Auditing Rights Sample Clauses
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Auditing Rights. 34.1 Construction Contractor shall keep all records and supporting documentation which concern or relate to the Work hereunder for a minimum of three (3) years from the date of termination of this Contract or the date the Project is completed, whichever is later or such longer period of time as may be required by law. Construction Contractor shall require all of its subcontractors to likewise retain all of their Project records and supporting documentation. Owner, and any duly authorized agents or representatives of Owner, shall be provided access to all such records and supporting documentation at any and all times during normal business hours upon request by Owner. Further, Owner, and any duly authorized agents or representatives of Owner, shall have the right to audit, inspect and copy all of Construction Contractor’s and any subcontractor’s Project records and documentation as often as they deem necessary and Construction Contractor shall cooperate in any audit, inspection, or copying of the documents. These access, inspection, copying and auditing rights shall survive the termination of this Contract.
34.2 If at any time, Owner conducts such an audit of Construction Contractor’s records and documentation and finds that Construction Contractor overcharged Owner, Construction Contractor shall pay to Owner the Overcharged Amount which is defined as the total aggregate overcharged amount together with interest thereon (such interest to be established at the rate of 12% annum). If the Overcharged Amount is equal to or greater than $10,000.00, Construction Contractor shall pay to Owner the Overcharged Amount and the Audit Amount which is defined as the total aggregate of Owner’s reasonable audit costs incurred as a result of its audit of Construction Contractor. Owner may recover the Overcharged Amount and the Audit Amount, as applicable, from any amount due or owing Construction Contractor with regard to the Project or under any other agreement between Construction Contractor and Owner. If such amounts owed Construction Contractor are insufficient to cover the Overcharged Amount and Audit Amount, as applicable, then Construction Contractor hereby acknowledges and agrees that it shall pay such remaining amounts to Owner within seven (7) business days of its receipt of Owner’s invoice for such remaining amounts. In no event shall the Overcharged Amount or the Audit Amount be deemed a reimbursable Cost of the Work.
34.3 This Article 34, including all access, ...
Auditing Rights. Each Party shall maintain complete, clear and accurate records --------------- of all expenses, revenues, fees, transactions and related documentation (including agreements) in connection with the performance of this Agreement ("Records"). All such Records shall be maintained for a minimum of five (5) years following termination of this Agreement. For the sole purpose of ensuring compliance with this Agreement, each Party shall have the right, at its expense, to direct an independent certified public accounting firm subject to strict confidentiality restrictions to conduct a reasonable and necessary copying and inspection of portions of the Records of the other Party which are directly related to amounts payable to the Party requesting the audit pursuant to this Agreement. Any such audit may be conducted after twenty (20) business days prior written notice, subject to the following. Such audits shall not be made more frequently than once every twelve months. No such audit of AOL shall occur during the period beginning on June 1 and ending October 1. In lieu of providing access to its Records as described above, a Party shall be entitled to provide the other Party with a report from an independent certified public accounting firm confirming the information to be derived from such Records.
Auditing Rights. Each Party shall maintain complete, clear and accurate records of all expenses, revenues, fees, transactions and related documentation (including agreements) in connection with the performance of this Agreement ("Records"). All such Records shall be maintained for a minimum of five (5) years following termination of this Agreement. For the sole purpose of ensuring compliance with this Agreement, AOL shall have the right, at its expense, to conduct a reasonable and necessary copying and inspection of portions of the Records of ICP that are directly related to amounts payable to AOL pursuant to this Agreement, which right may, at AOL's option, be exercised by directing an independent certified public accounting firm to conduct such inspection. For the sole purpose of ensuring compliance with this Agreement, ICP shall have the right, at its expense, to direct an independent certified public accounting firm subject to strict confidentiality restrictions to conduct a reasonable and necessary copying and inspection of portions of the Records of AOL that are directly related to amounts payable to ICP pursuant to this Agreement. Any such audit may be conducted after twenty (20) business days prior written notice, subject to the following. Such audits shall not be made more frequently than once every twelve months. No such audit of AOL shall occur during the period beginning on June 1 and ending October 1. In lieu of providing access to its Records as described above, AOL shall be entitled to provide ICP with a report from an independent certified public accounting firm confirming the information to be derived from such Records.
Auditing Rights. Licensor shall have the right, in each calendar year, at its own expense and upon due notice to the Trusts, to have an accountant audit, during normal business hours and at the Trusts' designated place of business, the books and records of each Trust which relate to the determination of the Up Asset Amount and Down Asset Amount, respectively, in order to verify the daily Up Asset Amount and Down Asset Amount on the basis of which the Licensing Fees are paid. In the event that any discrepancies are found Licensees shall each be jointly and severally responsible to pay to Licensor promptly any amount due and unpaid. To the extent that the amount due and unpaid has been found to exceed 5% of the amount that should have been paid during the preceding year from the auditing day, Licensees shall each be jointly and severally responsible to pay the amount due promptly together with a penalty interest rate in the amount of prime rate plus 2% per month.
Auditing Rights. 3.7.1. Purchase Pro will maintain complete, clear and accurate records of all expenses, revenues and fees in connection with the performance of this Agreement. For the sole purpose of ensuring compliance with this Agreement, AOL (or its representative) will have the right to conduct a reasonable and necessary inspection of portions of the books and records of Purchase Pro which are relevant to Purchase Pro's performance pursuant to this Agreement. Any such audit may be conducted after 20 business days prior written notice is given by AOL to Purchase Pro; provided, however, that such audits may not be conducted more than once in any given twelve (12) month period and the same time period may not be audited more than once. The audit report and all of the books and records reviewed by AOL shall be Purchase Pro's Confidential Information. AOL shall bear the expense of any audit conducted pursuant to this Section 3.7 unless such audit shows an error in AOL's favor amounting to a deficiency to AOL in excess of 5% of the actual amounts paid and/or payable to it under this Agreement, in which event Purchase Pro shall bear the reasonable expenses of the audit. Purchase Pro shall pay AOL the amount of any deficiency or AOL shall pay Purchase Pro the amount of any overpayment finally determined as a result of such audit within 30 days after such final determination.
3.7.2. AOL will maintain complete, clear and accurate records of all expenses, revenues and fees in connection with the sale of advertisements in the AOL Exchange. For the sole purpose of ensuring compliance with this Agreement, Purchase Pro (or its representative) will have the right to conduct a reasonable and necessary inspection of portions of the books and records of AOL which are relevant to AOL 's performance pursuant to this Agreement. Any such audit may be conducted after 20 business days prior written notice is given by Purchase Pro to AOL; provided, however, that such audits may not be conducted more than once in any given twelve (12) month period and the same time period may not be audited more than once. The audit report and all of the books and records reviewed by Purchase Pro shall be AOL 's Confidential Information. Purchase Pro shall bear the expense of any audit conducted pursuant to this Section 3.7 unless such audit shows an error in Purchase Pro's favor amounting to a deficiency to Purchase Pro in excess of 5% of the actual amounts paid and/or payable to it under this Agreement, in wh...
Auditing Rights. MP will maintain complete, clear and accurate records of all expenses, revenues and fees in connection with the performance of this Agreement. For the sole purpose of ensuring compliance with this Agreement, AOL will have the right, at its expense, to direct an independent certified public accounting firm to conduct a reasonable and necessary inspection of portions of the books and records of MP which are relevant to MP's performance pursuant to this Agreement. Any such audit may be conducted after twenty (20) business days prior written notice only once during any twelve (12) month period.
Auditing Rights. No more than once per every twelve-month period during the Term, Company shall permit, at the reasonable request of University, one or more accountants selected exclusively by the University (“Accountants”) to have access to Company’s records and books of account pertaining to this Agreement. Accountants’ access will be during ordinary working hours to audit Company’s records for any payment period ending prior to such request, the correctness of any report or payment made under this Agreement, or to obtain information as to the payments due for any period in the case of failure of Company to report or make payment pursuant to the terms of this Agreement or to verify Company’s compliance with its payment obligations hereunder.
Auditing Rights. Company shall permit, at the request of University, one or more accountants selected exclusively by the University (“Accountants”) to have access to Company’s records and books of account pertaining to this Agreement. Accountants’ access will be during ordinary working hours to audit Company’s records for any payment period ending prior to such request, the correctness of any report or payment made under this Agreement, or to obtain information as to the payments due for any period in the case of failure of Company to report or make payment pursuant to the terms of this Agreement or to verify Company’s compliance with its payment obligations hereunder. Company shall cause each Sublicensee that manufactures, sells, leases, or otherwise disposes of Licensed Products on behalf of Company to grant University the right to inspect and audit Sublicensee’s records.
Auditing Rights. During the Term of this Agreement and for twelve (12) months thereafter, MP will maintain complete, clear and accurate books and records relating to this Agreement in accordance with generally accepted accounting principles. During the Term of this Agreement and for twelve (12) months thereafter, for the sole purpose of ensuring compliance with this Agreement and determining the accuracy of MP's reports, payments and revenues made or generated pursuant to this Agreement, AOL (or its representative) will have the right to conduct a reasonable and necessary inspection of portions of the books and records of MP which are relevant to MP's performance pursuant to this Agreement. Any such audit may be conducted during normal business hours and after twenty (20) business days prior written notice to MP. AOL shall bear the expense of any audit conducted pursuant to this Section 4.5 unless such audit shows an error in AOL's favor amounting to a deficiency to AOL in excess of five percent (5%) of the actual amounts paid and/or payable to AOL hereunder, in which event MP shall bear the reasonable expenses of the audit. MP shall pay AOL the amount of any deficiency discovered by AOL within thirty (30) days after receipt of notice thereof from AOL.
Auditing Rights. 1-800-Flowers shall maintain complete, clear and accurate records of all expenses, revenues and fees in connection with the performance of this Agreement. For the sole purpose of ensuring compliance with this Agreement, AOL shall have the right, at its expense, to direct an independent certified public accounting firm to conduct a reasonable and necessary inspection of portions of the books and records of 1-800-Flowers which are relevant to amounts payable to AOL pursuant to this Agreement. Any such audit may be conducted once per year after twenty (20) business days prior written notice; provided that no such audit shall occur during the months of July or August. Any audit shall be at AOL's sole cost and expense unless a discrepancy of the greater of [****] is found, in which case 1-800-Flowers will pay all reasonable costs and expenses related to the audit, not to exceed [****]. In the event 1-800-Flowers has good faith grounds to question AOL's tracking and reporting of Impressions, 1-800-Flowers will be **** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. entitled to a report issued by a qualified independent auditor describing AOL's methodologies regarding tracking and reporting of Impressions and certifying AOL's compliance with those methodologies and AOL's compliance with its obligations hereunder. (These reports are currently being provided to AOL for distribution to its partners by the Audit Bureau of Circulations).