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. 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. 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. If Tenant shall send an objection notice pursuant to Subsection D(iii) of this Article 3 with respect to a Landlord’s Statement, Tenant may, at its own expense, select an independent certified public accountant or an internal auditor directly employed by Tenant, that is not being compensated by Tenant, in whole or in part, on a contingency basis (an “Approved Examiner”), and provided that such Approved Examiner is not and has not during the Term been affiliated with, a shareholder in, an officer, director, partner, or employee of, Landlord or any managing agent of Landlord or any affiliate of Landlord, and such Approved Examiner may examine Landlord’s books and records relating solely to disputed aspects of the disputed items to determine the accuracy of Landlord’s Statement. Tenant recognizes the confidential nature of Landlord’s books and records and agrees that information obtained by it or an Approved Examiner during any examination (including any compromise, settlement or adjustment relating to the results of such examination) shall be maintained in strict confidence by Tenant and such Approved Examiner. As a condition precedent to Tenant’s exercise of its right to examine Landlord’s books and records, Tenant shall deliver to Landlord a confidentiality agreement, reasonably satisfactory to Landlord, from the Approved Examiner to the same effect as Tenant’s agreement contained in the preceding sentence. If, after such examination, such Approved Examiner shall dispute such Landlord’s Statement, either party may refer the decision of the issues raised to a reputable independent, third party firm of certified public accountants, that does not work (and who has not for the prior five (5) years, worked) for Landlord or Tenant, or an affiliate of either, to be approved by the other party, which approval shall not be unreasonably withheld or delayed (an “Impartial Accountant”). If Landlord and Tenant cannot, using good faith efforts, agree on an Impartial Accountant, either party may refer the selection of the Impartial Accountant to the American Arbitration Association (the “AAA”), in which case, the decision of the AAA shall be binding on both parties. The decision of the Impartial Accountant shall be conclusively binding upon the parties. The fees and expenses involved in resolving such dispute shall be borne by the unsuccessful party (and if both parties are partially unsuccessful, the accountants shall apportion the fees and expenses between the parties ...
Audit Right. (a) 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. PECO shall cooperate with the REIT’s independent auditors with respect to the annual audit of the REIT for the purpose of expressing an opinion on the financial statements of the REIT (the “Annual REIT Audit”). In addition, the REIT shall have the right to conduct an audit of PECO’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”). The REIT may conduct the Fee Audit by using its own internal auditors or by employing independent auditors no more than once per year. 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, PECO shall be responsible for the reasonable expenses of such audit. Signatures on next page.
Audit Right. (a) Upon written request and at least fifteen (15) days prior notice from BRIDGE, at BRIDGE'S expense and not more than once in each twelve (12) month period, BRIDGE may engage an independent public accounting or auditing firm (the "Auditor") selected by BRIDGE, but which has not provided auditing or other services to BRIDGE during the previous five (5) years (other than previous auditing services pursuant to this Agreement or other similar BRIDGE license, development or collaboration agreements) and which is reasonably acceptable to ALGORX. The Auditor may perform on behalf of BRIDGE an audit of the books and records of ALGORX and those Affiliates and sublicensee(s) that have reported Net Sales of Licensed Product(s) during the relevant time period. The Auditor shall conduct the audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as may be reasonably necessary to verify the accuracy of the Royalty Reports furnished by ALGORX hereunder in respect of any annual fiscal period ending not more than thirty-six (36) months prior to the date of such request. BRIDGE acknowledges that the Auditor(s) shall conduct the audit in such a manner so as to not unreasonably interfere with the business of ALGORX and those Affiliates and sublicensee(s) described above. BRIDGE's right to request audit shall survive any termination of this Agreement for thirty-six (36) months after the date of said termination. ALGORX acknowledges and agrees that ALGORX, its Affiliates and sublicensees shall reasonably cooperate with the Auditor in connection with any such audit.
Audit Right. At TI's request, and within thirty (30) days after receiving written notice, you shall permit an 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 shall keep full, complete, clear and accurate records with respect to product sales and distributions for a period beginning with the then-current calendar year and going back three (3) years.
Audit Right. 9.1 At any time during the continuation of this Agreement and thereafter until all the Practitioner’s rights, obligations and duties have come to an end, AXA PPP and its Affiliates or Partners (or their nominated representatives) may visit any premises of the Practitioner and carry out an audit of the Practitioner to verify the Practitioner’s compliance with its obligations under this Agreement and/or investigate any developments that may affect the Practitioner and/or AXA PPP (or where relevant, the Affiliate or Partner) ("Audit”).
