Auditing. The Managers shall at all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing by the Owners at such times as may be mutually agreed. On the termination, for whatever reasons, of this Agreement, the Managers shall release to the Owners, if so requested, the originals where possible, or otherwise certified copies, of all such accounts and all documents specifically relating to the Vessel and her operation.
Auditing. Seller shall maintain reasonable records relating to this Master Agreement for a period of two (2) years from the Trade Date.
Auditing. Licensee and its Affiliates will permit Licensor or its representatives, at Licensor’s expense, to periodically examine books, ledgers, and records during regular business hours, at Licensee’s or its Affiliate’s place of business, on at least thirty (30) days advance notice, to the extent necessary to verify any payment or report required under the Agreement. For each Sublicensee, Licensee shall obtain such audit rights for Licensor or itself. If Licensee obtains such audit rights for itself, it will promptly conduct an audit of the Sublicensee’s records upon Licensor’s request, and Licensee will furnish to Licensor a copy of the findings from such audit. No more than one audit of Licensee, each Affiliate, and each Sublicensee shall be conducted under this Section 5.5 in any calendar year. If any amounts due Licensor have been underpaid, then Licensee shall immediately pay Licensor the amount of such underpayment plus accrued interest due in accordance with Section 5.3. If the amount of underpayment is equal to or greater than 5% of the total amount due for the records so examined, Licensee will pay the cost of such audit. Such audits may, at Licensor’s sole discretion, consist of a self-audit conducted by Licensee at Licensee’s expense and certified in writing by an authorized officer of Licensee. All information examined pursuant to this Section 5.5 shall be deemed to be the Confidential Information of the Licensee.
Auditing. The State may audit Contractor’s operations to ensure that the Contractor has complied with the statements made above.
Auditing. Books and records kept in accordance with Paragraph 9.1 will be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.
Auditing. The Contribution shall be subject exclusively to the internal and external auditing procedures provided for in the financial regulations, rules, policies and procedures of UNDP. Should the annual Audit Report of the UN Board of Auditors to its governing body contain observations relevant to the Contribution, such information shall be made available to the Donor by the country office.
Auditing. Periodically audit the accounting records and other records maintained by Dominion Companies and coordinate their examination, where applicable, with that of independent public accountants. The audit staff will report on their examination and submit recommendations, as appropriate, on improving methods of internal control and accounting procedures.
Auditing. Business Associate represents and warrants that it maintains adequate internal audit functions to annually assess internal controls in its environment, and to protect the security and confidentiality of PHI. Business Associate agrees to provide documentation regarding its internal controls to Covered Entity upon request. Business Associate agrees that it has undertaken, or will undertake, at its sole cost and expense, an independent SSAE 16 Type II audit or comparable independent attestation to confirm Business Associate’s controls over its processes. Business Associate will provide to Covered Entity all internal or external audit reports, certifications, information, documentation, electronic records and data regarding Business Associate’s internal controls, and if requested by Covered Entity, Business Associate will grant Covered Entity and its agents or subcontractors, the right to audit Business Associate’s operations, systems and software to confirm internal controls are present and operating. If the information presented to Covered Entity regarding Business Associate’s internal controls is not acceptable to Covered Entity in its reasonable discretion, Business Associate shall present an action plan acceptable to Covered Entity, to correct any and all portions of the systems, software, products, documentation, or internal controls. Business Associate shall undertake all activities relating to its preparation of the action plan and to its correction of any inadequate controls or mitigation of risks revealed by deficiencies in its internal controls at Business Associate’s sole cost and expense and within a reasonable time period as agreed upon by Covered Entity. Should Business Associate fail to provide adequate internal controls as described in this Section 5, or to present an action plan acceptable to Covered Entity within the mutually agreed upon time frame, Covered Entity shall be entitled, in its sole discretion, to terminate this Agreement and the Underlying Agreement with no liability whatsoever to Business Associate upon written notice to the Business Associate.
Auditing. Each Participant represents that, through its agents, employees, and independent contractors, it shall have the ability to monitor and audit all access to and use of its System related to this Agreement, for system administration, security, and other legitimate purposes. Each Participant shall perform those auditing activities required by the Performance and Service Specifications.
Auditing. 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later.
