Records and Audits Clause Samples

Records and Audits. (a) G▇▇▇▇▇▇ agrees to keep accurate records showing the amount of recovered Products produced by it from the Property. All Products produced from the Property shall be kept separate and distinct from minerals and/or mineral products produced by Grantor from properties other than the Property. (b) Holder shall have the right, upon reasonable advance written notice to Grantor and/or BHMC, no more than once per calendar year, to inspect and perform audits of all books, records, financial data, technical data, information and materials relevant to the production and stockpiling of Products, the calculation and payment of the Royalty (subject to Section 7.3(b)), and/or ensuring compliance with the obligations, covenants, conditions and agreements contained herein; provided that such inspections shall not unreasonably interfere with Grantor’s or BHMC’s activities with respect to the Property. (c) All books and records used by Grantor to calculate royalties due hereunder shall be kept in accordance with US GAAP. (d) If any such audit or inspection reveals the Royalty payments for any calendar year are underpaid by more than five percent (5%) or there has been a material breach of any obligation, covenant, condition or agreement contained herein, Grantor shall reimburse Holder for its costs incurred in such audit or inspection and the annual limitation on audit rights shall be suspended until a period of two years passes without any audit discrepancy or following the remedy of any such breach, as applicable. (e) Subject at all times to applicable work place rules and the supervision of Grantor, Holder and any Proposed Transferee of Holder shall be entitled to enter the mine workings and structures on the Real Property at reasonable times upon reasonable advance notice for inspection thereof, but Holder shall so enter at its own risk and shall indemnify and hold Grantor and its Affiliates harmless against and from any and all loss, costs, damage, liability and expense (including but not limited to reasonable attorneys’ fees and costs) by reason of injury or loss of life to H▇▇▇▇▇, such Proposed Transferee or their respective agents or representatives or damage to or destruction of any property of Holder, such Proposed Transferee or their respective agents or representatives while on the Real Property on or in such mine workings and structures, unless such injury, loss of life, damage, or destruction is a result, in whole or in part, of the negligence of Grantor.

Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.

Records and Audits. A. CONTRACTOR shall maintain a record for each item of tangible real or personal property of a value in excess of five hundred dollars ($500.00) acquired pursuant to this Contract. The records shall include the model number, serial number, legal description (if applicable), cost, invoice or receipt, and date acquired. B. CONTRACTOR shall maintain notes, business records, and working papers (collectively “records”) on file during the term of this Contract and for a period of not less than four (4) years following the expiration or termination of this Contract. COMMISSION may, at any time during CONTRACTOR’s business hours, and upon reasonable notice to CONTRACTOR, (i) conduct site visits to evaluate, audit, inspect and monitor CONTRACTOR’s facilities, program operations and the records maintained in connection with this Contract or (ii) audit and examine the records and require supporting documentation, such as employee timesheets and invoices, to substantiate CONTRACTOR’s invoices. COMMISSION may, upon seven (7) days’ advance written notice to CONTRACTOR, inspect and copy the records. The terms of this Section XXIV shall survive the expiration or termination of this Contract for four (4) years.

Records and Audits. Each Party (the “Audited Party”) will keep books and records in accordance with the applicable Accounting Standard in relation to this Agreement, including in relation to COGS, Gross Margin and Royalties, as applicable. The Audited Party will keep such books and records for [***] years following the Calendar Year to which they pertain. The other Party (the “Auditing Party”) may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”) that is reasonably acceptable to Audited Party to inspect the relevant records of the Audited Party and its Affiliates to verify COGS, Gross Margin or Royalties, as applicable, and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor will execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Audited Party and its Affiliates will make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The Auditor will review the records solely to verify the accuracy of COGS, Gross Margin or Royalties, as applicable, and compliance with the financial terms of this Agreement. Such inspection right will not be exercised more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, the Auditing Party will only be entitled to audit the books and records of the Audited Party from the [***] Calendar Years prior to the Calendar Year in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation or judicial order. The Auditor will provide its audit report and basis for any determination to the Audited Party at the time such report is provided to the Auditing Party. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by the Audited Party, the underpaid or overpaid amount will be settled promptly. The Auditing Party will pay for such inspections, as well as its expenses associated with enforcing its rights with r...

Records and Audits. Each Party shall keep, and shall cause its Affiliates and sublicensees to keep, records in accordance with Accounting Standards. Such records shall be kept for such period of time required by Applicable Laws. Each Party shall have the right, not more than once per Calendar Year, to have an internationally recognized independent accounting firm inspect the other Party’s records for the purpose of (a) in the case of Scribe, determining the accuracy of royalty payments or Development Costs payments paid to it by Sanofi, and (b) in the case of Sanofi, determining that any royalty payments payable by Scribe to the Regents in respect of sales of Licensed Products that are subject to an Adjusted Floor Notice have been duly paid. No period shall be audited more than once, and, in respect of any Calendar Year, each Party’s right to audit the records in respect of any period during such Calendar Year shall expire [*] after the end of such Calendar Year. The accounting firm selected shall keep confidential any information obtained during such inspection and shall report to the Parties only the amounts of Net Sales and royalties due and payable, and/bor paid, as applicable. Such audits may be exercised during normal business hours upon reasonable prior written notice to the other Party. If it is determined that (i) additional royalties are owed by Sanofi, Sanofi shall pay to Scribe the additional royalties within [*] of the date the accounting firm’s written report is received by Sanofi, or (ii) Sanofi has overpaid royalties, then, Sanofi may credit the amount of such overpayment against any payments payable to Scribe after the date on which the accounting firm’s report is received by Sanofi, or (iii) Scribe has not paid to the Regents any amount payable by Scribe to the Regents in respect of sales of Licensed Products, Sanofi may credit the amount of any such non-payment against any payments payable to Scribe after the date on which the accounting firm’s report is received by Sanofi. The fees charged by the accounting firm of such accountant shall be paid (x) in respect of an audit by Scribe pursuant to sub-clause (a) above, by Scribe unless any additional royalties owed exceed [*] of the royalties paid for the royalty period subject to the audit, in which case Sanofi shall pay the reasonable fees of such accounting firm, or (y) in respect of an audit by Sanofi pursuant to sub-clause (b) above, by Sanofi unless any non-payment is determined, in which case Scribe shal...

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Zai Lab will maintain (and will cause its Affiliates, licensees and/or sublicensees to maintain) accurate books and records of accounting to document the sales of Products and the calculation of royalties payable to GSK in the Territory. For a period of [*] following the end of the relevant calendar year, the relevant books and records will, upon written request by GSK, be made reasonably available for inspection by an internationally recognized firm of independent certified public accountants (to be selected by GSK and reasonably acceptable to Zai Lab) as reasonably necessary to verify the accuracy of royalty reports for the relevant period. Access to such books and records shall be during normal business hours and upon reasonable prior notice; provided that in no event will any such audits or inspections be conducted more frequently than [*]. The auditors will, upon request, enter into a confidentiality agreement as reasonably requested by Zai Lab. The auditors will be permitted to disclose to GSK whether the royalty reports are correct or incorrect, the details and amounts of any discrepancies, and the books and records as well as associated documentations that illustrate the discrepancies. The auditors will also provide to Zai Lab, upon request, a copy of any audit reports and findings that are provided to GSK as a result of such inspection. If the auditors correctly identify any underpayments or overpayments, the amount of any underpayments will be paid to GSK by Zai Lab within [*] days of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to GSK in subsequent periods. GSK will be solely responsible for the costs and expenses of any such audit inspections, except that in the event of an underpayment of aggregate royalties due and payable to GSK for a calendar year of more than [*] of the total amount properly due, Zai Lab will reimburse GSK for all the reasonable and documented audit fees expenses charged by the auditors for such audit inspection within [*] days after receipt of auditor’s report, and pay to GSK within [*] days after receipt of such report the deficiency not previously paid plus the interests calculated based on Section 4.6(d).

Records and Audits. The Consultant shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to the Contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds. These records will be made available for audit purposes to the City or any authorized representative and will be retained for three years after the expiration of this Contract.

Records and Audits. The Lessee must provide the Lessor and its agents and affiliates, including the Comptroller General of the United States, access to all books and records relating to the Premises and the Lessee’s use of the Premises under this Lease for the purpose of conducting audits to verify the Lessee’s compliance with the terms and conditions of this Lease for any of the five (5)