Audit Right Sample Clauses
An Audit Right clause grants one party the authority to review and examine the records, processes, or operations of the other party to ensure compliance with the terms of the agreement. Typically, this clause outlines the scope of audits, the notice period required before an audit, and any limitations on frequency or access, such as restricting audits to business hours or requiring confidentiality. Its core practical function is to provide transparency and accountability, allowing the auditing party to verify that obligations are being met and to detect any discrepancies or breaches.
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Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, ou...
Audit Right. 14.1 Each Party, its affiliates and any third-party representative of a Party shall have the right, at its sole expense, to examine the records of the other Party related to this Agreement and the rights and obligations of the Parties hereunder during normal business hours upon reasonable notice. Any information gathered during such examination shall constitute Confidential Information subject to the requirements of Section 15.
Audit Right. Licensee shall maintain true, complete, and correct copies of books and records reflecting the location and use of each copy of the Software in Licensee's possession or control. On at least thirty (30) days prior written notice to Licensee, but no more frequently than once in any twelve (12) month period, for any reason, Licensor at its expense and through its agents shall be entitled to audit such records and systems of Licensee as Licensor may reasonably request in order to determine Licensee’s use of the Software pursuant to this Agreement.
Audit Right. You shall keep reasonable records relating to (i) the number of copies of Certificates deployed by Enterprise; and (ii) the number of servers which make use of such Certificates. A chartered or certified public accountant selected by Entrust may, upon reasonable notice and during normal business hours, but no more often than once a year, inspect Your records to ensure that You are complying with Your obligations hereunder.
Audit Right. Property Manager shall cooperate with REIT’s independent auditors with respect to the annual audit of REIT for the purpose of expressing an opinion on the financial statements of REIT (the “Annual REIT Audit”). In addition, REIT shall have the right, no more than once per year, to conduct an audit of Property Manager’s books and records solely with respect to the fees and expense reimbursements relating to the services provided pursuant to this Agreement (the “Fee Audit”). REIT may conduct the Fee Audit by using its own internal auditors or by employing independent auditors. Costs associated with conducting such Fee Audits by internal or independent auditors, and costs of the Annual REIT Audit, shall be borne by REIT. If any Fee Audit conducted by or on behalf of REIT reveals a discrepancy in excess of ten percent (10%), and greater than $10,000, for the aggregate fees and expense reimbursements payable during the period under audit pursuant to the Fee Audit, Property Manager shall be responsible for the reasonable expenses of such audit.
Audit Right. Licensee hereby agrees to allow Gilead reasonable access to Licensee’s books and records, facilities and employees solely for the purpose and to the extent required for Gilead to audit Licensee’s compliance with the requirements of this Section 6.
Audit Right. Public Disclosure of Contract. Seller acknowledges that Purchaser and/or its general partner, Beacon Capital Partners, Inc., have made and intend in the future to make private and/or public securities offerings which are or may be subject to regulation by the Securities and Exchange Commission ("SEC"), and that the regulations of the SEC may require that Purchaser disclose the existence of this Contract and the contents of some or all of the documents and materials delivered by Seller. Accordingly and notwithstanding anything to the contrary contained in their Contract, Seller expressly consents to the disclosure of the terms and conditions of this transaction, this Contract itself, and terms of any document or materials which Purchaser in good faith believes should be disclosed in connection with fulfillment of its disclosure requirements under SEC regulations. In addition, Purchaser shall have the right to issue press releases announcing this transaction at any time after the expiration of the Inspection Period. Seller shall be entitled to a prior review of the press release. The provisions of this Section 13.17(a) shall survive the Closing.
Audit Right. At TI's request, and within thirty (30) calendar days after receiving written notice, You will permit an internal or independent auditor selected by TI to have access, no more than twice each calendar year (unless the immediately preceding audit revealed a discrepancy) and during Your regular business hours, to all of Your equipment, records, and documents as may contain information bearing upon the use of the Licensed Materials. You will keep full, complete, clear, and accurate records with respect to Your use and distribution of the Licensed Materials for a period beginning with the then-current calendar year and going back three (3) years.
Audit Right. Within one hundred eighty (180) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices located in the continental United States, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence except as required by law or as necessary to enforce Tenant’s rights under this Lease. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but within sixty (60) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, then Tenant shall provide Landlord with the results of Tenant’s audit and if Landlord and Tenant cannot resolve the dispute within thirty (30) days after Landlord’s receipt of Tenant’s audit results, then a certification as to the proper amount shall be made in accordance with sound commercial real estate accounting practices, at Tenant’s cost (but subject to the further provisions of this Section 3(e), by an independent certified public accountant agreed upon by the parties and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within sixty (60) days after the Review Period shall be deemed to constitute Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement, except to the extent that any such Statement that contains a knowingly false material misrepresentations shall not be binding and conclusive on Tenant. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tena...
Audit Right. During normal business hours and at any time during which the Software or Documentation are being utilized, Data Innovations, or its authorized representative or licensors, shall have the right upon reasonable advance notice to audit and inspect Your Use of the Software, in order to verify compliance with the terms of this Agreement. If You are found not to be in substantial compliance with Your obligations, You shall pay the reasonable expenses incurred by Data Innovations associated with such inspection and will promptly take measures to come into compliance.