Records and Audits. The Contractor 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. Merck will maintain (and will cause its Affiliates or Sublicensees to maintain) accurate books and records of accounting to document the sales of Products and the calculation of royalties payable to Ra 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 Ra, be made reasonably available for inspection by an internationally recognized firm of independent certified public accountants (to be selected by Ra and reasonably acceptable to Merck) as reasonably necessary to verify the accuracy of royalty reports for the relevant period. Access to such books and records will 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 once per calendar year. The auditors will, upon request, enter into a confidentiality agreement as reasonably requested by Merck. The auditors will be permitted to disclose to Ra only whether the royalty reports are correct or incorrect, and the details and amounts of any discrepancies. The auditors will also provide to Merck, upon request, a copy of any audit reports and findings that are provided to Ra as a result of such inspection. If the auditors correctly identify any underpayments or overpayments, the amount of any underpayments will be paid to Ra by Merck within [ *** ] days of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to Ra in subsequent periods. Ra will be solely responsible for the costs and expenses of any such audit inspections, provided, however, that if such audit uncovers an underpayment of royalties by Merck that exceeds the greater of [ *** ] dollars ($US [ *** ]) and [ *** ] percent ([ *** ] %) of the total royalties owed for a calendar year, then Merck will reimburse Ra for the reasonable documented audit fees expenses charged by the auditors for such audit inspection. For clarity, upon the expiration of [ *** ] following the end of any calendar year, absent willful misconduct or fraud by Merck or any of its Affiliates or Sublicensees, the calculation of royalties payable to Ra under this Agreement with respect to such calendar year will become binding and conclusive upon the parties and their Affiliates, and Merck (and its Affiliates and Sublicensees) and Ra and its Affiliates will be released from any liability or accountability with respect t...
Records and Audits. (a) Erasca will keep, and will require its Sublicensees to keep, complete and accurate records of the underlying revenue, expense and other data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding six (6) calendar years. Erasca will require its Sublicensees to provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Erasca’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records in the possession of Erasca and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of confidentiality, for the sole purpose of verifying the basis and accuracy of payments made under Article 3 (Fees, Royalties and Payments) within the seventy-two (72) month period preceding the date of the request for review. Erasca will receive a copy of each such report concurrently with receipt by Katmai. Should such inspection lead to the discovery of a discrepancy to Katmai’s detriment, Erasca will, within thirty (30) days after receipt of such report from the accounting firm, pay the amount of the discrepancy together with interest at the rate set forth in Section 3.5 (Late Payments). Katmai will pay the full cost of the review unless the underpayment of amounts due to Katmai is greater than [***]percent ([***]%) of the amount due for any calendar year in the period being examined, in which case Erasca will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Erasca’s detriment, Erasca may credit the amount of the discrepancy, without interest, against future payments payable to Katmai under this Agreement, and if there are no such payments payable, then Katmai shall pay to Erasca the amount of the discrepancy, without interest, within forty-five (45) days...
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.
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. 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. The Contractor 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 final grant report is submitted by the City to HUD. The City of Joplin, the Department of Housing and Urban Development, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers and records of the Contractor which are directly pertinent to this specific contract, for the purpose of audits, examinations, and making excerpts and transcriptions.
Records and Audits. The Contractor shall make and keep as the same and accrue full and compete books, documents, accounting records and other evidence, that specifically relate to this Agreement, in accordance with generally accepted accounting principles. The Contractor shall retain such records, and shall make same available to SCS, upon reasonable request, during the term of this Agreement, and for a minimum period of three (3) full years after completion of the contract obligations or from the date of final payment under this Agreement, whichever is later. In the event any litigation, claim or audit is instituted prior to the expiration of the required three- year retention period, such records shall be retained until such litigation, claim or audit finding has been resolved. Copies of said records shall be furnished to SCS upon request. Upon reasonable notice, the Contractor shall permit SCS, any other governmental entity, any agency participating in the funding of this Agreement, or any of their duly authorized representatives, to enter the Contractor’s offices, during regular business hours, to interview employees and to inspect and/or copy said records and books of accounts together with any and all documents pertaining hereto that may be kept, maintained or possessed by the Contractor. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. Subject to Funding. This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS reserves the right to terminate this Agreement upon written notice to the Contractor. Said termination shall not be deemed a breach of this Agreement by SCS. Upon receipt of written notice, the Contractor shall cease all work associated with this Agreement. In the event of termination, the Contractor shall be entitled to compensation for all satisfactory and authorized Services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee and a suit to enforce this agreement, if any, must be brought in an appropriate court of jurisdiction of Shelby County, Tennessee.
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 Owner to assure proper accounting for all project funds, both Federal and non-Federal shares. These records will be made available for audit purposes to the Owner or any authorized representative, and will be retained for five years after the expiration of this Contract unless permission to destroy them is granted by the Owner.
Records and Audits. The Parties shall keep complete and accurate records of payments required under this Agreement for a period of [*] after the end of the calendar year in which any such payment was due. Each Party will have the right, [*] annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to the other Party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of such other Party and its Affiliates and their Sublicensees upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under this Agreement for the period under audit. No calendar year will be subject to audit under this Section 7.7 more than once. The audited Party will receive a copy of each such report concurrently with receipt by the auditing Party, and such accounting firm shall report to the Parties whether or not such calculations are correct and the amount of any discrepancy. Each Party agrees to treat the results of any such review of the audited Party’s and its Affiliates’ records under this Section 7.7 as Confidential Information of the audited Party and subject to the terms of Article 12. Should such inspection lead to the discovery of a discrepancy to either EnteraBio’s or Amgen’s detriment, the other Party will promptly pay EnteraBio or Amgen, as applicable, any undisputed amount of the discrepancy together with interest at the rate set forth in Section 7.8. If an audit reveals an underpayment of more than the greater of [*] of the amount that should have been paid to EnteraBio during the audited period, Amgen shall bear the full expenses of the audit.
