Records and Adjustments Sample Clauses
Records and Adjustments. (a) Licensee shall keep full, clear and accurate records with respect to (i) any and all Licensed Activities and Licensed Products and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue, and shall furnish any information which Nokia may reasonably prescribe from time to time to enable Nokia to ascertain the proper fee amounts due hereunder on account of the Licensed Activities and selling, leasing or putting into use of Licensed Products. Licensee shall retain such records with respect to (i) any and all Licensed Activities and each Licensed Product for at least five (5) years from the date of such Licensed Activities or the sale, lease or putting into use of such Licensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for at least five (5) years from the date of having earned such revenue. Not more than once per calendar year, Nokia shall have the right through accredited auditors to make an examination, following advance notice and during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder (including but not limited to any and all records and accounts relating to Direct Revenue, Indirect Revenue and Excluded Revenue), and the audit results will be maintained as confidential among the auditors and Nokia pursuant to Section 5.14 of this Agreement. Adjustments shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. If such audit discloses a reported error of four percent (4%) or greater with respect to the reported sums paid to Nokia by Licensee during the applicable period subject to such audit, Licensee shall fully reimburse Nokia, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Nokia shall be responsible for the cost of each such audit.
(b) Independent of any such examination, Nokia will credit to Licensee the amount of any overpayment made in error which is identified and fully explained in a written notice to Nokia delivered within three (3) months after the due date of the payment which included such alleged overpayment, provided that Nokia is able to verify, to its own satisfaction, the existence and extent of the overpayment.
(c) No refund, credit or other adjustment of fee payments shall be made by Nokia hereunder except as provided in this Section 3.06. Rights conferred by this Section 3.06 shall not be affected by any statement...
Records and Adjustments. (a) SpecTran shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS and shall furnish any information which LUCENT may reasonably prescribe from time to time to enable LUCENT to ascertain the proper royalty due hereunder on account of products sold, leased and put into use by SpecTran or any of its RELATED COMPANIES. SpecTran shall retain such records with respect to each LICENSED PRODUCT for at least seven (7) years from the sale, lease or putting into use of such LICENSED PRODUCT. LUCENT shall have the right through its accredited auditors to make an examination, once annually, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder and will not use such information except to verify royalty payable. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination.
(b) Independent of any such examination, LUCENT will credit to SpecTran the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT is able to verify, to its own satisfaction, the existence and extent of the overpayment.
(c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT except as provided in this Section 2.02. Rights conferred by this Section 2.02 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.
Records and Adjustments. Landlord shall keep records showing all expenditures made in connection with Operating Costs and Taxes, and such records shall be available for inspection by Tenant for a period of one hundred twenty (120) days after receipt of the statement of actual costs ("Record Review Period"); Landlord and Tenant agree the results of any such audit or review shall remain confidential. Tenant hereby waives any right to any adjustment of sums paid under this Section 10 unless a claim in writing specifying the reasons therefor is delivered to Landlord no later than sixty (60) days after the Record Review Period for the year for which the sums were paid. Operating Costs and Taxes shall be prorated for any portion of a year at the beginning or end of the term of this Lease. Notwithstanding this Section 10, the Rent payable by Tenant shall in no event be less than the Rent specified in Section 1(h) hereof.
Records and Adjustments. Each Venturer is solely responsible for and shall separately keep records of his or her share of the adjusted basis in each oil and gas property of the Joint Venture, adjust such share of the adjusted basis for any depletion taken on such property, and use such adjusted basis each year in computing his or her cost depletion (if applicable) or his or her gain or loss on the disposition of such property by the Joint Venture. A Substitute Venturer shall succeed to the basis allocated to the transferor of his or her Unit(s).
Records and Adjustments a) The Licensee shall keep full, clear and accurate records with respect to all Licensed Products and shall furnish any information which Owner may reasonably request from time to time to enable Owner to ascertain the proper royalty due on account of (a) Licensed Products sold, leased and put into use by the Licensee or any of its Related Companies, and (b) services performed by Licensee or any of its Related Companies that directly or indirectly uses Licensed Product. Owner shall have the right through its accredited auditors to make an examination, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to him. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination.
b) Independent of any such examination, Owner will credit to the Licensee the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to Owner delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that Owner is able to verify, to its own satisfaction, the existence and extent of the overpayment.
c) No refund, credit or other adjustment of royalty payments shall be made by Owner except as provided in this Section 2.3. Rights conferred by this Section 2.3 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a party having such right and signing such statement.
Records and Adjustments. Each written statement of actual costs ----------------------- given by Landlord to Tenant pursuant to Section 10(d) shall be conclusive and binding upon Tenant unless within ninety (90) days after the receipt of such statement Tenant shall notify Landlord in writing that it disputes the correctness of the statement, specifying the particular respects in which the statement is claimed to be incorrect. If such disputes shall not have been settled by agreement, Tenant, within thirty (30) days of receipt of such statement, shall pay Additional Rent in accordance with the statement, without prejudice to Tenant's favor. If the dispute shall be determined in Tenant's favor, Landlord shall forthwith pay to Tenant the amount of Tenant's overpayment of rents resulting from compliance with the statement. Tenant may, within ninety (90) days after the receipt of such statements, upon thirty (30) days prior notice to Landlord, cause a complete audit to be made of Landlord's records regarding Operating Costs for the prior Year. If the audit discloses that Operating Costs have been over-reported to the extent of five percent (5%) or more on an annual basis for such Year, Landlord shall pay the reasonable costs of the audit and actual Operating Costs for that Year shall be adjusted accordingly.
Records and Adjustments. Landlord shall keep records showing all expenditures made in connection with operating costs and taxes, and such records shall be available for inspection by Tenant. Operating costs and taxes shall be prorated for any portion of a year at the beginning or end of the term of this Lease. Notwithstanding this Section 10, the Rent payable by Tenant shall in no event be less than the Rent specified in Section 1(h) hereof.
Records and Adjustments. (a) CONDUCTUS shall keep full, clear and accurate records with respect to all sales and with respect to LICENSED PRODUCTS and shall furnish any information which GRL may reasonably prescribe from time to time to enable GRL to ascertain the proper royalty due hereunder on account of products sold, leased and put into use by CONDUCTUS or any of its SUBSIDIARIES. CONDUCTUS shall retain such records with respect to sales and with respect to each LICENSED PRODUCT for at least seven (7) years. GRL shall have the right through its accredited auditors to make an examination, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination.
(b) Independent of any such examination, GRL will credit to CONDUCTUS the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to GRL delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that GRL is able to verify, to its own satisfaction, the existence and extent of the overpayment.
(c) No refund, credit or other adjustment of royalty payments shall be made by GRL except as provided in this Section 2.04. Rights conferred by this Section 2.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a party having such right and signing such statement.
Records and Adjustments. (a) PARADYNE and/or CAPCo shall keep full, clear and accurate records with respect to all Licensed Products and shall furnish any relevant information which LUCENT may reasonably prescribe from time to time to enable LUCENT to ascertain the proper royalty due hereunder on account of Licensed Products sold, leased and put into use by PARADYNE and/or CAPCo or any of their Subsidiaries or sublicensees. PARADYNE and/or CAPCo shall retain such records with respect to each Licensed Product for at least five (5) years from the sale, lease or putting into use of such Licensed Product. LUCENT shall have the right through accredited external auditors to make an examination, during normal business hours, of
Records and Adjustments. Licensee shall keep full, clear, separate and accurate records, accounts and working papers with respect to RLS Customer Equipment Revenue, RLS Maintenance Revenue, and RLS Customer Services Revenue and calculation of Royalty Interests for at least four (4) years after the termination of the calendar year to which they relate. Licensee shall use accounting principles generally accepted in Israel ("Israeli GAAP") for all records and accounts required under this License Agreement. Licensee shall engage an independent accountant to conduct an annual audit of such records and accounts. In addition, upon two (2) days notice to Licensee, Teletrac or its agent shall have the right to examine during normal business hours all records and accounts relating to the Royalty Interest and Licensee's performance under this License Agreement, including, but not limited to, any auditors' work records. Prompt adjustment shall be made by the proper party to compensate for any errors or omissions disclosed by any such examination. If a special examination or special audit requested by Teletrac discloses an under calculation in excess of five percent (5%) of the amount payable to Teletrac, then Licensee shall bear the cost of such examination, and shall promptly correct the calculation of amounts payable and pay any underpaid amount, plus all late payment charges due and owing. If such an examination or audit discloses an overpayment to Teletrac, then Teletrac shall promptly repay to Licensee the overpaid amount. Disagreements about accounting matters shall be resolved as set forth in Section 20.4 below.