Accounting and Audit Rights Sample Clauses

Accounting and Audit Rights. Guidance Note for clause 6.1: The nature of the records required to be kept will depend in part on how the Fees are set. If the Fees are based on volume or revenue, it will be necessary for the Licensee to keep and provide 'open books' so that the Licensor can see that the Fees and invoices have been generated appropriately. This will also need to be implemented with any Affiliates of the Licensee and sublicensees. The Licensee will need to manage its own arrangements to ensure it has access to this information.

Accounting and Audit Rights. Each LICENSED PARTY shall maintain complete and accurate books and records, for no less than seven years, relating to the rights and obligations under this AGREEMENT and any amounts payable to JHU. Such books and records shall include information sufficient to permit JHU to confirm the accuracy and completeness of any payments and reports delivered to JHU and compliance in all other respects with this AGREEMENT. Upon 14 days’ notice, a LICENSED PARTY shall make such books and records available for inspection by JHU or its designee (provided that such designee has signed a confidentiality agreement with terms consistent with those in Article 6 of this Agreement) during normal business hours, to verify any reports, accuracy and completeness of payments and/or compliance with this AGREEMENT. In the event the inspections shows an underpayment to JHU of 5% or more for any quarter during the period examined, LICENSEE shall bear the full cost of the inspection, which shall be due and payable (along with past due ROYALTY, ROYALTY shortfall and other payment amounts plus interest per Section 4.18 from the date that such payments should have been made to JHU) within thirty (30) days of receiving notice from JHU of the inspection results. JHU may exercise this inspection right not more than annually, unless prior inspections show consistent underpayment of 10% or more (in which case JHU may conduct follow up inspections at its discretion).

Accounting and Audit Rights. The Reseller shall keep and maintain --------------------------- full and accurate books of account and records covering all Software Copies duplicated by Reseller pursuant to Section 2 above. LA or its designees shall be entitled, at its expense, to audit and inspect such books and records on a quarterly basis during or after the License Term during reasonable business hours and in each case upon five business (5) days prior written notice to the Reseller, and make copies and summaries of such books and records. All such books of account and records shall be retained by the Reseller for a minimum of seven (7) years after expiration or termination of this Agreement. If LA or its duly authorized representative discovers a deficiency in the payments to LA pursuant to any statement in the period under audit (an "Audit Deficiency"), the Reseller shall promptly pay such Audit Deficiency to LA and, if such Audit Deficiency is three percent (3%) or more of the payments made to LA pursuant to any statement in such audit period, the Reseller shall promptly pay all costs and expenses incurred by LA in connection with such audit. If such Audit Deficiency is twenty percent (20%) or more of the amounts paid to LA pursuant to any statement in the period under audit, then in addition to the above, LA may, at its sole option, immediately terminate the Agreement upon written notice to the Reseller, even if the Reseller tenders the Audit Deficiency and associated costs and expenses to LA.

Accounting and Audit Rights. (a) The School must keep proper, accurate and complete books and records relating to: (i) the Transaction Fees payable to Parashift under this Agreement; and (ii) Transactions entered into with End Users. (b) The School's books and records kept under clause 6(a) must contain such information as is necessary to enable the amounts due and payable to Parashift to be readily identified and audited, together with the School’s compliance with this agreement. (c) At Parashift's written request, the School will, within 14 days, make available to Parashift (or its nominee) during normal business hours the books and records referred to in clause 6(a) and will permit those books and records to be examined by Parashift (or its nominee). (d) To the extent that the audit discloses a discrepancy in the amount of Transaction Fees paid or payable to Parashift, the parties agree to remedy that discrepancy within 30 days of the discrepancy being identified.

Accounting and Audit Rights. Without limiting the obligations of BLE in the Master Agreement (including, without limitation, Section 10(q) thereof), during the Concessionary Period, (a) BLE shall provide to Cargill copies of all financial statements, financial forecasts, financial models, business plans, material correspondence, and operations reports (“Information”) furnished by BLE or its representatives to its other lenders and trade creditors, (b) BLE shall furnish the Information to Cargill at the same time such Information is furnished to BLE’s other lenders and trade creditors, (c) BLE shall from time to time provide Cargill with such financial information and copies of relevant forbearance and stand-still agreements as Cargill may request and (d) Cargill and its accounting firm shall have the right, from time to time and at Cargill’s expense, to audit BLE’s books, records, and financial statements.

Accounting and Audit Rights. 1Record keeping

Accounting and Audit Rights. Licensee shall at all times keep an accurate account of all operations and transactions within the scope of this Agreement. Within 30 days after the end of each quarter, Licensee shall give to LS&CO.: a statement presenting (i) a listing of each retailer to which Licensee sold Products in such period and the sales to each such retailer in such period expressed in both units of each Product sold and aggregate Net Sales for each Product sold and (ii) aggregate gross sales, aggregate trade discounts, aggregate merchandise returns and aggregate Net Sales of all sales of Products by product category. These statements shall be in sufficient detail to be audited from the books of the Licensee and shall be certified by the chief financial officer of Licensee. No later than 45 days after the end of Licensee's fiscal year, Licenses shall give to LS&CO.: (i) a statement, certified by the chief financial officer of License a, showing aggregate gross sales, aggregate trade discounts, aggregate merchandise returns and aggregate Net Sales of Products made by Licensee and (ii) copies of Licensee's audited balance sheet, income statement, statement of cash flows and statement of stockholders' equity, and the notes to those statement as of the year end and for the twelve-month period then ended. During the term of this Agreement and for a period of three (3) years after its termination or expiration, LS&CO. or its agents, at LS&CO.'s sole expense, may inspect and audit all the books of account of Licensee relating to performance by Licensee of its obligations under this Agreement, including, without limitation, those relating to computation of Net Sales.

Accounting and Audit Rights. HOLDCO shall keep and maintain full --------------------------- and accurate books of account and records covering all transactions relating to the calculation of the Royalties. LOOKSMART or its designees shall be entitled to audit and inspect such books and records on a quarterly basis during or after the term of this Agreement during reasonable business hours and in each case upon five (5) days prior written notice to HOLDCO, and make copies and summaries of such books and records. All such books of account and records shall be retained by HOLDCO for a minimum of two (2) years after expiration or termination of this Agreement. If LOOKSMART or its duly authorized representative discovers a deficiency in the Royalties paid to LOOKSMART pursuant to any Royalty statement in the period under audit (an "Audit Deficiency"), HOLDCO shall promptly pay such Audit Deficiency to LOOKSMART and, if such Audit Deficiency is five percent (5%) or more of the Royalties paid to LOOKSMART pursuant to any Royalty statement in such audit period, HOLDCO shall promptly pay the reasonable, out-of-pocket costs and expenses incurred by LOOKSMART in connection with such audit.

Accounting and Audit Rights. Bruush shall maintain complete and accurate books and records concerning any sales and distribution of its products and services to the extent necessary to verify its Royalty obligations to Furnishing Company hereunder (“Books and Records”). A certified public accountant (“Auditor”) on Furnishing Company’s behalf, at Furnishing Company’s cost, may examine and make copies of Bruush’s Books and Records solely for the purpose of verifying the accuracy of Royalty payments and statements sent to Furnishing Company hereunder and subject to such Auditor signing an appropriate mutually agreeable confidentiality agreement that prohibits any disclosure of any information including copies of Books and Records derived from any audit other than to Furnishing Company, Talent or their respective advisors or representatives, as required by law or court order or to enforce the terms of this Agreement. Any such audit shall be conducted reasonably in a manner so as to not disrupt Bruush’s other functions and shall take place at Bruush’s office where such Books and Records are kept, during regular business hours and upon reasonable advance written notice of no less than thirty (30) days. Furnishing Company shall not conduct any audit more frequently than once a year. Bruush will maintain such Books and Records for each quarterly accounting period, and Furnishing Company’s audit rights shall expire, two (2) years following the receipt by Furnishing Company and its designated representative of the applicable statement. Bruush shall promptly make all undisputed underpayments of Royalties revealed by an audit. Auditor will furnish a copy of its audit report to Bruush no later than thirty (30) days following completion of the audit.