Books and Records; Audit. Tenant covenants that, for the purpose of ascertaining the amount payable to Landlord as percentage rent, Tenant will keep in accordance with generally accepted accounting principles consistently applied, accurate books and records containing all gross sales during each month of the term hereof and all supporting records such as excise tax reports, state sales tax"(business and occupation tax and gross income tax reports and receipts, including ST-1 gross receipts tax reporting forms filed by Tenant during the most recent Lease Year, at its headquarters office currently located at Denver, Colorado, which shall, for the purpose of verifying the percentage rent, be subject to examination by Landlord, its authorized representatives or accountants at reasonable times during business hours upon at least fourteen (14) days written notice, and in a manner which does not unreasonably interfere with the conduct of business. Such records shall be retained for at least three (3) years after receipt by Landlord of the yearly statement (hereinafter referred to) certified by the chief financial officer or President or Treasurer of Tenant. Tenant shall retain for at least one (1) year after the expiration of each Lease Year all original sales records and sales slips. At the expiration of such three (3) year period Tenant may dispose of such records unless Landlord shall have asserted a claim against Tenant with respect to percentage rent for such year, in which event such records shall be retained until disposition of such claim: Any claim by Landlord for a revision of any statement of Gross Sales which is not made to Tenant within three (3) years after receipt of the yearly statement shall be deemed and hereby is waived by Landlord. If any such examination discloses that Gross Sales transacted by Tenant exceed those reported, Tenant shall immediately pay to Landlord such additional percentage rent as may be so shown to be payable by said examination, and interest on such deficiency at the Default Rate, from the date of underpayment to the date such deficiency is paid. If such examination discloses that Gross Sales transacted by Tenant are less than those reported, Tenant shall be entitled to a credit against rent next owing. All examinations of Tenant's books and records shall be solely at Landlord's expense; provided, however, that if Tenant's statement of Gross Sales shall be understated by three percent (3%) or more, Tenant shall promptly reimburse Landlord for Landl...
Books and Records; Audit. Celltech shall keep for at least three (3) years or such longer period as may be required by law following the end of the calendar year to which they pertain, accurate and complete records showing all sales of the Product by Celltech and its Subdistributors and Sublicensees. Such records shall include all information reasonably necessary to verify the total amount and computation of earned royalties hereunder, and shall be open to inspection and audit, during reasonable business hours, to the extent necessary to verify the amount of such royalties. Such inspection and audit shall be conducted at the request and expense of Orphan Medical by an independent Certified Public Accountant appointed by Orphan Medical. Such inspection and audit shall be made not more often than once in each Contract Year. Such Certified Public Accountant shall undertake a confidentiality obligation to Celltech permitting it to disclose only to Orphan Medical the amount of the royalties due hereunder, and no other information. Orphan Medical shall bear the costs of any such inspection and audit; provided that if any inspection and audit reveals an underpayment of more than five percent (5%), Celltech shall reimburse Orphan Medical for its reasonable, documented out-of-pocket costs for such inspection and audit.
Books and Records; Audit. Toshiba agrees to maintain, and to require that each Submanufacturer and subdistributor who reproduces or distributes Licensed Engine Products, Combined Engine Products or Combined Engine Components maintain and provide to Toshiba, until three (3) years after the termination or expiration of this Agreement, complete and current books, records and accounts regarding all copying and distribution activities pursuant to this Agreement and to document compliance with the licenses granted. Toshiba agrees to allow an independent certified public accountant hired by Wink to audit and examine such books, records and accounts no more than once each calendar year, during Toshiba's normal business hours, to verify the accuracy of the reports and payments made to Wink under this Agreement and this Section and compliance with the restrictions of this Agreement. In the event such audit determines that Toshiba has not paid Wink all of the royalties due Wink, Toshiba agrees to pay, in addition to any damages to which Wink might be entitled, the amount of such shortfall plus interest at a rate of one and one-half percent (1.5%) per month or the highest rate allowed by law, whichever is higher. The cost of such audit shall be borne by Wink, provided that if any such audit reveals an underpayment to Wink of at least five percent (5%), Toshiba shall reimburse to Wink all its costs of such audit.
Books and Records; Audit. In addition to the rights and obligations of the parties in Article V of the Separation Agreement, WMB shall keep books of account and other records, in reasonable detail and in accordance with GAAP, consistently applied, for any charges for which WPX is required to reimburse WMB and for any charges which are priced on an consumption (e.g., hourly) basis pursuant to this Agreement. Such books of account and other records shall be open for WPX’s inspection during normal business hours for 24 months following the end of the calendar year in which the expense was incurred or the applicable Services were rendered to enable WPX to verify that the charges comply with the terms of this Agreement; provided, however, that any such inspection or audit may be performed only by an independent third party auditing firm of national standing that has been informed of the confidential nature of such information and that has entered into a written confidentiality agreement with WMB requiring it to treat such information confidentially. In no event will WPX or such independent auditing firm have access to any information regarding the WMB Entities’ cost of performing the Services.
Books and Records; Audit. At all times during the term of the Agreement, and for a period of at least five (5) years after termination hereof (including any extension or renewal), Agent shall keep and maintain complete and accurate books records, accounts and other documents of all transactions and activities performed by Agent under the Agreement. Upon Mirion's written request, Agent shall make copies of all such books, records, accounts and other documents available to Mirion for inspection and examination. Upon 60 days prior written notice to Agent, Mirion shall also have the right to conduct an audit of all such books, records, accounts and other documents of Agent relating to, and to interview Agent’s employees engaged in, the marketing, promotion, sale and/or servicing of Mirion Products, in order to confirm Agent’s compliance with its obligations under the Agreement, including, but not limited to, the provisions of the Agreement relating to: (i) compliance with applicable law; (ii) anti- corruption compliance; and (iii) export control compliance. Without limiting the generality of this Section 3, Agent acknowledges and agrees that Mirion's audit rights hereunder include the right to review Agent’s anti-corruption compliance program and procedures, and Agent’s records of anti-corruption training for its employees. Any audit performed by Mirion hereunder shall be conducted during normal business hours, and unless Mirion has reason to believe that Agent may be in breach of its anti-corruption compliance obligations under Section 11.2 hereof, such audit shall be conducted no more frequently than once every 12 months. Agent shall provide Mirion with full access to all books, records, accounts and other documents relating to, and all of Agent’s employees engaged in, the marketing, promotion, sale and/or servicing of Mirion Products hereunder, and Agent shall cooperate fully with, and shall provide Mirion with all other assistance reasonably requested by Mirion in connection with, any such audit. Upon completion of any such audit, Mirion may elect to provide Agent with a report of its findings and recommendations, and, if so, Agent shall implement all recommendations set forth in that audit report as soon as reasonably practicable after receipt of that audit report; provided, however, that a finding by Mirion that Agent has breached any of its obligations under the anti- corruption compliance provisions of Section 11.2 hereof shall be grounds for immediate termination of the Agreem...
Books and Records; Audit a. HCCH shall maintain books, records, and other evidence relating to the Services provided and use of the Funds hereunder (hereinafter referred to as the “Books and Records”) in accordance with generally accepted accounting principles, procedures and practices, which documents the homeless outreach program in a manner that fulfills the requirements of this Agreement.
Books and Records; Audit. (a) The Company shall maintain or cause to be maintained separate records and accounts. Such records and accounts shall show a true and accurate record of all operations, costs and expenditures, charges made, credits made and received, and income derived in connection with the operation of the Company in accordance with GAAP consistently applied. The Company may cause accountants who are employees of one or more Members to keep the Company's books and records, or the Company may hire third-party accountants to keep the Company's books and records. The Company shall use the accrual method of accounting in preparation of its annual reports and for tax purposes and shall keep its books accordingly.
Books and Records; Audit. Licensee shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to University hereunder. Such books of account shall be kept at Licensee’s principal place of business. Such books and the supporting data related thereto shall be open at all reasonable times for three (3) years following the end of the calendar year to which they pertain, and for three (3) years after the expiration or termination of this Agreement, for inspection by University or its representatives for the purpose of verifying Licensee’s royalty statements, license payments due to University, and compliance in all other respects with the terms and conditions of this Agreement. The fees and expenses of University’s representatives shall be borne by University; however, if an error of more than five percent (5%) of the total payments due or owing for any year is discovered, then Licensee shall bear the fees and expenses of University’s representatives.
Books and Records; Audit. Tenant agrees that it will keep complete books of accounts reflecting Gross Sales,and all of the business activities with respect to the Premises and will comply with generally accepted accounting principles ("GAAP"). Said books of account shall, at a minimum, include:
Books and Records; Audit. Licensee shall keep accurate books of account and records at its principal place of business covering all transactions relating to the License granted hereunder. WWI and WWI's duly authorized representatives shall have the right during regular business hours upon five business day's notice to examine said books of account and records and all other documents and material in the possession or under control of Licensee with respect to the subject matter and terms of this Agreement, and shall have free and full access thereto to make copies and extracts thereof. In order to facilitate inspection by WWI or WWI's representatives, Licensee shall maintain books and records concerning the Licensed Products separately from the books and records of goods which are not licensed hereunder. If any such examination discloses that Licensee owes Royalties to WWI in excess of five percent (5%) of those previously paid, Licensee shall pay, in addition to such deficiency, the cost of such examination and collection. If such examination discloses that Licensee owes Royalties to WWI in an amount in excess of ten percent (10%) of the Royalties previously paid, then, in addition to any and all other remedies that WWI may have hereunder, WWI shall have the right to terminate this Agreement upon written notice to Licensee. All books of account and records shall be kept available for at least three (3) years after the expiration of the Term or earlier termination of this Agreement.
