Common use of Audit by BNBQ Clause in Contracts

Audit by BNBQ. If BNBQ is subject to a third party claim relating to a failure by Alibris to pay a Participating Dealer and Alibris fails, upon request, to provide satisfactory records to demonstrate such payments were made BNBQ may cause an audit or inspection to be made of Alibris' books, records and facilities regarding Alibris' payments to such Participating Dealer, provided that the audit or inspection will be conducted by an independent auditing firm selected and engaged by BNBQ, on not less than five (5) days prior notice, during normal business hours, and in such a manner as not to interfere unreasonably with the operations of Alibris' business. BNBQ will not conduct any such audit or inspection more than once in any twelve (12) month period. BNBQ will bear the costs of such independent auditing firm unless either of the following occurs in which case Alibris shall reimburse BNBQ for the costs of such auditing firm and shall, as the case may be, immediately remit corrective payments to applicable Participating Dealers or immediately cure, in not less than five (5) business days, Alibris' breach of its obligations under Section 7.3 if such audit or inspection reveals a deficiency of five percent (5%) or more in the payments made by Alibris to any Participating Dealer individually or collectively.