Work Papers and Auditor Personnel Sample Clauses

Work Papers and Auditor Personnel. Except to the extent otherwise contemplated by the Ancillary Agreements and subject to Section 6.3, AquaMed shall authorize and request its auditors to make reasonably available to Alliqua’s auditors both the personnel who performed (if such personnel are still employees of AquaMed) or are performing the annual audits of AquaMed’s financial statements and copies of work papers related to the annual audits (subject to the execution of any reasonable and customary access letters that AquaMed’s auditors may require in connection with the review of such work papers by Alliqua’s auditors), in all cases within a reasonable time prior to Alliqua’s auditors’ opinion date, to the extent practicable, so that Alliqua’s auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the AquaMed’s auditors as it relates to Alliqua’s auditors’ report on Alliqua’s financial statements, all within sufficient time to enable Alliqua to timely file its annual audited financial statements with the SEC. Except to the extent otherwise contemplated by the Ancillary Agreements and subject to Section 6.3, Alliqua shall authorize and request its auditors to make reasonably available to Aquamed’s auditors both the personnel who performed (if such personnel are still employees of Alliqua or its successor) or are performing the annual audits of Alliqua’s financial statements and copies of work papers related to the annual audits (subject to the execution of any reasonable and customary access letters that Alliqua’s auditors may require in connection with the review of such work papers by AquaMed’s auditors), in all cases within a reasonable time prior to AquaMed’s auditors’ opinion date, to the extent practicable, so that AquaMed’s auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Alliqua’s auditors as it relates to AquaMed’s auditors’ report on AquaMed’s financial statements, all within sufficient time to enable AquaMed to timely file its annual audited financial statements with the SEC.
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Work Papers and Auditor Personnel. Except to the extent otherwise contemplated by the Ancillary Agreements and subject to Section 6.3, AgeX shall authorize and request its auditors to make reasonably available to BioTime’s auditors both the personnel who performed or are performing the annual audits of AgeX’s financial statements and work papers related to the annual audits (subject to the execution of any reasonable and customary access letters that AgeX’s auditors may require in connection with the review of such work papers by BioTime’s auditors), in all cases within a reasonable time prior to BioTime’s auditors’ opinion date, so that the BioTime’s auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the AgeX’s auditors as it relates to BioTime’s auditors’ report on BioTime’s financial statements, all within sufficient time to enable BioTime to meet its timetable for the filing of its annual audited financial statements with the SEC. BioTime shall authorize and request its auditors to make reasonably available to AgeX’s auditors personnel and work papers to the same extent as AgeX is obligated to make its auditor’s personnel and work papers available to BioTime’s auditors, to permit AgeX to timely file its annual audited financial statements with the SEC. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Related to Work Papers and Auditor Personnel

  • Inspections and Audits Permit the Administrative Agent to make or cause to be made (prior to an Event of Default, at the Lenders’ expense and after the occurrence of and during the continuance of an Event of Default, at the Borrower’s expense), inspections and audits of any books, records and papers of the Borrower or any Subsidiary and to make extracts therefrom and copies thereof, or to make appraisals, inspections and examinations of any properties and facilities of the Borrower or any Subsidiary, on reasonable notice, at all such reasonable times and as often as any Lender may reasonably require, in order to assure that the Borrower is and will be in compliance with its obligations under the Loan Documents or to evaluate the investment in the then Aggregate Exposures. Notwithstanding the foregoing, the Borrower agrees that the Administrative Agent shall be permitted to conduct or cause to be conducted an annual field audit at the Borrower’s expense.

  • Sub-Adviser Review of Materials Upon the Adviser’s request, the Sub-Adviser shall review and comment upon selected portions, relating to the Sub-Adviser and/or Strategy (including the Allocated Portion), of the Registration Statement, other offering documents and ancillary sales and marketing materials prepared by the Adviser for the Fund, and participate, at the reasonable request of the Adviser and as agreed to by the Sub-Adviser, in educational meetings with placement agents and other intermediaries about portfolio management and investment-related matters of the Fund. The Sub-Adviser will promptly inform the Fund and the Adviser if any information in the Registration Statement is (or will become) inaccurate or incomplete.

  • Records and Audit Arcadia, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited period.

  • Reports and Audits The Company shall as soon as practicable but in no event later than six months after the end of each of its fiscal years, file with the Trustee and the Issuer, audited financial statements of the Company prepared as of the end of such fiscal year; provided that the Company may satisfy this requirement by its filing of such information with the Securities and Exchange Commission (xxx.xxx.xxx) and the Municipal Securities Rulemaking Board (xxx.xxxx.xxxx.xxx) in accordance with their respective filing requirements.

  • Records and Audits During the License Term and for a period of three (3) years thereafter, the Parties shall keep complete and accurate records in accordance with GAAP or IAS (as applicable) pertaining to the costs related to development, manufacture, sale or other disposition of Licensed Products hereunder for the preceding three (3) years. Each Party shall have the right to cause an independent, certified public accountant and associated with an independent accounting firm reasonably acceptable to the other Party to audit such records to confirm Actual Costs, Average Minimum Price Net Sales (in this case including an audit of each of the deductions taken in calculating Net Sales), royalties and other payments for a period covering not more than the preceding three (3) years. Such audits may be exercised during normal business hours upon reasonable prior written notice to the audited Party. The accounting firm shall enter into appropriate obligations of confidence with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to the auditing Party only whether audited reports of costs or royalties are correct and details concerning any discrepancies, but no other information shall be disclosed to the auditing Party. Prompt adjustments shall be made by the Parties to reflect the results of such audit. The initiating Party shall bear the full cost of such audit unless such audit discloses a variance of more than *** percent (***%) from the amount of Actual Costs, Net Sales or royalties or other payments due to the auditing Party under this Agreement, in which event the audited Party shall bear the full cost of such audit. If any such audit reveals any underpayment or overpayment, the Parties shall promptly reconcile any such underpayment or overpayment. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

  • Books Records Reports and Bank Accounts 8.1 Maintenance of Books 45 8.2 Reports 46 8.3 Information Rights 46 8.4 Bank Accounts 46 8.5 Fiscal Year 46

  • Additional Accounting Services Ultimus shall also perform the following additional accounting services for each Portfolio:

  • Shareholder Records, Reports and Services (1) The Transfer Agent shall maintain all shareholder accounts, which shall contain all required tax, legally imposed and regulatory information; shall provide shareholders, and file with federal and state agencies, all required tax and other reports pertaining to shareholder accounts; shall prepare shareholder mailing lists; shall cause to be printed and mailed all required prospectuses, annual reports, semiannual reports, statements of additional information (upon request), proxies and other mailings to shareholders; and shall cause proxies to be tabulated.

  • Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information By becoming a party to this Agreement, each Lender:

  • Books and Records; Inspection and Audit Rights Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

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