Maintenance of Records; Audit. For a period of two (2) years from the end of the calendar quarter in which the particular sale occurred, Inspire shall maintain, and shall require its Affiliates and sublicensees to maintain, complete and accurate books and records in connection with the sale of Inspire Licensed Products hereunder, as necessary to allow the accurate calculation consistent with GAAP of the Inspire Royalties due to InSite, including any records required to calculate any royalty adjustments hereunder. Once per calendar year, InSite shall have the right to engage an independent accounting firm reasonably acceptable to Inspire, which shall have the right to examine in confidence the relevant records of Inspire as may be reasonably necessary to determine or verify the amount of royalty payments due hereunder. Such examination shall be conducted, and Inspire shall make its records available, during normal business hours, after at least fifteen (15) Business Days prior written notice to Inspire, and shall take place at the facility(ies) where such records are maintained. Each such examination shall be limited to pertinent books and records for any year ending not more than twenty-four (24) months prior to the date of request; provided, however, that InSite shall not be permitted to audit the same period of time more than once. Before permitting such independent accounting firm to have access to such books and records, Inspire may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to Inspire) as to any confidential information which is to be provided to such accounting firm, or to which such accounting firm will have access, while conducting the audit under this paragraph. The independent accounting firm will prepare and provide to each Party a written report stating whether the royalty reports submitted and royalties paid are correct or incorrect and the details concerning any discrepancies. Such accounting firm may not reveal to InSite any information learned in the course of such audit other than the amount of any such discrepancies. InSite agrees to hold in strict confidence all information disclosed to it, except to the extent necessary for InSite to enforce its rights under this Agreement or to the extent disclosure is required by law. In the event there was an underpayment by Inspire of amounts owed under this Agreement, Inspire shall promptly (but in no event lat...
Maintenance of Records; Audit. A. The Contractor, and any subcontractors, shall keep or cause to be kept true and complete books, records, and accounts of all financial transactions in the course of its activities and operations related to the Project. These documents may include sales slips, invoices, payrolls, personnel records, requests for subcontractor payment, and other data relating to all matters covered by the Contract Documents. At all times during the construction of the Project, and for four (4) years following the termination of the term of the last Document, the Contractor, and any subcontractors, shall retain such data and records. During construction of the Project, the Contractor shall make available all requested data and records at reasonable locations within the County of San Diego, at any time during normal business hours, and as often as the District deems necessary. If records are not made available within the County of San Diego during the construction of the Project, the Contractor shall pay the District's travel costs to the location where the records are maintained. Upon completion of the construction of the Project, Contractor shall provide the District with one (1) complete copy of all books, records and accounts of all financial transactions in the course of its activities and operations related to the Project, including but not limited to sales slips, invoices, payrolls, personnel records, requests for subcontractor payment and other data relating to all matters covered by the Contract Documents. Failure to make requested records available for audit by the date requested will result in immediate termination of this Construction Services Agreement.
Maintenance of Records; Audit. A. Contractor, and Subcontractors, shall keep or cause to be kept true and complete books, records, and accounts of all financial transactions in the course of its activities and operations related to the Project. These documents may include sales slips, invoices, payrolls, personnel records, requests for Subcontractor payment, and other data relating to all matters covered by the Contract Documents. Subject to Paragraph B of this Section 13, at all times during the Construction of the Project, and for four (4) years following the termination of the term of the last document, Contractor and Subcontractors shall retain such data and records. During Construction of the Project, Contractor shall make available all requested data and records at reasonable locations within the County of Riverside at any time during normal business hours, and as often as District deems necessary. If records are not made available within the County of Riverside during the Construction of the Project, Contractor shall pay District’s travel costs to the location where the records are maintained. Failure to make requested records available for audit by the date requested will result in immediate termination of this Construction Services Agreement.
Maintenance of Records; Audit. For a period […***…], Abbott shall maintain and shall cause its Affiliates and Sublicensees to maintain complete and accurate books and records in connection with the sale of Products hereunder, as necessary to allow the accurate calculation of Royalties due hereunder including any records required to calculate any Royalty adjustments hereunder. Once per calendar year, Neurocrine shall have the right to engage an registered public accounting firm of nationally recognized standing selected by Neurocrine and reasonably acceptable to Abbott, at Neurocrine’s expense, which shall have the right to examine in confidence the relevant Abbott records as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder for any year ending not more than […***…] months prior to the date of such request. Such examination shall be conducted during Xxxxxx’x normal business hours, after at least […***…] days prior written notice to Abbott and shall take place at the Abbott facility(ies) where such records are maintained. In the event the report reflects an under-payment by Abbott hereunder, Abbott shall promptly (but in no event later than […***…] days after Xxxxxx’x receipt of the independent auditor’s report) make payment to Neurocrine of any short-fall. In the event that there was an over-payment by Abbott hereunder, Neurocrine shall promptly (but in no event later than […***…] days after Neurocrine’s receipt of the independent auditor’s report so correctly concluding) refund to Abbott the excess amount. In the event any payment by Abbott shall prove to have been incorrect by more than […***…] to Neurocrine’s detriment, Abbott will pay the reasonable fees and costs of Neurocrine’s independent auditor for conducting the audit.
Maintenance of Records; Audit. 8.1 Members of Distributor's Group shall keep complete, accurate and up-to-date records relating to the use and distribution of Information and to the associated Internal Controls, sufficient to demonstrate compliance with the Agreement and to identify the sums payable to BSE in accordance with the Agreement.
Maintenance of Records; Audit. Buyer and its Affiliates and Seller and its Affiliates will keep and maintain (and will require Sublicensees (or for Seller, sublicensees of the license granted in Section 2.7) to keep and maintain) books, records and accounts in connection with royalty and other payments due pursuant to Sections 2.7 (License Grant by Buyer), 2.9 (Royalties) and 2.10 (Sublicense Fees and Milestones) in sufficient detail to permit accurate determination of all figures necessary for verification of such payments. Such books, records and accounts shall be maintained for a period of at least 3 years after the end of the calendar year in which they were generated. No more frequently than once during any calendar year, each party will have the right, upon at least 10 days’ advance notice, to have a nationally recognized auditor conduct an audit of such books, records and accounts, during the other party’s (or its Affiliates) normal business hours and in a manner as not to unreasonably interfere with the other party’s normal business activities. The auditing party’s auditor will execute and deliver to the other party a confidentiality agreement reasonably acceptable to the other party. During any such audit, the other party (and its Affiliates) will (a) supply the auditing party’s auditor with all the relevant books, records and accounts in the other party’s (or its Affiliate’s) possession or under its control that the auditing party’s auditor may reasonably request and (b) instruct its employees to cooperate with the review and answer fully all relevant inquiries from the auditor. The auditing party will bear the fees and expenses of such audit, provided that if the audit reveals aggregate underpayment by the other party of at least [*] during the audited period, such costs will be borne by the other party. Any payment discrepancy correctly identified as a result of an audit under this Section 5.5 will promptly be corrected by a payment from the other party to the auditing party of an underpaid amount, plus interest as provided for in Section 2.18 (Payment Provisions Generally), or a credit against future payments for an overpaid amount. Buyer and its Affiliates shall obtain the right to audit its Sublicensees so that it can provide such information as is required to confirm the payments owed to Seller hereunder with respect to [*] of such Sublicensees to any auditor conducting an audit in accordance with the foregoing.
Maintenance of Records; Audit. 8.1 Licensee shall keep complete, accurate and up-to-date records relating to the use of Information and to the associated Operational Controls, sufficient to demonstrate compliance with the Agreement and to identify all sums payable to NZX in accordance with the Agreement. Where applicable, Licensee shall require Subscribers and any contractors with access to Information to maintain similar records. All records required to be maintained under this Agreement shall be maintained for a minimum of five (5) years and made available to NZX on request for audit inspection.
Maintenance of Records; Audit. 8.1 Members of Licensee's Group shall keep complete, accurate and up-to-date records relating to the use and distribution of Real-time Information and Delayed Information and to the associated Operational Controls, sufficient to demonstrate compliance with the Agreement and to identify the sums payable to NZX in accordance with the Agreement.
Maintenance of Records; Audit. 10.1 Members of Licensee’s Group shall keep complete, accurate and up-to-date records relating to the use and distribution of Information and to the associated Operational Controls, sufficient to demonstrate compliance with the Agreement and to identify all sums payable to BHB in accordance with the Agreement. Where applicable, Licensee shall require Subscribers to maintain similar records. All records required to be maintained under this Agreement shall be maintained for a minimum of three (3) years and made available to BHB upon request for audit inspection.
Maintenance of Records; Audit. Tenant shall use commercially reasonable efforts to keep all of Tenant's books of account, records, financial statements, and documentation related to this Lease or to business operations conducted within or from the Premises or the Improvements (the "Tenant Records") during the Term and, with respect to each record, for a period of seven (7) years after the date the record was created (or such longer period as Tenant may decide in its sole discretion), either at the Premises, the Improvements, Tenant's main business office, any of Hotel Operator's business offices or at a location in San Diego County, California as is reasonably acceptable to Landlord. In the event the Tenant does not make available to Landlord Tenant Records, including in electronic form or hard copy form delivered via a reputable overnight courier, within San Diego County, then Xxxxxx agrees to pay all reasonable travel and other expenses incurred by Landlord Parties in conducting an audit at the location where the Tenant Records are kept. For the avoidance of doubt, Tenant Records in electronic form will be deemed to be kept at each location at which such Tenant Record reasonably may be accessed. Without limitation of the foregoing, if there is any Subtenant occupying or operating from any portion of the Premises or the Improvements, then the books and records also shall include any occupancy, licensing, permit or operating agreements pertaining to such Subtenant, as well as the books of account, records, financial statements, and documentation, relating to the operations of such Subtenant at the Premises or the Improvements, as applicable. Upon at least forty-eight (48) hours' prior notice to Tenant, Landlord shall have the right to examine and audit the Tenant Records, including, without limitation, for the purpose of determining the accuracy thereof, the accuracy of the Monthly Reports, the Monthly Parking Reports, and the accuracy of the Rent paid to the Landlord. Landlord's audit rights shall apply to the current Lease Year and all prior Lease Years and Tenant waives the right to assert any statute of limitations in connection with any audit or any underpayment disclosed pursuant to such audit. In the event that the business operations conducted within or from the Premises or the Improvements are part of a larger business operation, and any part of the Tenant Records herein is prepared only for the larger operation, and not solely for the business operations of the Premises or the...
