Financial Audits. During the Audit Period, Service Provider shall provide to DIR Auditors access at reasonable hours to Service Provider Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provider, all to the extent relevant to the performance of Service Provider's obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the Services, (iv) examine Service Provider's performance of its other financial and accounting obligations to DIR under this Agreement, and (v) enable DIR and DIR Customers to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, (2) make requested Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service Provider, and Service Provider does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider shall promptly pay to DIR the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider of the overcharged amount until the date of payment to DIR. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, pro...
Financial Audits. During the Term and for three years thereafter, upon notice to the BNY Mellon Executive, BNY Mellon shall provide Voya Auditors with access to such records and supporting documentation as may be requested by Voya Auditors to audit and determine if the Fees are accurate and in accordance with the terms and conditions of the Agreement. If such audit reveals that BNY Mellon has overcharged Voya, upon notice of the amount of such overcharge: (1) BNY Mellon shall promptly provide a credit to Voya for the amount of the overcharge; and (2) if the amount of the overcharge is greater than five percent of the amount of Fees that were subject to the audit, BNY Mellon shall promptly reimburse Voya for the reasonable cost and expense of such audit.
Financial Audits. 6.1 In the event a financial audit is deemed necessary within a period of up to five (5) years after the end of this agreement, Canada and Québec agree that it would be conducted by the Auditor General of Québec.
Financial Audits. During the Term and for a period of one (1) years following termination of this Agreement, each party (and its designated auditors) shall have the right to audit fully the relevant accounting and other financial books and records of the other party, to the extent such are related to the Business, to verify amounts charged, paid or payable under this Agreement and otherwise verify conformance with the financial terms of this Agreement and compliance with applicable accounting requirements. Such audit shall be conducted at the normal place where such books and records are stored, during normal business hours. Each party shall provide the other party and its representatives such information and assistance as may be reasonably requested in order to perform such audits; provided, however, that the parties shall endeavor to arrange such assistance in such a way that it does not interfere unreasonably with the conduct of the audited party’s business. Each party may conduct such audits up to once per rolling 6-month period, and each audit shall be upon reasonable prior written notice to the audited party. If any audit under this Section reveals any undisputed lack of compliance or other discrepancy with any requirement of this Agreement (including any underpayment or overpayment to the other party) the audited party or the party having received an overpayment, as the case may be, shall come into compliance promptly, at its expense, with underpayments and overpayments earning interest at the rate of one percent (1%) per month or, if less, the maximum rate allowed at law. Further, in the event such inspection or audit is made necessary by a party’s failure to furnish reports, supporting records or other information in accordance with this Agreement, or to furnish such reports and information on a timely basis, or if an undisputed underpayment or overpayment exceeds five percent (5%) of amounts otherwise paid or owing, then the audited party or the party having received an overpayment, as the case may be, also shall reimburse the other party for the reasonable expenses associated with such audit, including, without limitation, the charges of any independent accountants and the travel expenses, room and board and compensation of the auditing party’s employees engaged in the audit. ***Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.
Financial Audits. Lian shall keep or cause to be kept books of account containing all information that may be necessary for the purpose of calculating amounts payable by Lian in connection with this Agreement for a period of [***] Calendar Years following the end of the Calendar Year during which such amounts were payable. Tarsus may appoint an independent public accountant (on a non-contingency basis and reasonably acceptable to Lian; any “Big 4” accountant shall be deemed acceptable to Lian), at Tarsus’s expense and subject to such accountant entering into a confidentiality agreement with Lian, to inspect such books of account in order to verify the calculation of any amounts payable to Tarsus hereunder. Such inspections shall be performed not more frequently than once in any [***] month period and upon reasonable prior notice, and shall be conducted during regular business hours in such a manner as to not unreasonably interfere with Lian’s normal business activities. Tarsus’s accountant may only share with Tarsus the report containing the summary results of its inspection, but not the books of account reviewed by the accountant during the audit, and such report shall constitute Lian’s Confidential Information. If any such inspection reveals that any payment (a) that should have been paid by Lian is greater than those that were actually paid by Lian, then Lian shall promptly pay the underpaid amount to Tarsus or (b) that was actually paid by Lian is greater than those that should have paid by Lian, then Lian shall credit the overpaid amount against future royalty payments to Tarsus. If the payments that should have been paid by Lian are at least [***] greater than those that were actually paid by Lian, then Lian shall also reimburse Tarsus for the reasonable out-of-pocket costs of such inspection.
Financial Audits. Alimera shall keep, and shall cause its Affiliates, and Sublicensees to keep, full and accurate records and books of account containing information that may be necessary for the purpose of calculating Royalties, as detailed in the Royalty Reports, including reports and supporting data detailing Net Sales, Gross Revenues, Royalties, the number of units of Products sold or otherwise transferred, including but not limited to sales ledgers and records, general ledgers, and sublicensee reporting to Alimera. Such books of account, records and reports, with all necessary supporting data, shall be kept by Axxxxxx at its place of business for the [***] following the end of the Calendar Year to which each shall pertain. Alimera shall permit an independent accounting firm selected by ExxXxxxx and reasonably acceptable to Axxxxxx (the “Audit Firm”), which acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such records as may be reasonably necessary to verify the accuracy of Axxxxxx’s reports of Net Sales, Gross Revenues, and Royalties as provided herein. Such Audit Firm may be required by Axxxxxx to enter into a commercially reasonable confidentiality agreement with it, and in no event shall such Audit Firm disclose to EyePoint any information from the books and records of Alimera or its Affiliates to which such Audit Firm has access during the course of such audit other than such information as it relates to the accuracy of the reports and the calculation of payments made or due hereunder. All such verifications shall be conducted at the expense of EyePoint and not more than [***] in each Calendar Year. The Audit Firm shall submit its final written report to both Parties. [***]. EyePoint shall be responsible for the fees, and expenses associated with the audit, provided, however, that if the audit concludes that an adjustment of [***] or more of the aggregate amount paid or payable by Axxxxxx to EyePoint during the relevant period is due in EyePoint’s favor, then Axxxxxx shall be responsible for the reasonable fees, costs, and expenses charged by the Audit Firm. An audit under this Section 6.9 shall be limited to the records and books of account for any Calendar Year ending not more than [***] before the date of the request. The Parties agree that all information subject to review under this Section 6.9 is confidential and that EyePoint shall cause its accounting firm to retain all such information subject to the ...
Financial Audits. During the Audit Period, Contractor shall provide to AOC auditors access at reasonable hours to its personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Contractor obligations under this Agreement, including the audit work papers of Contractor’s auditor to the extent applicable to the Services and obtainable by Contractor, all to the extent relevant to the performance of Contractor’s obligations under this Agreement.
Financial Audits. In addition to the audit requirements contained in Standard Terms, Section P, of this contract, financial audit requirements apply to this contract. These requirements are delineated in the CPSA Provider Financial Guide.
Financial Audits. 38.15.1. The Service Provider shall allow Transnet to fully audit the Service Provider's books and records to the extent necessary to verify any amounts paid or payable in terms of this Agreement. Such auditors shall be provided with full access to such information, books and records as may be necessary to confirm the accuracy of the Service Provider's invoices, documents, and other information supporting such invoices, and any pricing adjustment computations.
Financial Audits. Following the Trust Acquisition Date, the City shall have the right, upon reasonable prior notice to the Tribe, to examine those portions of the financial audits provided by the Tribe to the Commonwealth pursuant to the Compact related to the calculation of Net Gaming Revenue or, if the Compact does not require that the Tribe provide such audits to the Commonwealth, the Tribe at its own expense shall cause an independent CPA to annually furnish to the City no later than 90 days following the end of each fiscal year of the Tribe, the calculation of Net Gaming Revenue for the prior fiscal year. In addition, within 45 days following the end of each fiscal quarter following the Opening Date, the Tribe will provide to the City quarterly unaudited financial statements of the Project related to the calculation of Net Gaming Revenue for each prior fiscal quarter.
