Audit Rights. The Recipient shall, at all reasonable times, provide the Director access to a right to inspect all sites and facilities involved in the Project and access to and a right to examine or audit any and all books, documents and records, financial or otherwise, relating to the Project or to ensure compliance with the provisions of this Agreement. The Recipient shall maintain all such books, documents and records for a period of three (3) years after the termination of this Agreement, and such shall be kept in a common file to facilitate audits and inspections. All disbursements made pursuant to the terms of this Agreement shall be subject to all audit requirements applicable to State funds. The Recipient shall ensure that a copy of any final report of audit prepared in connection with and specific to the Project, regardless of whether the report was prepared during the pendency of the Project or following its completion, is provided to the Director within ten (10) days of the issuance of the report. The Recipient simultaneously shall provide the Director with its detailed responses to each and every negative or adverse finding pertaining to the Project and contained in the report. Such responses shall indicate what steps will be taken by the Recipient in remedying or otherwise satisfactorily resolving each problem identified by any such finding. If the Recipient fails to comply with the requirements of this Section or fails to institute steps designated to remedy or otherwise satisfactorily resolve problems identified by negative audit findings, the Director may bar the Recipient from receiving further financial assistance under Chapter 164 of the Revised Code until the Recipient so complies or until the Recipient satisfactorily resolves such findings.
Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, incl...
Audit Rights. Subject to the requirements of confidentiality under Article 22 of this Agreement, each Party shall have the right, during normal business hours, and upon prior reasonable notice to another Party, to audit at its own expense the other Party’s accounts and records pertaining to the other Party’s performance or satisfaction of its obligations under this Agreement. Such audit rights shall include audits of the other Party’s costs, calculation of invoiced amounts, and each Party’s actions in an Emergency State. Any audit authorized by this Article shall be performed at the offices where such accounts and records are maintained and shall be limited to those portions of such accounts and records that relate to the Party’s performance and satisfaction of obligations under this Agreement. Each Party shall keep such accounts and records for a period equivalent to the audit rights periods described in Article 25.4 of this Agreement.
Audit Rights. Upon reasonable notice, and at the request of the LEA, the LEA or the LEA’s designee may audit the Contractor to verify compliance with this DPA, as required by the Utah Student Data Protection Act.
Audit Rights. Due to transparency statutes and public accountability requirements of TIPS and TIPS Members, Vendor shall at their sole expense, maintain documentation of all TIPS Sales for a period of three years from the time of the TIPS Sale. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Vendor’s TIPS Pricing or TIPS Sales with thirty-days’ notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without said notice. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with Vendor’s TIPS Pricing, TIPS shall have the ability to conduct the audit internally or may engage a third‐ party auditing firm to investigate any possible non‐compliant conduct or may terminate the Agreement according to the terms of this Agreement. In the event of an audit, the requested materials shall be reasonably provided in the time, format, and at the location acceptable to TIPS. TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year, but reserves the right to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member. These audit rights shall survive termination of this Agreement for a period of one (1) year from the effective date of termination.
Audit Rights. Subject to the requirements of confidentiality under Article 22 of this LGIA, the Parties’ audit rights shall include audits of a Party’s costs pertaining to such Party's performance or satisfaction of obligations owed to the other Party under this LGIA, calculation of invoiced amounts, the CAISO’s efforts to allocate responsibility for the provision of reactive support to the CAISO Controlled Grid, the CAISO’s efforts to allocate responsibility for interruption or reduction of generation on the CAISO Controlled Grid, and each such Party’s actions in an Emergency Condition.
Audit Rights. (a) IPC and its Affiliates shall maintain complete and accurate records in reasonably sufficient detail to permit Tris to confirm the accuracy of the calculation of Transfer Price. Upon no less than fifteen (15) days prior notice, such records shall be made available during regular business hours, for a period of three (3) years from the end of the calendar year to which they pertain, for examination, not more often than once each calendar year, by an independent certified public accountant selected by Tris and reasonably acceptable to IPC, for the sole purpose of verifying the accuracy of the IPC Invoices pursuant to this Agreement and subject to the provision of and agreed Statement of Work for the auditor (inclusive of any auditor’s fees and compensation guidelines) by the parties to the selected auditor. Audits shall be undertaken in a manner which does not disrupt IPC’s normal course of business. Any such auditor shall enter into a confidentiality agreement with IPC and shall not disclose IPC’s Confidential Information, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by IPC or the amount of payments due from IPC to Tris under this Agreement. Any amounts shown to be owed but unpaid shall be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) days from the accountant’s report. Tris shall bear the full cost of such audit unless such audit discloses an underpayment to or overpayment by Tris of more than $[*****], in which case IPC shall bear the full cost of such audit.
Audit Rights. On no less than five (5) business days notice from the Payee, the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Pay...
Audit Rights. Awarded Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by any 791 PURCHASING COOPERATIVE Member that utilizes this Agreement. 791 PURCHASING COOPERATIVE and Region 15 ESC each reserve the right to audit the accounting for a period of four (4) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of four (4) years from the effective date of termination. 791 PURCHASING COOPERATIVE shall have the ability to conduct the audit internally or may engage a third-party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 15 ESC or 791 PURCHASING COOPERATIVE. 791 PURCHASING COOPERATIVE shall bear the cost of such audit requested by 791 PURCHASING COOPERATIVE, but all documents maintained by the vendor shall be produced and made available to 791 PURCHASING COOPERATIVE or its agents at no cost.
Audit Rights. Subject to the requirements of confidentiality under Section 17 of this Appendix 2, each Interconnection Party shall have the right, during normal business hours, and upon prior reasonable notice to the pertinent other Interconnection Party, to audit at its own expense the other Interconnection Party’s accounts and records pertaining to such Interconnection Party’s performance and/or satisfaction of obligations arising under this Appendix 2. Any audit authorized by this Section shall be performed at the offices where such accounts and records are maintained and shall be limited to those portions of such accounts and records that relate to obligations under this Appendix 2. Any request for audit shall be presented to the Interconnection Party to be audited not later than twenty-four months after the event as to which the audit is sought. Each Interconnection Party shall preserve all records held by it for the duration of the audit period.
