Common use of FINANCIAL RECORDS AND AUDIT Clause in Contracts

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contract, Buyer shall promptly pay any balance due to Seller. b. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇Buyer’s shipper will shall be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contract, Buyer shall promptly pay any balance due to Seller. b. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services services, and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-Buyer- furnished property is used, a copy of ▇▇▇▇▇Buyer’s shipper will shall be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction reproduction, and audit from the date of this Contract until three (3) years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contract, Buyer shall promptly pay any balance due to Seller. b. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three (3) years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include, without limitation, include catalogs, price lists, invoices, underlying data data, and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, performance performance, and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contractcontract, Buyer shall promptly pay any balance due to Seller. b. . Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contract, Buyer shall promptly pay any balance due to Seller. b. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller such records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contractcontract, Buyer shall promptly pay any balance due to Seller. b. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇Buyer’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇Seller’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contractcontract, Buyer shall promptly pay any balance due to Seller. b. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller such records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇Buyer’s shipper will shall be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract until three (3) years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contract, Buyer shall promptly pay any balance due to Seller. b. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three (3) years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. a) Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract PO in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract PO until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this ContractPO, Buyer shall promptly pay any balance due to Seller. b. b) Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. c) Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract PO was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract PO award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services Services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contractcontract, Buyer shall promptly pay any balance due to Seller. b. . Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. . Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller such records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contract, Buyer shall promptly pay any balance due to Seller. b. . Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. . Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller such records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract Contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller Equillium shall maintain complete keep, and shall cause its Subsidiaries to keep, full, true and accurate books, records and documents books of account pertaining to the time worked, costs, expenses and allowances Development Costs incurred in the performance of this Contract by it in sufficient detail to properly reflect all net costs (direct permit ▇▇▇ to confirm the accuracy of the Development Cost reports and indirect) invoices delivered by Equillium pursuant to Section 8.10, for at least [***] full calendar years following the end of labor, materials, equipment supplies, services and other costs and expenses for the calendar year to which reimbursement or compensation is claimedthey pertain. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer ▇▇▇ shall have the right right, once annually, to assign representatives to Seller’s plant for the purpose of verifying the number cause an independent, internationally recognized accounting firm selected and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported engaged by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇’s shipper will be kept ▇ to audit such records and books in Seller’s files order to confirm the accuracy of such Development Cost reports and invoices for auditing purposesa period covering not more than the preceding two full calendar years (a “Financial Audit”). Such The records shall be made available to Buyer, upon request, and books of Equillium and its Subsidiaries for examination, reproduction and audit from the date of this Contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller particular calendar year shall be subject to adjustment for over payment or audit by ▇▇▇ under paymentthis Section 8.11 only once. Audits pursuant to this Section 8.11 may be exercised during normal business hours upon reasonable prior written notice to Equillium. The auditor will execute a reasonable written confidentiality agreement with Equillium, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of use reasonable efforts to minimize any disruption to ▇▇▇▇▇▇▇▇▇’s business, and disclose to ▇▇▇ only such information as is reasonably necessary to provide ▇▇▇ with information regarding any discrepancies between amounts reported and invoiced and Development Costs that ▇▇▇ is obligated to reimburse under this Agreement. Equillium shall make personnel reasonably available during regular business hours to answer queries on all such books and records required for the purpose of the Financial Audit. The auditor shall deliver a copy of its findings to each of the Parties within [***] of the completion of the review, and in the absence of fraud or manifest error, the findings of such auditor shall be final invoice and substantiating documentation binding on each of the Parties. If such Financial Audit reveals that actual Development Costs in any calendar year (except to the extent such Development Costs exceeded [***]% of the Development Budget for such calendar year) exceeded the Development Costs invoiced by Equillium in such calendar year, then ▇▇▇ shall pay the difference to Equillium. If such Financial Audit reveals that the Development Costs invoiced by Equillium in any calendar year exceeded actual Development Costs in such calendar year, then: (a) ▇▇▇ shall be entitled to credit such excess (i) against Development Costs invoiced pursuant to Section 8.10 in subsequent calendar quarter(s), if any or (ii) if there will be no subsequent invoices of Development Costs or if ▇▇▇ is otherwise unable to apply the full amount of such credit against subsequently-invoiced Development Costs, and upon compliance by Seller with all terms ▇▇▇ has exercised the Purchase Option, against other amounts payable to Equillium pursuant to this Agreement; or (b) if the Purchase Option expires unexercised, or the Purchase Option is exercised but the Closing does not occur prior to the termination of this ContractAgreement, Buyer shall promptly pay any balance due and, in either 281923888 v10 case, ▇▇▇ was not able to Seller. b. Upon request, Seller shall make available recover the full amount of such excess pursuant to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period clause (i) of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, performance and proposed costs associated with any proposals (Section 8.11(a) prior to such expiration or termination, then, within [***] after contract awardsuch expiration or termination, Equillium shall pay to Ono the amount of any such excess that ▇▇▇ was not able to so recover; in each case (clauses (a) and (b)), invoices provided, however, that if such Financial Audit reveals that the amount of such excess in any calendar year is greater than [***]% of actual Development Costs in such calendar year, then the amount of such excess that ▇▇▇ is entitled to recover under Section 8.11(a) or claims(b), as applicable, shall bear interest at the rate set forth in Section 3.7(f) from the end of such calendar year until the date Ono recovers such excess pursuant to Section 8.11(a) or (b), as applicable. The cost of the accountants shall be the responsibility of ▇▇▇ unless such Financial Audit reveals that the amount of such excess in any calendar year is greater than [***]% of actual Development Costs in such calendar year, in which case [***] for such costs.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contract, Buyer shall promptly pay any balance due to Seller. b. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

FINANCIAL RECORDS AND AUDIT. a. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this Contract contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of ▇▇▇▇▇’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this Contract contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of ▇▇▇▇▇▇’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this Contractcontract, Buyer shall promptly pay any balance due to Seller. b. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. c. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller such records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.