Records and Verification Sample Clauses

Records and Verification. The Supplier shall maintain in accordance with the following provisions, records and verifications of its activities as follows:
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Records and Verification. 8.1 JD Affiliates shall maintain accurate records and books of all relevant financial transactions relating to the sale or disposal in each Territory of goods on or in connection with which any of the Trade Marks, Formulation Rights and/or Technical Specifications are to be used in that Territory. Such records shall be available for inspection by authorised representatives appointed by Licensor (to whose appointment JohnsonDiversey consents in writing, such consent not to be unreasonably withheld or delayed) during Working Hours on reasonable prior notice and subject to reasonable confidentiality obligations imposed by JohnsonDiversey. Such representatives shall review such records and report to Licensor only on any discrepancies between the information in such records and the information reported to Licensor or amounts paid to Unilever Affiliates (in each case pursuant to this Agreement). The costs of such inspection shall be borne by Licensor unless such inspection reveals a deficiency of more than 10% against the reported amount, in which event the out-of-pocket costs shall be borne by JohnsonDiversey. If any inspection conducted by Licensor discovers any error resulting in an underpayment to Unilever Affiliates, then the relevant Unilever Affiliate shall be entitled to invoice the relevant JD Affiliate for such amount, together with interest thereon in accordance with the provisions of Clause 6 (as if such amount had been paid late and demanded) and the relevant JD Affiliate shall pay such amount within 10 days of receipt of such invoice. If any inspection conducted by Licensor discovers any error resulting in an overpayment to Unilever Affiliates, the relevant JD Affiliate shall be entitled to withhold from the next Royalty payment due to the relevant Unilever Affiliate an amount equal to (a) such amount, together with (b) interest thereon in accordance with the provisions of Clause 6 (as if such amount had been paid late and demanded), less (c) half of the out-of-pocket costs of that inspection.
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Records and Verification. You must keep complete and accurate records regarding your use of the Platform, and you may not delete or obscure any information regarding the use of the Platform that is generated by the Platform. On Infocyte’s request, you will provide reasonable information to evidence your use of the Services in compliance with this XXXX and each Order, certified as “true, complete and correct”. In addition, subject to your applicable security requirements, Infocyte may perform an audit of your records, either onsite, or by means of remote access, on ten days advance written notice, provided that the audit must be conducted during normal business hours and may not unreasonably interfere with your normal business operations.
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Records and Verification. 8.1 The Recipient shall keep proper books and records of the Grant received and of all expenditures made using the Grant relating to the period of this Agreement. The Recipient shall retain these books and records for a period of three (3) years following the end of the Agreement Period.
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Records and Verification. Ordering Activity must keep complete and accurate records regarding Ordering Activity’s use of the Platform, and Ordering Activity may not delete or obscure any information regarding the use of the Platform that is generated by the Platform. On Infocyte’s request, Ordering Activity will provide reasonable information to evidence Ordering Activity’s use of the Services in compliance with this XXXX and each Order, certified as “true, complete and correct” by Ordering Activity’s chief financial officer. In addition, Infocyte may perform an audit of Ordering Activity’s records, either onsite, or by means of remote access, on ten days advance written notice, provided that the audit must be conducted during normal business hours and may not unreasonably interfere with Ordering Activity’s normal business operations. Such audit shall also be in accordance with the applicable Government security requirements.
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Records and Verification. You must keep complete and accurate records regarding your use of the Platform, and you may not delete or obscure any information regarding the use of the Platform that is generated by the Platform. On Infocyte’s request, you will provide reasonable information to evidence your use of the Platform and the Services in compliance with this MSPA and each Order, certified as “true, complete and correct” by your highest financial officer. In addition, Infocyte may perform an audit of your records, either onsite, or by means of remote access, on ten (10) days’ prior written notice, provided that the audit must be conducted during normal business hours and may not unreasonably interfere with your normal business operations. Infocyte (i) may not audit your records more than often once every twelve (12) months and (ii) Infocyte shall be responsible for the fees associated with any such audit, unless, in either case, the previous audit revealed that you were not in compliance with the Agreement or the applicable Third-Party License.
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Records and Verification. Each handler shall keep records which will clearly show the details of his or her receipts of almonds, withholdings, sales, shipments, inven- tories, reserve disposition, advertising and promotion activities, as well as other pertinent information regarding his or her operation pursuant to the provisions of this part: Provided, that, such records shall be kept in the State of California. Such records shall be re- tained by the handler for 2 years after the end of the crop year to which they apply. Each handler’s premises shall be accessible to authorized representa- tives of the Board and the Secretary for examination and audit of the afore- said records and for inspection and ob- servation of almonds. The Board shall make such checks of almonds or audits of each handler’s records as it deems appropriate or are requested by the Secretary to insure that accurate in- formation as required in this part is being furnished by handlers. [35 FR 11372, July 16, 1970, as amended at 37 FR 3984, Feb. 25, 1972; 61 FR 32921, June 26, 1996]
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Records and Verification. The Enterprise xSP agrees to maintain complete and accurate records of its activities under this Agreement, including, without limitation, usage, and location of Licensed Software. Once annually, Symantec may verify Enterprise xSP’s compliance with this Agreement by reviewing (upon five (5) business days’ prior written notice) Enterprise xSP’s use and deployment of the Licensed Software. Either Symantec or an independent public accounting firm reasonably acceptable to both parties shall perform the audit during Enterprise xSP’s regular business hours with minimal disruption to Enterprise xSP’s ongoing business operations. Any nondisclosure agreement Enterprise xSP may require the independent public accounting firm to execute shall not prevent disclosure of the audit results to Symantec. Enterprise xSP shall pay Symantec for any unauthorized deployments of Symantec products disclosed by the audit. License fees for such overdeployments will be invoiced to and paid by Enterprise xSP at the undiscounted license list price in effect as of the audit completion date (“List Price”), unless otherwise mutually agreed. Symantec shall bear the costs of the audit, unless the audit discovers that the List Price value of non-compliant Symantec software deployment exceeds five (5%) percent of the total List Price value of Licensed Software paid for by Enterprise xSP, in which case, Enterprise xSP shall pay the reasonable costs of the audit. All audits shall be subject to Enterprise xSP’s reasonable safety and security policies and procedures.
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Records and Verification 
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Related to Records and Verification

  • Inspection and Verification The Secured Parties and such persons as the Secured Parties may reasonably designate shall have the right to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantor’s affairs with the officers of the Grantor and its independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including, in the case of collateral in the possession of any third Person, by contacting any account debtor or third Person possessing such Collateral for the purpose of making such a verification. Out-of-pocket expenses in connection with any inspections by representatives of the Secured Parties shall be (a) the obligations of the Grantor with respect to any inspection after the Secured Parties’ demand payment of the Notes or (b) the obligation of the Secured Parties in any other case.

  • Records and Inspection The LLC shall maintain at its place of business the Articles of Organization, any amendments thereto, this Agreement, and all other LLC records required to be kept by the Act, and the same shall be subject to inspection and copying at the reasonable request, and the expense, of any Member.

  • Access to Records and Documents It shall permit the Administrative Agent (or, if Independent Accountants are not engaged by the Collateral Manager or the Borrower, Protiviti, Inc. or another nationally recognized audit firm selected by the Administrative Agent with prior notice to the Borrower and subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours, but, so long as no Event of Default has occurred and is continuing, no more than one (1) time per calendar year, visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business, financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents, in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default has occurred and is continuing, the Borrower shall be responsible for all costs and expenses for only one such visit per fiscal year by the Administrative Agent or its respective designees; provided, further, that an officer or employee of the Collateral Manager shall have the opportunity to be present at any discussion between the Administrative Agent, any Lender or any other Person designated by the Administrative Agent, on the one hand, and the Collateral Manager’s accountants, on the other hand. The Administrative Agent shall provide two (2) Business Days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Any such visit and inspection shall be made simultaneously with any visit and inspection pursuant to Section 5.01(e).

  • Access to Records; Copies The Assuming Bank agrees to permit the Receiver and the Corporation access to all Records of which the Assuming Bank has custody, and to use, inspect, make extracts from or request copies of any such Records in the manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any Record in the form of microfilm or microfiche pertaining to Deposit account relationships; provided, that in the event that the Failed Bank maintained one or more duplicate copies of such microfilm or microfiche Records, the Assuming Bank hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation, and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation under this Article VI as soon as practicable on or after the date of this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to the extent applicable, as determined by the Receiver) for providing such duplicate Records. A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof.

  • Records; Audits Merck will keep, and will cause each of the other Selling Parties, as applicable, to keep, and Moderna will keep, adequate books and records of accounting for the purpose of calculating all royalties and other amounts payable by either Party to the other Party hereunder and ensuring each Party’s compliance hereunder. For the [***] following the end of the Calendar Year to which each will pertain, such books and records of accounting (including those of its Affiliates, as applicable) will be kept at each of their principal place of business. At the request of either Party, the other Party will permit (and procure its Affiliates, to permit) an independent certified public accounting firm of internationally recognized standing selected by the auditing Party and reasonably acceptable to the other Party to have access during normal business hours to such of the records as may be reasonably necessary to verify the accuracy of the payments [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED due hereunder for any Calendar Year ending not more than [***] following the end of any Calendar Year. Such examinations may not be conducted more than once in any Calendar Year or be repeated for any Calendar Year. The accounting firm shall disclose to the auditing Party only whether the reports are correct or incorrect and the amount of any discrepancy. No other Confidential Information shall be provided. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by the auditing Party, provided that if the underpayment or overcharge exceeds [***], the audited Party shall pay the fees. Upon the expiration of [***] following the end of any Calendar Year, absent willful misconduct or fraud by a Party (its Affiliates, as applicable) the calculation of amounts payable with respect to such Calendar Year shall be binding and conclusive upon the Parties, and the Parties shall be released from any liability or accountability with respect to amounts payable for such Calendar Year. The auditing Party shall treat all financial information subject to review under this Section 8.6(c) in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party obligating it to retain all such Confidential Information in confidence pursuant to such confidentiality agreement.

  • Access to Records after Closing (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of Seller with respect to the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select.

  • Books and Records; Inspection and Examination The Borrower will keep accurate books of record and account for itself pertaining to the Collateral and pertaining to the Borrower's business and financial condition and such other matters as the Lender may from time to time request in which true and complete entries will be made in accordance with GAAP and, upon the Lender's request, will permit any officer, employee, attorney or accountant for the Lender to audit, review, make extracts from or copy any and all corporate and financial books and records of the Borrower at all times during ordinary business hours, to send and discuss with account debtors and other obligors requests for verification of amounts owed to the Borrower, and to discuss the Borrower's affairs with any of its directors, officers, employees or agents. The Borrower will permit the Lender, or its employees, accountants, attorneys or agents, to examine and inspect any Collateral, other collateral covered by the Security Documents or any other property of the Borrower at any time during ordinary business hours.

  • Books, Records and Inspections The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

  • Records and Documents Upon the return of the Aircraft, Lessee shall deliver to Lessor (i) all logs, manuals and data, and inspection, modification, overhaul and other records, related to the Aircraft, including, without limitation, those required to be maintained with respect thereto under applicable rules and regulations of the FAA, together with a detailed description of the Maintenance Program then applied to the Aircraft and shall provide Lessor and its designees access to the Maintenance Program which is sufficient for a Person to maintain the Aircraft under an FAA approved maintenance program after the Term or to transition maintenance to another program, including, without limitation, another registry, or, in the event an Event of Default shall have occurred, to continue to maintain the Aircraft under the Maintenance Program, in each case as Lessor may reasonably request, and all documentation with respect to the Aircraft set forth on Exhibit B or otherwise delivered to Lessee at delivery thereof, and (ii) all records necessary or required by the FAA to certify and place the Aircraft on an FAA or other country's, as the case may be, approved maintenance program. All of the foregoing shall, at Lessee's expense, be up-to-date and in the latest revision status as of the last day of the Term, including, without limitation, all software and other electronically-held materials which have been supplied by or on behalf of -93- 95 Manufacturer, Manufacturer's Subsidiary or Original Head Lessee, which must be updated to the latest revision status as of the last day of the Term within such software base and all data therein or pertaining thereto shall be deemed property of Lessor and shall be delivered to Lessor. If hard, i.e., non-computerized, copies of English language maintenance records are not available, then Lessee shall cause the appropriate action to be taken with the pertinent regulatory agencies to ensure that Lessor and the FAA are provided with all requested necessary and proper guarantees of methods of compliance, component overhaul and management, scheduling, quality control, serial number verification, etc. These records shall be all inclusive to the Aircraft, Airframe, Engines, components, rotables, and assemblies and, as a minimum, extend to include all activities associated with each of the last completed maintenance checks, repairs, scheduled inspections and functional tests, and overhauls performed under Lessee's Maintenance Program. All components and assemblies identified with safe life limits shall be identified with their service histories, accumulated cycles or flight hours as applicable and remaining service lives on a separate listing. All components and assemblies which are identified on the maintenance records by part numbers and serial numbers other than the manufacturer's shall be provided with interchange or cross reference listing necessary to establish complete traceability. All documentation, flight, and maintenance records as specified by United States Federal Aviation Regulations 91.173, 91.174, and each paragraph of regulation 121.380 which normally accompany the transfer of an aircraft which has been operating in regulated commercial air service, shall be delivered to Lessor with the Aircraft. Any documents or records required to be delivered hereunder shall be in English.

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