Second Audit Sample Clauses

Second Audit. Beginning within sixty (60) days after the Cutoff Date, Axxx and Axxx Affiliates shall permit an Independent Accountant to have access during normal business hours, at Axxx and any Axxx Affiliate’s premises, to such of the records of Axxx and Axxx Affiliates as may be reasonably necessary to verify the accuracy of the infringement fee payment set forth in Section 4(b)(i) and applicable interest in Section 4(b)(ii) (the “Second Audit”), and Axxx shall be required to pay any under-payment under this Section 4(a)(iii) notwithstanding the terms of this TDS Agreement or the Settlement Agreement (including any release thereunder). The Parties acknowledge and agree that Axxx shall be required to pay any initial under-payment under this Section 4(a)(iii) (the “Future Infringement Under-Payment”) in full, plus interest at the Higher Rate (calculated on a compound basis with a monthly compounding period from the date in the middle of the month in which the Sale was made until the date payment is made), and not the Applicable Rate, and failure by Axxx to pay the Future Infringement Under-Payment, plus such interest at the Higher Rate, in full within forty-five (45) days following notice thereof shall constitute a material breach of this TDS Agreement by Axxx. For clarity, only one rate of interest shall apply to any Sale of the Harmony System or Aria System, or any portion of Fee-Bearing Net Sales, not initially reported by Axxx that gives rise to or results in the Past Infringement Under-Payment, which rate of interest shall be equal to the Higher Rate as determined above and not the Applicable Rate. The fees and expenses charged by such Independent Accountant for the Second Audit shall be paid by Axxx.
Sample 1
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Second Audit. LESSEE shall have the right to conduct an audit of the TI Cost incurred by the LESSOR and paid out of the Tenant Improvement Allowance with respect to the Tenant Improvements, other than the Initial Tenant Improvements, in accordance with the following:
Sample 1
Second Audit. Section 14.3(b) Secured Areas........................................................................Section 17.2
Sample 1

Related to Second Audit

  • INSPECTIONS AND AUDITS 2 A. ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative 3 of the State of California, the Secretary of the United States Department of Health and Human Services, 4 the Comptroller General of the United States, or any other of their authorized representatives, shall have 5 access to any books, documents, and records, including but not limited to, financial statements, general 6 ledgers, relevant accounting systems, medical and client records, of CONTRACTOR that are directly 7 pertinent to this Agreement, for the purpose of responding to a beneficiary complaint or conducting an 8 audit, review, evaluation, or examination, or making transcripts during the periods of retention set forth 9 in the Records Management and Maintenance Paragraph of this Agreement. Such persons may at all 10 reasonable times inspect or otherwise evaluate the services provided pursuant to this Agreement, and the 11 premises in which they are provided.

  • INSPECTION AND AUDIT The CONTRACTOR shall maintain, and the LEA shall have the right to examine and audit all of the books, records, documents, accounting procedures and practices and other evidence that reflect all costs claimed to have been incurred or fees claimed to have been earned under this Agreement. CONTRACTOR shall provide access to LEA to all records including, but not limited to: student records as defined by California Education Code section 49061(b); registers and roll books of teachers; daily service logs and notes or other documents used to record the provision of related services; Medi-Cal/daily service logs and notes used to record provision of services provided by instructional assistants, behavior intervention aides, bus aides, and supervisors; absence verification records (parent/doctor notes, telephone logs, and related documents); bus rosters; staff lists specifying credentials held, business licenses held, documents evidencing other qualifications, social security numbers, dates of hire, and dates of termination; staff time sheets; non-paid staff and volunteer sign-in sheets; transportation and other related service subcontracts; school calendars; bell/class schedules when applicable; liability and worker’s compensation insurance policies; state NPS/A certifications; by-laws; lists of current board of directors/trustees, if incorporated; other documents evidencing financial expenditures; federal/state payroll quarterly reports Form 941/DE3DP; and bank statements and canceled checks or facsimile thereof. Such access shall include unannounced inspections by XXX. CONTRACTOR shall make available to LEA all budgetary information including operating budgets submitted by CONTRACTOR to LEA for the relevant contract period being audited. CONTRACTOR shall make all records available at the office of LEA or CONTRACTOR’s offices (to be specified by XXX) at all reasonable times and without charge. All records shall be provided to LEA within five (5) working days of a written request from XXX. CONTRACTOR shall, at no cost to LEA, provide assistance for such examination or audit. XXX’s rights under this section shall also include access to CONTRACTOR’s offices for purposes of interviewing CONTRACTOR’s employees. If any document or evidence is stored in an electronic form, a hard copy shall be made available to the LEA, unless the LEA agrees to the use of the electronic format. CONTRACTOR shall obtain from its subcontractors and suppliers written agreements to the requirements of this section and shall provide a copy of such agreements to LEA upon request by XXX. If an inspection, review, or audit by XXX, a state agency, a federal agency, and/or an independent agency/firm determines that CONTRACTOR owes LEA monies as a result of CONTRACTOR’s over billing or failure to perform, in whole or in part, any of its obligations under this Master Contract, LEA shall provide to CONTRACTOR written notice demanding payment from CONTRACTOR and specifying the basis or bases for such demand. Unless CONTRACTOR and XXX otherwise agree in writing, CONTRACTOR shall pay to LEA the full amount owed as result of CONTRACTOR’s over billing and/or failure to perform, in whole or in part, any of its obligations under this Master Contract, as determined by an inspection, review, or audit by XXX, a state agency, a federal agency, and/or an independent agency/firm. CONTRACTOR shall make such payment to LEA within thirty (30) days of receipt of XXX’s written notice demanding payment.

  • Right of Review and Audit Upon request by the EA, Contractor shall provide the EA with copies of its policies and related procedures that pertain to the protection of PII. It may be made available in a form that does not violate Contractor’s own information security policies, confidentiality obligations, and applicable laws. In addition, Contractor may be required to undergo an audit of its privacy and security safeguards, measures and controls as it pertains to alignment with the requirements of New York State laws and regulations, the EA’s policies applicable to Contractor, and alignment with the NIST Cybersecurity Framework performed by an independent third party at Contractor’s expense, and provide the audit report to the EA. Contractor may provide the EA with a recent industry standard independent audit report on Contractor’s privacy and security practices as an alternative to undergoing an audit.

  • Accounts and Audit 20.1. The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

  • Checks and Audits The parties of the agreement undertake to provide any detailed information requested by the European Commission, the National Agency of [country] or by any other outside body authorised by the European Commission or the National Agency of [country] to check that the mobility period and the provisions of the agreement are being properly implemented.

  • Monitoring and Audit Seller shall provide information on available audit logs and reports relating to cyber and physical and security. Company may audit Seller's records to ensure Seller's compliance with the terms of this Section 1(b)(iii)G (Critical Infrastructure Protection) of this Attachment B (Facility Owned by Seller), provided that Company has provided reasonable notice to Seller and any such records of Seller's will be treated by Company as confidential.

  • Access and Audit 16.1 The Supplier shall keep accurate and systematic accounts, files and records ("the Records"). The Records shall clearly identify, among other things, the basis upon which invoices have been calculated and the Supplier shall keep the Records throughout the duration of this Contract and for six years following its termination.

  • SAO AUDIT A. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. The acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit.

  • Field Audits The Borrower shall permit the Bank to inspect the Inventory, other Tangible Assets and/or other business operations of the Borrower and each Subsidiary, to perform appraisals of the Equipment of the Borrower and each Subsidiary, and to inspect, audit, check and make copies of, and extracts from, the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other Collateral, the results of which must be satisfactory to the Bank in the Bank’s sole and absolute discretion. All such inspections or audits by the Bank shall be at the Borrower’s sole expense, provided, however, that so long as no Event of Default or Unmatured Event of Default exists, the Borrower shall not be required to reimburse the Bank for inspections or audits more frequently than once each fiscal year.

  • Records and Audit/Inspections 6.13.1 A-E shall keep an accurate record of time expended by A-E and/or consultants employed by A-E in the performance of this CONTRACT.

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