Examinations and Audits. The Company Representative is authorized to represent the Company in connection with all examinations of the affairs of the Company by any taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Company for professional services and costs associated therewith. Each Stockholder agrees to cooperate with the Company Representative and to do or refrain from doing any or all things reasonably requested by the Company Representative with respect to the conduct of examinations by taxing authorities and any resulting proceedings. Each Stockholder agrees that any action taken by the Company Representative in connection with audits of the Company shall be binding upon such Stockholder and that such Stockholder shall not independently act with respect to tax audits or tax litigation affecting the Company. The Company Representative shall have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Stockholders) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority.
Examinations and Audits. If requested by Purchaser, Seller shall, cause an examination, audit or inspection to be made of a Counterparty’s books and records with respect to Net Sales, Royalty Payments and/or Royalty Reports generally; provided, however, that Purchaser shall not be entitled to request such an examination more frequently than once every calendar year without the approval of Seller. With respect to any such examination, Purchaser, with the reasonable consent of the Seller, shall select such independent auditor for such purpose. The Pro Rata Portion of the expenses of any such examination (including the fees and expenses of any independent auditor) that would otherwise be borne by Seller pursuant to the applicable Product Agreement shall instead be borne (as such expenses are incurred) by Purchaser, provided that the Pro Rata Portion of any reimbursement by the applicable Counterparty of any such audit expenses shall belong to Purchaser.
Examinations and Audits. Upon reasonable advance written notice, Third Party Vendor agrees to permit Merchant Processor (and its designees) to conduct a review of the books, records, operations and Merchant Equipment, if applicable, during normal business hours. In addition, upon reasonable prior written notice and as directed by any card organization, Third Party Vendor agrees to permit any person acceptable to that card organization to examine and audit the records, operations and Merchant Systems, if applicable, relevant to such card organization. Third Party Vendor agrees to provide reasonable access to Merchant Systems, if applicable, facilities and records during normal business hours for examination purposes to any state or federal agencies with jurisdiction over Merchant Processor or any card organization.
Examinations and Audits. The Tax Matters Partner and Company Representative are authorized to represent the Company in connection with all examinations of the affairs of the Company by any taxing authority, including any resulting administrative and judicial proceedings, and to expend funds of the Company for professional services and costs associated therewith. Each Member agrees to cooperate with the Tax Matters Partner and Company Representative and to do or refrain from doing any or all things reasonably requested by the Tax Matters Partner or Company Representative with respect to the conduct of examinations by taxing authorities and any resulting proceedings. Each Partner agrees that any action taken by the Tax Matters Partner or Company Representative in connection with audits of the Company shall be binding upon such Partners and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company. The Tax Matters Partner and Company Representative shall have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority.
Examinations and Audits. (a) Set-up File Variances and Remedies--The Set-up File may contain some loans not included in the Bid File and may not contain some loans included in the Bid File. If, within thirty (30) days from its receipt of the initial premium payment under this Policy, the Company determines that the Set-up File information Materially differs from the information in the Bid File used by the Company for pricing the coverage provided under this Policy, the Company will provide written notice to the Insured of the alleged Material difference and cooperate in good faith with the Insured to address such difference. A variance of the Total Initial Principal Balance of the Covered Loans from the Bid File to the Set-up File, shall not, in and of itself, be considered a Material difference; however, variances in individual loan characteristics may be Material on a case-by-case basis.
Examinations and Audits. We or our designated agents have the right, at all times and upon reasonable notice, to examine or audit your books and records, and to make copies thereof. If any such examination or audit discloses any underpayment of the Royalty, Marketing Fund payments, or any other sums or fees owed to us and/or any of our Affiliates, you must immediately pay the deficient amount plus interest thereon from the date due until paid, at a rate equal to 12% per annum. All payments received will first be credited against interest due and then against other payments due. If such an examination or audit discloses an understatement in any statement or report of 5% or more, you must, in addition to the above provision, reimburse us for the cost of having your books examined or audited. The foregoing are in addition to any other rights or remedies we may have, including the termination of the Franchise granted herein.
Examinations and Audits. Upon reasonable advance written notice, Third Party Vendor agrees to permit Customer (and its designees) to conduct a review of its books, records, operations and facilities during normal business hours. In addition, upon reasonable prior written notice and as directed by any card organization, Third Party Vendor agrees to permit any person acceptable to any card organization to examine and audit the records, operations and facilities of Third Party Vendor that are relevant to such card organization.
Examinations and Audits. (a) ACE shall allow Texas Capital and its designees, including any regulatory or supervisory body to which Texas Capital is subject, to examine and audit such book, records, reports from audits conducted by ACE or its agents regarding the Cash, ICB Checks and the Covered SSM facilities which Texas Capital or its designees may reasonably deem appropriate 8 CASH SERVICES AGREEMENT in order to determine compliance with the terms of this Agreement, the Operating Agreement and applicable laws and regulations. ACE shall have the right to have an employee or agent present at all times during any examination or audit of its records or facilities. Such routine examinations and audits shall be conducted during ACE's normal business hours, if commercially possible. In the event of any financial discrepancies, Texas Capital's records of the amounts disbursed, amounts received by Texas Capital and amounts owed by ACE to Texas Capital shall be presumptively correct, absent manifest error in computation.
Examinations and Audits. If requested by Purchasers, Seller shall, (i) cause an examination to be made of Bausch & Lomb’s books and records with respect to Net Sales used to prepare the Royalty Reports with respect to sales of Product pursuant to Section 2.7.7 of the Purchase Agreement; provided, however, that Purchasers shall not be entitled to request such an examination more frequently than once every calendar year. With respect to any such examination, Purchasers shall select such independent auditor for such purpose (as long as such independent auditor is reasonably acceptable to Bausch & Lomb). All of the expenses of any such examination (including the fees and expenses of any independent auditor) that would otherwise be borne by Seller pursuant to the Bausch & Lomb Agreements shall instead be borne (as such expenses are incurred) by Purchasers, provided that any reimbursement by Bausch & Lomb of the audit expenses shall belong to Purchasers.
Examinations and Audits. Upon the written request of LICENSOR and, except as otherwise provided below, at LICENSOR'S expense (provided that LICENSOR shall not be required to reimburse LICENSEE for any time, use of facilities or out-of-pocket costs associated with an examination or audit), LICENSEE shall allow its books and records to be audited by any accounting firm, agent and/or law firm of LICENSOR'S choosing so that LICENSOR can verify that LICENSEE is properly paying monies due hereunder. For an examination or audit to the extent necessary to determine or verify any amounts owed to LICENSOR under this Agreement, LICENSEE shall allow a full examination and audit of its books and records relating to manufacturing, marketing, sales, rentals and leases of Licensed Products and performance of services using Licensed Products, and other records including books and records regarding quantities, product types, power capacity, prices, sales, purchase orders, invoices, supply contracts, rental agreements, lease agreements, service contracts, entities purchasing, renting or leasing Licensed Products, locations to which Licensed Products have been delivered, and related documents and information, for all Licensed Products manufactured, sold, lost, destroyed, given away, in inventory or used to perform a service. Such examinations and audits shall be conducted (i) no more frequently than quarterly, (ii) during reasonable times and with reasonable advance notice so as to minimize interference with LICENSEE'S business operations, and (iii) for the purpose of determining LICENSEE'S compliance with its payment obligations and other obligations under this Agreement. In any event, LICENSEE may not delay an examination or audit more than ten (10) business days from the date of LICENSOR'S written request. In the event that an examination or audit shows that a particular license has not been paid for by LICENSEE in advance of the production of a Licensed Product or within thirty (30) days after the end of any given quarter in connection with a True-up, then LICENSEE shall pay LICENSOR twice the cost of such unpaid license plus LICENSOR'S reasonable cost of such audit within five (5) days of written notice from LICENSOR. In the event that an examination or audit shows that LICENSEE has underreported or has not promptly and timely reported the number of Licensed Products produced or sold under the paid-up Technology License described in Section 2.1 or the License for Additional Units described in Se...
