Audit and Examination Sample Clauses

Audit and Examination. LendingTree shall have the right, twice each calendar year, at its expense, to have the records or reports rendered by CNBC.▇▇▇ ▇▇▇ing the previous 12 months audited by independent certified public accountants (an "Audit"), and each party agrees to cooperate with such accountants in conducting such Audit. All out-of-pocket costs and expenses incurred by CNBC.▇▇▇ ▇▇ connection with the Audit shall be reimbursed by LendingTree. Notwithstanding the foregoing, if as of the result of any Audit, it is determined that the Click-Through Fee determined by CNBC.▇▇▇ ▇▇▇eunder for any calendar quarter during the period covered by the Audit exceeds by five percent (5%) or more the amount of such Click-Through Fee actually payable according to the terms hereof during such calendar quarter within such period, then CNBC.▇▇▇ ▇▇▇ll reimburse LendingTree for all reasonable out-of-pocket costs and expenses incurred by it in connection with such Audit. In any event, CNBC.▇▇▇ ▇▇▇ll immediately refund to LendingTree the amount of such overpayment established by the audit to the extent actually paid by LendingTree, together with interest calculated at an interest rate per annum equal to the Wall Street Journal Prime plus two (2%) from the date the deficient amount should have been paid until the date of payment.

Audit and Examination. During the Term and for a period of no more than one year thereafter, Client may, upon reasonable advance written notice, request an independent audit to verify the accuracy of Premise Health invoices submitted to Client pursuant to this Agreement. Client may select a reputable independent financial auditor (individually and collectively the “Client Auditors”). Premise Health shall provide access to Premise Health premises, systems, and documentation as Client Auditor may reasonably request. Notwithstanding anything to the contrary set forth above, a Client will not compensate an auditor fully or partially by a contingency fee arrangement based in whole or in part on what savings the person or entity can gather for Client, and Premise Health will not approve that arrangement as a Client Auditor for purposes of this Agreement.

Audit and Examination. Each party shall permit the other (or a designee thereof) at any reasonable time, with prior written notice, to conduct an inspection or audit of such other party’s records relative to the Agreement, at the expense of the auditing party and at all times subject to the confidentiality obligations set forth herein. Such audit and inspection shall not be undertaken more frequently than once in any calendar year, unless and to the extent that there is reasonable cause to believe a material breach of this Agreement has occurred.

Audit and Examination. Upon request, CITY’s authorized representatives shall be provided with access and shall have the right to examine all financial records, documents, facilities, and activities related to GRANTEE’s performance of this Agreement and to the receipt and expenditure of the Grant Award. Failure to comply with the request for audit, or a lack of documentation and records, may cause termination of this agreement (See Section 17). Termination of this agreement for failure to comply will require all unused or disallowed funds provided to GRANTEE to be refunded to the CITY.

Audit and Examination. Pipeline shall have the right during normal business hours to audit or examine all books and records maintained by the Manager, including support for costs charged by the Manager's contractors, relating to the operation of Pipeline. The right to conduct an audit or examination shall include the right to meet with the Manager's internal and independent auditors to discuss matters relevant to the audit or examination. Pipeline shall have the right to conduct one (1) audit of the Manager's records for any twelve (12) month period.

Audit and Examination. In addition to the audit responsibilities assigned by the Partnership Agreement to the Audit Committee, any Partner(s), the Partnership or their designated representatives (including in the case of the Partnership representatives from each Partner), after fifteen (15) Days' notice in writing to Operator, shall have the right during normal business hours to audit or examine, at the expense of the Person (Partner(s) or Partnership) conducting the audit or examination, all books and records maintained by the Operator as well as the relevant books of account of Operator's contractors relating to the design, construction, operation, maintenance, and administration of the Facilities, provided, however, that the total number of full audits commenced in any Year shall not exceed two. Such right shall include the right to meet with Operator's internal and independent auditors to discuss matters relevant to the audit or examination. Partnership shall have two (2) Years after the close of a Year in which to make an audit of Operator's records for such Year; provided, however, that any audits relating to construction costs may be made up to twenty-four (24) Months after the Completion Date. Absent fraud or intentional concealment or misrepresentation by Operator or its employees, and except for any adjustments which may arise from FERC compliance audits, Operator shall neither be required nor permitted to adjust any item unless a claim therefor is presented or adjustment is initiated within two (2) Years after the close of the Year in which the cost was incurred, and in the absence of such timely claims or adjustments, the costs incurred shall be conclusively established as correct; provided, however, this shall not prevent adjustment resulting from physical inventory of the Facilities and other property or audit adjustments relating to construction costs incurred during the construction phase as set forth in this Section 5.5.

Audit and Examination. (a) To the extent necessary to verify the accuracy of any statement, invoice, charge or computation made under this Agreement, each Party shall have the right, at its cost, to interview representatives of the other Party and to examine the books and records maintained by such other Party relating to this Agreement, including support for costs charged by the Party’s third party contractors, relating to the performance of the relevant Services, during normal business hours and upon reasonable notice to the other Party; provided that each Party has the right to redact from the records subject to examination of any portions thereof as necessary to comply with such Party’s confidentiality obligations. Such audit must be commenced within 12 Months of receiving said statement, invoice, charge or computation made under this Agreement and will take place at a location mutually agreeable to the Parties. All records subject to audit hereunder shall be caused to be retained for no less than two calendar years after their creation. If any such examination establishes any inaccuracy in any billing made prior to such examination, the necessary adjustments to such ▇▇▇▇▇▇▇▇ will be made promptly without any interest charge. (b) Absent fraud or intentional concealment or misrepresentation by the relevant Party, such Party shall neither be required nor permitted to adjust any Expenditure incurred by such Party during a Fiscal Year unless a claim therefor is presented or adjustment is initiated within the 12 Months following such Fiscal Year, and in the absence of such timely claims or adjustments, the books and records rendered by the Westlake Parties shall be conclusively established as correct. If a Party has commenced an audit within the period referenced in Section 8.5(a) but has been unable to complete the audit within such period despite its good faith efforts to do so, then such Party may request a reasonable extension of time to complete the audit and such request will not be unreasonably denied by the other Party.

Audit and Examination. 27.1 This Agreement, the Construction Manager’s performance, and all payments hereunder shall be subject to audit and examination during normal business hours from time to time by the DDCM and by the Comptroller of CUCF in accordance with Law at a location within the City of New York selected by the Director.

Audit and Examination. (a) MLP shall have the right to review all source documentation concerning the liabilities, costs, and expenses allocated to MLP and/or the Partnership Group hereunder upon reasonable notice and during regular business hours. If any such examination establishes any inaccuracy in any billing made prior to such examination, the necessary adjustments to such ▇▇▇▇▇▇▇▇ will be made promptly without any interest charge. If any information provided to or reviewed by MLP under this Section 4.4(a) is confidential, the parties shall execute a mutually acceptable confidentiality agreement prior to such inspection or audit. (b) Absent fraud or intentional concealment or misrepresentation by the relevant Party, a Party shall neither be required nor permitted to adjust any Expenditure incurred by such Party during a Fiscal Year unless a claim therefor is presented or adjustment is initiated within the 12 Months following such Fiscal Year, and in the absence of such timely claims or adjustments, the books and records rendered by Antero shall be conclusively established as correct. If MLP has commenced an audit within the period referenced in Section 4.4(a) but has been unable to complete the audit within such period despite its good faith efforts to do so, then MLP shall be entitled to a reasonable extension of time to complete the audit.