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Audit Rights | Distributor shall make these records available for audit by Cisco upon [*****] prior written notice, during regular business hours, at Distributor's principal place of business or such other of Distributor's locations where Distributor may maintain relevant records. [*****]. |
Audit Rights | An accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report. |
Audit Rights | ISO will, at any and all reasonable times, permit SERVICERS’ employees, agents and/or auditors to inspect ISO’s books and records at SERVICERS’ expense prior request and notice and if for a particular need. |
Audit Rights | Upon reasonable notice to Distributor, Distributor shall make such books and records available to Developer, at Distributor's place of business during normal business hours, to audit the payments being made by Distributor hereunder. |
Audit Rights | In addition, Co-Host agrees to allow NAI's independent auditors to audit and analyze appropriate accounting records of Co-Host from time to time (but not more than one every six (6) months) to ensure compliance with all terms of this Agreement. |
Audit Rights | MBE shall, at any time during the term of this Agreement, be entitled to audit all such records upon ten (10) days written notice to the Company, in order to confirm the accuracy of such records and conformance with the terms and conditions of this Agreement; provided, however, that no more than one (1) such audit may be conducted in any -------- ------- ninety (90)-day period. |
Audit Rights | Each of the Parties may, at its own expense, audit the other Party’s compliance with this Agreement, including but not limited to, auditing the other Party’s representations and warranties. |
Audit Rights | Upon reasonable prior written notice to Operator, Owner shall have the right during normal business hours to audit or examine all books and records of Operator to the extent they relate to Operator’s performance hereunder as well as the relevant books of account of Operator’s contractors, relating to the performance of Operator’s obligations under this Agreement. |
Audit Rights | Within twelve (12) months after the date this Agreement has been terminated by the parties, ALFA AESAR may engage an independent certified public accounting firm reasonably acceptable to NTC to audit the NTC invoices and accounting records pertaining to those customers identified as referrals under Section 6.1 at NTC’s offices during normal business hours by providing thirty (30) days advance notice of such audit for the purpose of determining the accuracy of the commissions paid or payable to ALFA AESAR hereunder. |
Audit Rights | Accurate and complete books of account of the transactions of the Venture will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Member. |
Audit Rights | CERES shall allow an independent auditor, reasonably acceptable to CERES, appointed by and paid for by IGER to inspect the records of CERES and any AFFILIATED COMPANY pertaining to the LICENSED VARIETY for the exclusive purpose of verifying the accuracy of the reports provided. |
Audit Rights | Zogenix will have the right, upon reasonable prior written notice and during Distributor’s regular business hours, to audit Distributor’s and its Affiliates’ books and records by an independent certified public accounting firm of recognized international standing, and Distributor shall ensure that Zogenix has the right to audit its Sub-distributors’ and subcontractors’ books and records, to investigation potential violations of any of the representations, warranties or covenants in this Section 10.2, the FCPA or other Applicable Laws or Distributor’s compliance policies. |
Audit Rights | PB shall (a) provide SFJ with quarterly unaudited financial statements and annual audited financial statements (the “PB Financial Statements”) promptly following the availability thereof (and no later than the date filed with the SEC) and provide to SFJ on a quarterly basis concurrently with the applicable PB Financial Statements [***], (b) promptly notify SFJ of achieving the Successful Phase 3 Interim Analysis and the Phase 3 Success Criteria, and (c) on or prior to the end of each [***] during the Term [***]. |
Audit Rights | Franchisee shall fully cooperate with Pretzel Time's representatives and independent accountants hired by Pretzel Time to conduct any such inspection or audit. |
Audit Rights | Upon commercially reasonable notice (to be provided not less than [...***...] days in advance) and during Miltenyi’s normal business hours, but not more often than once every [...***...] months, except for cause, during the Term of this Agreement, Bellicum or Bellicum’s Licensees duly authorized agents, representatives or designees may inspect those portions of Miltenyi’s Facilities that are used to manufacture, store or conduct testing of Miltenyi Products to determine compliance with Agreed Standards, Applicable Laws and the applicable Quality Agreement. |
Audit Rights | Upon termination or expiration of this Agreement, Calm (at its sole expense) may engage a third party to audit XSPA’s inventory of any and all Product Collateral then on hand at each Store and XSPA shall promptly return or dispose of such inventory as instructed by Calm at Calm’s sole expense. |
Audit Rights | The inspections may be conducted without prior notice at any time when the Franchisee or any one of its responsible employees or representatives is at the Franchised Restaurant. |
Audit Rights | The Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance. |
Audit Rights | From time to time, each Party shall have the right to have its own internal or external auditors review the books and records of the Joint Venture. |
Audit Rights | Reports on all material Subcontractors for the Manufacturer’s Products will be made available to Manufacturer upon request. |
Audit Rights | Any such inspection will be conducted in a manner that does not unreasonably interfere with i-Escrow's business activities and with no less than fifteen (15) days notice. |
Audit Rights | HEMISPHERX shall permit SCIEN or its agent, at SCIENs' expense, to conduct periodic audits of HEMISPHERX's Quality System and Manufacturing records relating to HEMISPHERX's performance under this Agreement. |
Audit Rights | The schedule will be provided in accordance with the requirements established in Subcontractor’s Auditing procedure. |
Audit Rights | During such audits, the auditing Party shall have the right to take extracts and/or make copies of the audited Party’s records as it deems necessary |
Audit Rights | IntriCon must make all such records available for inspection, copying and audit by an independent auditor appointed by Dynamic Hearing (and to which IntriCon has no reasonable objection) during ordinary business hours at any time during the Term and for a period of one year following the expiration or earlier termination of this Agreement, provided that: <omitted> such audit must be at Dynamic Hearing’s expense unless the auditor finds an underpayment royalty due under this Agreement in excess of 5% in which case IntriCon must reimburse Dynamic Hearing’s reasonable cost of such audit; |
Audit Rights | Upon reasonable notice, Manufacturer may review at any time routine reports relating to all nonconforming materials identified by Subcontractor during the manufacture or inspection of the Manufacturer’s Products. |
Audit Rights | For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times. |
Audit Rights | AT&T’s access to the records and other supporting documentation shall include the right to inspect and photocopy Vendor’s documentation and the documentation of its Subcontractors as provided to Vendor, and the right to retain copies thereof outside of their physical location with appropriate safeguards, if such retention is deemed reasonably necessary by AT&T and only to the extent that all such records are maintained by AT&T in accordance with Section 3.16 hereof. |
Audit Rights | Each Party will bear all costs and expenses it incurs in connection with preparing for, conducting, or complying with any such audit including, in the case of the auditing Party, the costs and expenses of conducting the audit. |
Audit Rights | The Custodian will give the Servicer access to the Receivable Files and, on request of the Servicer, the Custodian will promptly release any document in the Receivable Files to the Servicer for purposes of servicing the Receivables. |
Audit Rights | We may access the information system in the Franchised Restaurant or from other locations. |
Audit Rights | VS shall cooperate with any internal reviews or audits by PPD or Sponsor (or its and their representatives) and shall make available for examination and duplication, during normal business hours and at mutually agreeable times, all documentation, data and information relating to this Agreement or any Work Order. |
Audit Rights | Supplier shall provide a copy of the latest operational audit for facilities not managed by Bank of America that are used to provide services under this Agreement. |
Audit Rights | MediWound shall use commercially reasonable efforts to procure the right for Vericel to have the same inspection rights described in this Section 3.4 at the premises of any such subcontractor, and if unable to procure such rights, shall carry out such audits itself and shall report its non-confidential findings to Vericel. |
Audit Rights | Upon reasonable written request of Bioeq, and no more than once during a given calendar year, Licensee shall make all records reasonably necessary to verify the accuracy of its quarterly reports pursuant to Section 7.3.2 available for inspection by an independent auditor of an internationally recognized auditing firm during Licensee’s standard business hours. Such audit shall be for the purpose of ensuring Licensee’s compliance with its payment obligations hereunder only. |
Audit Rights | The Repairer or its agent shall have the right to inspect the Advanced Pool Stock and to audit any records relating thereto at any reasonable time upon giving prior written notice to the Company. |
Audit Rights | Party B shall have a right to obtain copies of all of the Joint Venture Company's accounting books and other documents at their own expense but the originals thereof shall be left in the care of Party A. |
Audit Rights | Any new facility proposed to be used by Qualigen in manufacturing any Product shall be subject to a new and separate audit by Sekisui personnel in accordance with Quality Systems Regulations (QSR), as well as ISO 13485. |
Audit Rights | If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers. |
Audit Rights | MA shall keep accurate records of the sales of the Technology and Maintenance, including Client Registration Cards and shall make these records available for review by a representative of Company within ten (10) business days following the end of each month. |
Audit Rights | During any visit, MD Anderson and Principal Investigator shall reasonably cooperate with Adaptimmune and will use reasonably efforts to promptly provide any reasonably Study Records or Study information requested by Adaptimmune in accordance with this Section. |
Audit Rights | Any such audit shall be conducted by an independent certified public accounting firm which is not engaged in performing other work for World Book or its affiliates; which agrees to enter into a confidentiality agreement with HSWI; and which is not compensated in any manner of contingency arrangements on the basis of its findings. |
Audit Rights | In connection with such reviews, Manufacturer shall reasonably assist in the completion of an environmental health and safety survey of Manufacturer or the scheduling of an environmental health and safety audit of the Facility, as applicable, in each case with respect to the Products. |
Audit Rights | Client may, upon no less than thirty (30) days prior written notice to Intuit, cause an independent Certified Public Accountant to inspect all relevant records of Intuit upon which the calculation of Impressions under the Usage Reports are based during Client's normal business hours. |
Audit Rights | With respect to AT&T requests for audits or inspections of Vendor’s Subcontractors, the following applies: |
Audit Rights | 5.1.4 Verify and evaluate information relating to the utilization of the Manufacturing capacity of Sutro’s Facilities or its subcontractor’s Facilities; |
Audit Rights | The rights set forth in this Section 17.4(b) may not be exercised by an auditing Party more frequently than one (1) time in any twelve (12)-month period. |
Audit Rights | If we conduct an inspection because you did not timely provide sales reports to us, or if an inspection discloses that you understated your sales, in any report to us (and/or underpaid your royalties), by three percent (3%) or more, or if you did not maintain and/or provide us with access to your records, then you agree (in addition to paying us the overdue amount and interest) to reimburse us for any and all costs and expenses we incur in connection with the inspection (including travel, lodging and wages expenses, and reasonable accounting and legal costs). |
Audit Rights | The Sub-Advisor shall provide to Oaktree US promptly upon request any information available in the records maintained by the Sub-Advisor relating to the Funds in such form as Oaktree US shall request. |
Audit Rights | During the Record Retention Period, ENERGOUS may appoint a mutually agreed independent, internationally recognized third-party certified auditor who will have the right to inspect and copy the Records upon reasonable prior notice, and DIALOG will (and will cause its Affiliates to) allow necessary access including, as applicable, to its premises where such Records are located. ENERGOUS may exercise such right to this independent-third party audit no more than one time per calendar year and each such audit will be conducted during normal business hours. |
Audit Rights | Each Party, at its own expense, and upon reasonable advance notice to the relevant Maintenance Authorities, shall have the right to inspect from time to time the operation and maintenance of any part of TAT-14 and to obtain copies of the maintenance records. |
Audit Rights | Not more than once per Fiscal Year or as otherwise agreed by the Parties, and subject to the terms of the applicable agreement between Zogenix and its Third Party manufacturers, Zogenix shall, at Distributor’s request, conduct GMP audits of the Third Party manufacturers and, if applicable, exercise such other audit rights that Zogenix may have under such agreements, and shall disclose to Distributor the results of such audits. |
Audit Rights | AT&T may inspect and inventory the material furnished by AT&T under this Agreement during Vendor’s normal business hours. |
Audit Rights | Provide AIRSOPURE and its representatives with unlimited access to FRANCHISEE'S offices or its AIRSOPURE Center (personal residence excluded), including Your books, computer system (for sales and products only, unless we are auditing You) and records of the Franchise, during normal business hours for purposes of conducting inspections to fully examine and evaluate Your methods of doing business, including interviews with Your employees and customers |
Audit Rights | The accounting firm will execute a reasonable written confidentiality agreement with the audited Party and will disclose to the auditing Party only such information as is reasonably necessary to provide the auditing Party with information regarding any actual or potential discrepancies between the amounts actually paid and the amounts payable under this Agreement. |
Audit Rights | Inspections conducted under this Section 7.4 shall be at the expense of Array, unless a variation or error producing an underpayment in amounts payable exceeding [ * ] of the amount paid for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and any unpaid amounts that are discovered shall be paid by Ono, together with interest on such unpaid amounts at the rate set forth in Section 7.1 above. |
Audit Rights | . An Audit Report shall become final and binding on the Parties thirty (30) days following MMT’s receipt thereof, unless MMT delivers written notice of its agreement thereto (in which case such Audit Report shall become final and binding on the date of delivery of such notice of agreement) or written notice of its disagreement thereto (“Notice of Disagreement”) to SIGA in either case on or prior to such date. |
Audit Rights | Bank of America may review and Inspect any record of system activity or Confidential Information handling upon reasonable prior notice. |
Audit Rights | All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith. |
Audit Rights | The costs of any audit of Operator’s books or records shall be borne by Owner absent manifest error. |
Audit Rights | No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (“Access Rights”) |
Audit Rights | During the retention period, documentation shall be available for inspection by HEMISPHERX, its authorized agents and authorized government agencies. |
Audit Rights | Merchant shall make its books and records available to Purchaser at all times |
Audit Rights | (i) If Vendor’s agreement with its applicable Subcontractor permits an AT&T Audit, AT&T shall be permitted to conduct such audit directly or through a third party representative. Vendor shall work with AT&T in facilitating the Subcontractor’s cooperation for an expeditious and thorough audit or inspection. |
Audit Rights | (iii) general controls and security practices and procedures; |
Audit Rights | We shall have the right at all times to access the information system and to retrieve, analyze, download and use all software, data and files stored or used on the information system. |
Audit Rights | The Franchisee agrees to keep complete records of the business and shall furnish BKC with monthly and fiscal year-to-date profit and loss statements for the Franchised Restaurant in the format prescribed by BKC. |
Audit Rights | You will permit us to inspect your books and records at all reasonable times. |
Audit Rights | SCIEN will make every reasonable effort to accommodate the special circumstances that may arise pursuant to “for cause” audits. |
Audit Rights | It is understood that the foregoing audit rights shall include the right to have the Auditor verify Ono’s compliance (and the compliance of its Affiliates and Sublicensees) with the above requirements. |
Audit Rights | Company’s audit: at any time during the Term, the Repairer may: (i) audit the management and the performance of the Company’s maintenance activities which are still under Company’sresponsibility; and/or, (ii) arrange for operational visits, in order to check that the Company complies with its obligations under this Agreement; and/or, (iii) investigate in any place, with the assistance of the Company, the causes of any abnormal removal or failure rate of any Itemand/or Abnormal Use. |
Audit Rights | If we request in writing, you agree that your financial institution is authorized to send us a monthly statement of all activity in the designated account (and such other reports of the activity in the operating account as we reasonably request) at the same time as it sends such statements to you. |
Audit Rights | (iv) the integrity of Vendor’s systems that process, store, support, maintain, and transmit AT&T data; |
Audit Rights | MMT will require its sublicensees to provide to it a report detailing the foregoing expenses and calculations incurred or made by such sublicensee, which report will be made available to SIGA in connection with any audit conducted by SIGA pursuant to Section 6.5. |
Audit Rights | Upon reasonable prior written notice, Distributor shall permit an independent, certified public accountant selected by Zogenix and reasonably acceptable to Distributor, which acceptance will not be unreasonably withheld or delayed, to audit or inspect those books or records of Distributor and its Affiliates and Sub-distributors that relate to Net Sales for the sole purpose of verifying: (a) the payments due hereunder and payments due under the Supply Agreement; (b) the withholding taxes, if any, required by Applicable Laws to be withheld; and (c) Distributor’s compliance with Sections 10.1 and 10.2. Such accountant will disclose to Zogenix only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement or the Supply Agreement, and will send a copy of the report to Distributor at the same time it is sent to Zogenix. Prompt adjustments (including <omitted> interest under Section 7.6 for underpaid amounts) shall be made by the Parties to reflect the results of such audit. |
Audit Rights | AT&T Audits may be conducted once a year (or more frequently if requested by governmental authorities who regulate AT&T’s business, if required by applicable Law or if auditors require follow-up access to complete audit inquiries or if an audit uncovers any problems or deficiencies), upon at least ten (10) business days advance notice (unless otherwise mandated by Law) and during business hours. Vendor will cooperate, and will ensure that its Subcontractors cooperate, in the AT&T Audits, and will make the information reasonably required to conduct the AT&T Audits available on a timely basis. |
Audit Rights | Said examination shall be at WLI's sole cost and expense during normal business hours and upon reasonable notice, and may not be conducted more than once annually; provided, however, -------- ------- that if such audit reveals an underpayment by Power2Ship of more than 10% for the period audited, Power2Ship shall pay WLI's actual costs and expenses for performing such audit. |
Audit Rights | HSNS agrees to allow E.piphany, directly or indirectly, to audit HSNS's business records as kept by HSNS in its normal course of business to ensure compliance with the terms and conditions of this Agreement. |
Audit Rights | Subcontractor agrees to provide Manufacturer, at Manufacturer’s expense and reasonable request and during ordinary business hours, access to, and copies of, such records, books and all other documents and materials in the possession and under the control of Subcontractor relating to or pertaining to the subject matter of this Agreement; including, but not limited to, the following: |
Audit Rights | For routine visits and audits, PNC will provide [***] if facilities located in the US and with [***] if facilities are located [***], provided that such examination will be conducted during Supplier’s normal business hours and in such a manner as to reasonably minimize disruption to Supplier’s business, unless food safety is at issue, in which case such examination may be conducted at any time. |
Audit Rights | (ii) that the Work charged for was actually performed; |
Audit Rights | Datec must give, and must ensure that its Subcontractors give, BSP and their Personnel, (including internal and external auditors and advisers) full access at all reasonable times and on reasonable notice to: |
Audit Rights | 5.1.6 Evaluate the implementation of all Manufacturing and process changes made with respect to the Product, including pursuant to any corrective action plan; and |
Audit Rights | All such records shall be subject to inspection by an independent auditor designated by CERES and reasonably acceptable to IGER within normal business hours with at least fourteen (14) days notice. |
Audit Rights | CARDAX has the right, upon reasonable prior notice and during normal business hours, to inspect and examine such Records. |
Audit Rights | Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia’s sole cost and expense. |
Audit Rights | Reseller agrees to allow Diversinet or its agents and representatives the right to examine and audit such books, records and accounts during Reseller’s normal business hours for no more than once per calendar quarter upon reasonable notice. |
Audit Rights | Customer or its representatives, including its external auditors, may audit such Records of Manufacturer, including all Records related to Manufacturer’s compliance with applicable Laws, at any time during the Term of this Agreement or applicable Facility Addendum or the Record Retention Period, during normal business hours and upon reasonable advance written notice to Manufacturer (but in no event more than one (1) time per year except “for cause”). |
Audit Rights | The cost of any such audits by the Company’s representative(s) shall be borne by the Company unless if, as a result of that audit, the Repairer is found to be in Default, in which cases the cost of such audit will be borne by the Repairer. |
Audit Rights | The scope of AT&T Audits shall also include: |
Audit Rights | During the 18-month period following the payment by one Party of any amount due under this Agreement to the other Party, the Party receiving payment (the "Auditing Party") shall have the right, at its own expense, to have an independent "Big Five" accounting firm (the "Auditor") audit the financial records of the other Party (the "Audited Party") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. |
Audit Rights | The fees charged by such Certified Public Accountant in connection with the inspection will be paid by Excite unless the payments made to Excite are determined to have been less than ninety percent (90%) of the payment owed to Excite, in which case Sponsor will be responsible for the payment of the reasonable fees for such inspection. |
Audit Rights | The Company shall provide full access to enable the Repairer to conduct periodic inventory inspection of the Advanced Pool Stock. |
Audit Rights | University will provide ArTara and CRO the opportunity to examine the originals of medical records and supporting records for the Program Data at the University during normal business hours and at mutually agreeable times. |
Audit Rights | For avoidance of doubt, all audits under this Section shall be conducted solely by an independent public accountant as described in the foregoing sentence. |
Audit Rights | Any such audit will be conducted in a manner that does not unreasonably interfere with IAC’s business activities. |
Audit Rights | (b) from time to time consult with PPI’s representatives for the purpose of assessing the state of the market in each country of the Territory and permit representatives of PPI, on reasonable prior notice, to inspect any premises or documents used in connection with the marketing, distribution and sale of the Products; |
Audit Rights | During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving <omitted> payment (the "Auditing Party") shall have the right to have an independent third party (the "Auditor") audit the financial records of the other party (the "Audited Party") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. |
Audit Rights | Upon 30 days prior written notice, such records shall be made available by the audited party for audit by an independent certified public accounting firm designated by the other party and reasonably acceptable to the party whose records are to be examined. |
Audit Rights | (iii) that the Services have been and are being provided in accordance with this Agreement; |