Records; Audit. The Contractor shall maintain during the term of the contract all books of account, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The Contractor agrees to make available to the City Auditor or the City Auditor’s designee, during normal business hours and in Broward, Miami-Dade or Palm Beach Counties, all books of account, reports, and records relating to this contract. The Contractor shall retain all books of account, reports, and records relating to this contract for the duration of the contract and for three years after the final payment under this Agreement, until all pending audits, investigations or litigation matters relating to the contract are closed, or until expiration of the records retention period prescribed by Florida law or the records retention schedules adopted by the Division of Library and Information Services of the Florida Department of State, whichever is later.
Records; Audit. During the Royalty Term and for five (5) years thereafter, OST shall keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of Licensed Product in sufficient detail to permit Advaxis to confirm the accuracy of payments due hereunder. Advaxis shall have the right, upon thirty (30) days’ prior written notice to OST, to cause an independent, certified international public accounting firm reasonably acceptable to OST to audit such records during OST’s normal business hours with the purpose of confirming the number of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 7.2. An audit under this Section 7.4 shall not occur more than once in any Calendar Year, except in the case of any subsequent “for cause” audit. The accounting firm shall disclose to Advaxis only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Advaxis. The accounting firm shall provide OST with a copy of any disclosures or reports made to Advaxis and OST shall have an opportunity to discuss such disclosures or reports with Advaxis and the accounting firm. Information, disclosures, or reports arising from any such examination shall be Confidential Information of OST subject to the confidentiality and other obligations of Article 10. Prompt adjustments shall be made by the parties to reflect the results of such audit (but in no event later than forty-five (45) days thereafter). Advaxis shall bear the full cost of such audit unless such audit discloses a variance of more than the greater of (x) ten percent (10%) of the payments due under this Agreement or (y) One Million US Dollars ($1,000,000), in which case, OST shall bear the full cost of such audit.
Records; Audit. The Parties shall keep or cause to be kept such records as are required in sufficient detail to track and determine, in a manner consistent with GAAP, the accuracy of calculations of all sums or credits due under this Agreement to accurately account for all Direct Development Costs and all items within the Operating Profit or Loss account. Such records shall be retained for a period of the later of: (i) a [**] period following the year in which any payments were made hereunder, and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [**] per [**] each Party shall have the option to engage, [**], an independent certified public accountant, appointed by the auditing Party and reasonably acceptable to the audited Party, to examine in confidence the books and records of the Party being audited as may be necessary to determine, with respect to any [**], the correctness or completeness of any report or payment required to be made under this Agreement; provided however, that the books and records for any particular [**] shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by the audited Party during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of the audited Party hereunder. If any audit performed under this Section 11.4 (showing the calculation of a reimbursement or payment amount) discloses a variance of more than [**] from the amount of the original report, the audited Party shall bear the full cost of the performance of such audit. Upon the expiration of [**] following the end of any particular [**], the calculation of any such amounts payable with respect to such particular [**] shall be binding and conclusive upon a Party entitled to such audit and the other Party or its Affiliates shall be released from any liability or accountability with respect to such amounts for such [**]. [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.
Records; Audit. Contractor shall maintain books, records, documents and other evidence directly pertinent to performance of services under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the Agreement period and for three (3) years from termination or the date of final payment under this Agreement for inspection by Whitestown or any other authorized representative of Whitestown. Copies thereof, if requested, shall be furnished at no cost to Whitestown.
Records; Audit. Section 18.01 During the Term, and for a period of six (6) years thereafter, the Supplier shall keep (and at the Recipient’s reasonable request, grant the Recipient and its professional advisers access to) complete and accurate records reasonably necessary to verify that (i) the Products have been manufactured in accordance with the requirements set out in this Agreement, and (ii) the Purchase Prices as well as any one-off costs in connection with the implementation of changes according to Section 2.06(b) have been calculated in accordance with this Agreement (the Relevant Records).
Records; Audit. Each Party shall maintain complete and accurate records in sufficient detail in relation to this Agreement to permit the other Party to confirm the accuracy of the amount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestones, and the amount of royalty and other payments under this Agreement. Each Party will keep such books and records for [ * ] following the Calendar Year to which they pertain, or such longer period of time as may be required by Applicable Laws. Upon reasonable prior notice, such records shall be inspected during regular business hours at such place or places where such records are customarily kept by an independent certified public accountant (the “Auditor”) selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits shall be limited to once each Calendar Year and once with respect to records covering any specific period of time. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Party under this Agreement. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be settled within [ * ] after the Auditor’s report. The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment of more than [ * ] by the audited Party, in which case the audited Party shall reimburse the auditing Party for the costs of such audit.
Records; Audit. 13.12.1 All records used or generated under this Agreement are the property of Prudential. As part of the Services, Vendor agrees to keep and maintain all records used or generated under this Agreement as required for Prudential to comply with applicable laws and regulations, in accordance with generally accepted industry standards and Prudential's record retention requirements and Policies as communicated to Vendor from time to time. Vendor further agrees to comply with any record hold orders issued by Prudential requiring preservation of certain records for legal, regulatory or other purposes. Vendor must maintain a system to reasonably safeguard Prudential's records from loss, alteration or destruction. During the Retention Period, Vendor shall store one electronic copy of all such records on computer storage media separate and apart from the original copies and segregated from the records of any other of Vendor's customers. Vendor must provide for reasonably prompt access and hard-copy reproduction of any record so maintained.
Records; Audit. Contractor shall maintain books, records, documents and other evidence directly pertinent to performance of services under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the Agreement period and for three (3) years from the date of final payment under this Agreement for inspection by City or any other authorized representative of the City of Indianapolis, Xxxxxx County, Indiana. Copies thereof, if requested, shall be furnished at no cost to City.
Records; Audit. 12.1 In respect of all Expenses and in respect of Services carried out on a time and materials or a time-spent basis, the Supplier shall maintain such accounts and records as are reasonably necessary for the purpose of enabling Agency to conduct an audit of such Expenses (the “Records”).
Records; Audit. Each Party shall keep all records necessary to confirm compliance with Clauses 29.1.1(ii), and 29.1.2 for a period of five (5) years following the year for which such records apply. If either Party asserts that the other Party is not in compliance with Clauses 29.1.1(ii), or 29.1.2, the Party asserting noncompliance shall send a notice to the other Party indicating the type of noncompliance asserted. After giving such notice, the Party asserting noncompliance may cause an independent auditor to audit the records of the other Party in respect of the asserted noncompliance. The costs of any independent auditor under this Clause 29.3 shall be paid (i) by the Party being audited, if such Party is determined not to be in compliance with Clauses 29.1.1(ii), or 29.1.2, as applicable, and (ii) by the Party requesting the audit, if the Party being audited is determined to be in compliance with Clauses 29.1.1(ii), or 29.1.2 as applicable.
