Right of Inspection by LICENSOR Clause Samples

Right of Inspection by LICENSOR. For a maximum of one time per Contract Year during this Agreement, and for a period of one hundred and twenty (120) days after termination or expiration of this Agreement, the internal control report and the books of account of LICENSEE with respect to the sales of Products shall be available for inspection, copying and audit by LICENSOR, its agent or representative during normal business hours, upon not less than seventy-two (72) hours advance notice, and shall be made by LICENSOR at its own expense, except as provided below. If the audit reveals that LICENSEE's reporting and record keeping are not in accordance with LICENSOR's requirements or that there is an error in favor of LICENSEE in excess of the lesser of US $10,000 and five percent (5%) of royalties with respect to any Quarter or Contract Year in computing such royalties, all reasonable costs and expenses incurred by LICENSOR in connection with such inspection and audit shall be borne by LICENSEE. The internal control report means the report prepared by LICENSEE's auditors upon their completion of an audit, addressing the auditors' findings and recommendations.
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Right of Inspection by LICENSOR. At all times during this Agreement, and for a period of one hundred and twenty (120) calendar days after termination or expiration of the Agreement, the books of account of LICENSEE, along with any underlying or related accounting and licensing documentation, with respect to the sales of the Licensed Products shall be available for inspection, copying and audit by LICENSOR, its agent or representative during normal business hours, upon not less than five (5) calendar days advance notice, and shall be made by LICENSOR at its own expense, except as provided below. If the auditing party validly determines that LICENSEE’s reporting and record keeping are not in material accordance with the express terms of this Agreement and discloses that LICENSEE underpaid the Trademark Royalties and/or Pooled Marketing Commitment payments due or demonstrated Minimum Marketing Commitments obligated under this Agreement, then LICENSEE must pay to LICENSOR within five (5) calendar days all Trademark Royalties and/or Pooled Marketing Commitment payments owed and due as discovered by any such inspection and audit. If the inspection and audit shows that LICENSEE did not meet its Minimum Marketing Commitment through demonstrable expenses, then any amount that was not spent by LICENSEE below the Minimum Marketing Commitment obligations shall be paid to LICENSOR as additional Pooled Marketing Commitment payments. If the inspection and audit shows an error in favor of LICENSEE in excess of five percent (5%) of Trademark Royalties, Pooled Marketing Commitment payments, and/or Minimum Marketing Commitment obligations with respect to the computation of such royalties, Pooled Marketing Commitment payments, and/or Minimum Marketing Commitment obligations, all costs and expenses incurred by LICENSOR in connection with such inspection and audit shall be borne by LICENSEE and LICENSEE must pay all underpayments and reimburse LICENSOR within five (5) calendar days of being presented with a written statement of such costs and expenses from LICENSOR for such inspection and audit. If the inspection and audit shows an error in favor of LICENSEE in excess of ten percent (10%) of Trademark Royalties, Pooled Marketing Commitment payments, and/or Minimum Marketing Commitment obligations, LICENSOR shall have the right to immediately terminate this Agreement without advance notice to LICENSEE in addition to collecting all underpayments from LICENSEE within five (5) calendar days and can also obtain rei...
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Related to Right of Inspection by LICENSOR

  • Right of Inspection Buyer shall have the right to inspect the goods at the time and place of delivery, and within 5 business days after delivery, Buyer must give notice to Seller of any claim for damages on account of the condition, quality, or grade of the goods, and Buyer must specify in detail the basis of such claim. The failure of Buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by Buyer.

  • Inspection by Lessor Upon reasonable advance notice, Lessee, during reasonable business hours and subject to Lessee's security requirements, will make the Equipment and its related log and maintenance records available to Lessor for inspection.

  • Inspection by Landlord Landlord shall have the right to inspect the Tenant Improvements at all times, provided however, that Landlord’s failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord’s rights hereunder nor shall Landlord’s inspection of the Tenant Improvements constitute Landlord’s approval of the same. Should Landlord disapprove any portion of the Tenant Improvements, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any defects or deviations in, and/or disapproval by Landlord of, the Tenant Improvements shall be rectified by Tenant at no expense to Landlord, provided however, that in the event Landlord determines that a defect or deviation exists or disapproves of any matter in connection with any portion of the Tenant Improvements and such defect, deviation or matter might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning or life-safety systems of the Building, the structure or exterior appearance of the Building or any other tenant’s use of such other tenant’s leased premises, Landlord may, take such action as Landlord deems necessary, at Tenant’s expense and without incurring any liability on Landlord’s part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Tenant Improvements until such time as the defect, deviation and/or matter is corrected to Landlord’s satisfaction.

  • Rights of Inspection In order to ensure that the Quality Standards are maintained, Licensor and its authorized agents and representatives shall have the right, but not the obligation, with prior notice to Licensee, to enter upon the premises of any office or facility operated by or for Licensee with respect to Sprint PCS Products and Services and Premium and Promotional Items at all reasonable times, to inspect, monitor and test in a reasonable manner facilities and equipment used to furnish Sprint PCS Products and Services and Premium and Promotional Items and, with prior written notice to Licensee, to inspect the books and records of Licensee in a manner that does not unreasonably interfere with the business and affairs of Licensee, all as they relate to the compliance with the Quality Standards maintained hereunder.

  • Inspection Rights Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.