Whenever Licensee Licensee, its Affiliate, or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai Licensor hereunder, Licensee and/or Licensee, its Affiliate, or Sublicensee, as applicable, will, within thirty (30) days of the conclusion of such audit, provide Mount Sinai Licensor with a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai Licensor over the time period audited as determined from the books and records of such Entity, together with the payment of any outstanding amounts due to Mount Sinai. For clarity, any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s reportLicensor.

Records and Audit Rights. Licensee shall keepWhole Hemp agrees to accurately record all sales in accordance with generally accepted accounting practices, and cause its Sublicensees to keepmaintain sufficient original records which accurately summarize all transactions relating to the Gross Sales (including the sales of subsidiaries, completeother affiliates and joint venture partners). Original records shall include but not be limited to: sales documents, true invoices, cash receipts, payroll journals, accounts receivable, disbursement journals, bank statements, deposit slips, inventory records, purchase orders, receiving records, sales journals or daily sales reports, orders accepted by means of electronic, telephonic, video, computer or another electronic or other technology based system, state sales and accurate records use tax returns (and books containing all particulars that may be necessary for documentation used to prepare the purpose of showing the amounts payable to Mount Sinai hereunderreturns), and a complete general ledger. Copies of all such records and books Records shall be kept preserved (properly totaled) by Whole Hemp either (a) at Licensee’s principal place the Whole Hemp Farmlands or (b) at the home or regional offices of business or the principal place of business Whole Hemp (provided EWSD shall be notified in writing of the appropriate division address at which the records are maintained) and made available to EWSD at such location upon demand, for a period of Licensee to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) 3 years after the Calendar Year year in which the applicable report was submitted to Mount Sinai. Such books and the supporting data sales occurred (however, if any audit is begun by EWSD or if there is a dispute regarding Gross Sales, Whole Hemp’s records shall be open to inspection retained by Mount Sinai, its contractors or agents at all reasonable times for Whole Hemp until a term of five (5) years following the end final resolution of the Calendar Year audit or dispute). The receipt by EWSD of a statement of Gross Sales shall not constitute an admission of its correctness. EWSD shall be entitled, at EWSD’s expense, to which they pertain, for the purpose of verifying Licensee’s royalty statement or compliance in other respects with this Agreement. Such access will be available have at any time and from time to Mount Sinai, its contractors or agents upon not less than seven (7) days written notice to Licensee or its Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five percent (5%) or five thousand dollar ($5,000) discrepancy in reporting to Mount Sinai’s detriment (whichever is greater), Licensee agrees to pay the full cost of such inspection. Whenever Licensee or its Sublicensee has its books and records audited by time an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai hereunder, Licensee and/or its Sublicensee, as applicable, will, within thirty (30) days audit of the conclusion of such audit, provide Mount Sinai with Gross Sales made during any period covered by the annual statement and account and to recalculate the rental payable for that period. If there is a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai over the time period audited as determined from the books and records of such Entity, together with deficiency in the payment of Shared Revenues, the deficiency shall be immediately due and payable with interest at a rate equal to 3% in excess of the annual prime interest rate being charged at the time by XX Xxxxxx Xxxxx, or any outstanding amounts due successor thereto, accruing from the date when the payments should have been made until paid. If there is an overpayment by Whole Hemp, it shall be credited against future Shared Revenue payments due. If Gross Sales have been understated by more than 2% or Whole Hemp fails to Mount Sinairecord, maintain or make available the required sales supporting documentation, Whole Hemp shall be in default, and shall pay the cost of the audit and all other related costs and expenses. For clarityIf Whole Hemp is late furnishing EWSD any monthly Gross Sales statement, EWSD shall have the right, without notice, to conduct an audit at Whole Hemp’s sole cost. If Whole Hemp does not furnish the Gross Sales documentation referred to above or otherwise impedes EWSD’s audit of Gross Sales, EWSD shall be entitled, in addition to EWSD’s other rights and remedies, to estimate Whole Hemp’s annual Gross Sales as 125% of the Gross Sales for the preceding year, and xxxx Whole Hemp for any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will Shared Revenues which may be due immediately and payable by Licensee within sixty (60) days after receipt of based upon the auditor’s reportestimated Gross Sales. [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Records and Audit Rights. Licensee a. MSGI shall keep, and cause its Affiliates and Sublicensees to keep, complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable to Mount Sinai hereunder. Copies of all such records Records and books shall be kept at LicenseeMSGI’s principal place of business or the principal place of business of the appropriate division of Licensee MSGI to which this Agreement relates. The records for each Quarter will be maintained for at least five (5) years after the Calendar Year in which submission of the applicable report was submitted to Mount Sinaireport. Such books and the supporting data shall be open to inspection by Mount Sinai, its contractors or agents agents, upon at least thirty (30) days prior notice to MSGI, its Affiliate, or Sublicensee, as applicable, at all reasonable times terms for a term of five (5) years following the end of the Calendar Year to which they pertain, for the purpose of verifying LicenseeMSGI’s royalty statement or compliance in other respects with this Agreement. Such access will be available to Mount SinaiSinai on at least 45 days’ advance notice to MSGI, its contractors Affiliate, or agents upon not less than seven (7) days written notice to Licensee or its Sublicensee, as applicable, not no more than twice one audit of MSGI and each Calendar Year Affiliate, or Sublicensee shall be conducted in any 2 calendar years, during the Term normal business hours, and once per Calendar Year in any 2 calendar years for five (5) years after the expiration or termination of this Agreement. If any amounts due to Mount Sinai have been underpaid, then MSGI shall promptly pay to Mount Sinai the amount of such underpayment plus accrued interest of LIBOR plus 2% but never greater than 8% (or maximum allowed by law, if less). Should such inspection lead to the discovery of at least a five [***] percent (5[***]%) or five thousand dollar [***] Dollar ($5,000[***]) discrepancy in reporting to Mount Sinai’s detriment (whichever is greater), Licensee MSGI agrees to pay reimburse Mount Sinai for the full cost of such inspection. Whenever Licensee MSGI, its Affiliate, or its Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai hereunderaccountant, Licensee and/or MSGI, its Affiliate, or Sublicensee, as applicable, will, within thirty (30) days of the conclusion of such audit, provide Mount Sinai with a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai over the time period audited as determined from the books and records of such Entity, together with the payment of any outstanding amounts due to Mount Sinai. For clarity, any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s reportparty.

Records and Audit Rights. Licensee Company shall keep, and cause its Subsidiaries and Sublicensees to keep, complete, true and accurate records and books containing all particulars that may be necessary for the purpose of showing the amounts payable to Mount Sinai Flagship hereunder. Copies of all such records and books shall be kept at Licenseethe applicable Entity’s principal place of business or the principal place of business of the appropriate division of Licensee such Entity to which this Agreement relates. The records and books for each Quarter will be maintained for at least five [***] after CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (5I) years after NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED the Calendar Year in which the applicable report was submitted to Mount SinaiFlagship. Such records and books and the supporting data shall be open to inspection by Mount SinaiFlagship, its contractors or agents at all reasonable times for a term of five (5) years [***] following the end of the Calendar Year to which they pertain, for the purpose of verifying Licensee’s royalty statement the Bi-Annual Report or compliance in other respects with this Agreement. Such access will be available to Mount SinaiFlagship, its contractors or agents upon not less than seven (7) days [***] written notice to Licensee Company, or its Subsidiary or Sublicensee, as applicable, not more than twice each Calendar Year during the Term and once per Calendar Year after the expiration or termination of this Agreement. Should such inspection lead to the discovery of at least a five [***] percent (5[***]%) or five thousand [***] dollar ($5,000[***]) discrepancy in reporting to Mount SinaiFlagship’s detriment (whichever is greater), Licensee Company agrees to pay the full cost of such inspection[***]. Whenever Licensee Company, or its Subsidiary or Sublicensee has its books and records audited by an independent certified public accountant with respect to any Quarter in which amounts are payable to Mount Sinai Flagship hereunder, Licensee and/or Company, or its Subsidiary or Sublicensee, as applicable, will, within thirty (30) days [***] of the conclusion of such audit, provide Mount Sinai Flagship with a written statement, certified by said auditor, setting forth the calculation of royalties, fees, and other payments due to Mount Sinai Flagship over the time period audited as determined from the books and records of such Entity, together with the payment of any outstanding amounts due to Mount Sinai. For clarity, any amounts shown to be owed pursuant to any audits conducted under this Section but unpaid will be due immediately and payable by Licensee within sixty (60) days after receipt of the auditor’s reportFlagship.