Audit Reports. Promptly upon receipt thereof, one copy of each audit report, if any, submitted to any and all Borrowers by independent public accountants in connection with any annual, interim, or special audit or examination made by them of the books of such Borrower.

Audit Reports; Management Letters; Recommendations. Promptly after any request by the [[Administrative Agent:Organization]] or any [[Organization A:Organization]], copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any [[Loan Party:Organization]] by independent accountants in connection with the accounts or books of any [[Loan Party:Organization]] or any of its Subsidiaries, or any audit of any of them.

Audit. The Limited Partners shall have the right from time to time, upon two (2) business days prior notice to the General Partner, to cause a complete audit to be made of the business affairs conducted at the Business, and all of the books and records referred to in Article VII hereof. Such audit shall be performed by any person designated, selected and paid for by the Limited Partners, except as otherwise provided herein. The General Partner shall make all records and books relevant in any manner to the operation at the Business and/or Partnership available for audit at [[Address A:Address]]. If the results of such audit show that the “Net Income” for any month or year have been understated, the General Partner shall immediately pay to the Limited Partners the additional amount due and if such understatement amounts to three percent (3%) or more of “Net Income”, then the General Partner shall pay the cost of such audit, in addition to any deficiency payment required. If the audit shows that the General Partner has overpaid or the Limited Partners have received overpayment of any amount, the Limited Partners shall immediately repay such amount to the General Partner. Any accounting deficiencies revealed by such audit, which accounting deficiencies shall be defined as any accounting practices not in accordance with generally accepted accounting principles consistently applied, shall be corrected by the General Partner within fifteen (15) days of its receipt of notice of such deficiency.

Audit. During the Interim Period, in order to ensure compliance with the terms of this Agreement and the transactions contemplated hereby, the Company shall permit, and cause each of its Subsidiaries to permit, TerrAscend and its Representatives to enter upon, inspect and audit each of their respective properties, assets, books and records from time to time, at reasonable times during normal business hours and upon reasonable notice; provided that any such inspection shall be at the sole expense of TerrAscend.

Audit. Buyer reserves the right to audit Supplier's facilities, as Buyer deems necessary, subject to the following conditions: # Buyer shall be entitled to conduct only one audit per year unless: # otherwise agreed in writing; # there is a significant or recurrent quality control issues with the Hemp Extracts as determined in Buyer’s sole discretion; # and/or Buyer can demonstrate that Supplier has materially breached this Agreement; # Buyer audits shall be conducted only upon at least 3 business days' advance written notice of the audit is provided by Buyer and conducted within working hours ; # all information gathered and data reviewed or exposed to the officers/employees of the Buyer during any such audit shall be "Confidential Information" and shall be treated as such in accordance with the provisions of this Agreement; and # the scope of each such audit shall include the systems and processes related to the quality, production and delivery of the Hemp Extracts under this Agreement and all documentation, data, and other records relating thereto, including, without limitation, records and data relating to raw materials used to manufacture the Hemp Extracts. Supplier shall cooperate with Buyer in the performance of such audit. If Supplier does not cooperate with the Buyer or is not prepared to host the audit arranged by the Buyer, then Supplier shall reimburse Buyer for all costs incurred by Buyer associated with the audit including travel, lodging and other expenses that the Buyer had incurred at Supplier's facility. Observations and conclusions of an audit will be issued to, and promptly discussed with Supplier and Supplier shall take into consideration such representations, but shall not be obliged to implement them unless such representation is in relation to a breach of the Specifications, requirements, obligations or manufacturing qualities under this Agreement.

Audit. [[Organization B:Organization]] shall permit any third-party consultant engaged by [[Organization C:Organization]] (each an “Auditor”), at the expense of [[Organization B:Organization]], which expenses shall be commercially reasonable, to inspect and conduct an audit of [[Organization B:Organization]]’s business operations and records related thereto with respect to [[Organization B:Organization]]’s compliance with the terms of this Agreement; provided, however, if such audit is conducted by [[Organization C:Organization]] more than once during any fiscal year, and such additional audit is not the result of the occurrence of an Event of Default, [[Organization C:Organization]] shall be responsible for the fee payable to the Auditor that performed such additional audit. In connection with each audit, [[Organization B:Organization]] shall cooperate with the Auditor and will cause [[Organization B:Organization]]’s employees, agents and contractors to cooperate with the Auditor, and [[Organization B:Organization]] shall furnish or cause to be furnished to the Auditor such information and documentation the Auditor may consider necessary or useful in connection with the performance of the audit.

Audit. At the request of the other Party, each Party shall, and shall cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by the other Party and reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 6.11 to ensure the accuracy of all reports and payments made hereunder. For the purposes of such examination, [[Organization A:Organization]] shall make all such books and records available at a centralized location which shall be selected by [[Organization A:Organization]] from its regular business premises in either the United States or the European Union. Such examinations may not # be conducted for any Calendar Quarter more than […​…] after the end of such quarter, # be conducted more than […​…] in any […​…] period (unless a previous audit during such […​…] period revealed an underpayment with respect to such period), or # be repeated for any Calendar Quarter. The accounting firm shall disclose only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. Except as provided below, the cost of this audit shall be borne by the auditing Party, unless the audit reveals a variance of more than […​…] percent ([…​…]%) from the reported amounts, in which case the audited Party shall bear the cost of the audit. Unless disputed pursuant to Section 6.13 below, if such audit concludes that # additional amounts were owed by the audited Party, the audited Party shall pay the additional amounts, with interest from the date originally due, or # excess payments were made by the audited Party, the auditing Party shall reimburse such excess payments, in either case ((x) or (y)), within […​…] after the date on which such audit is completed by the auditing Party.

Audit.[[MBM Cleaners:Organization]] shall assist EXAD in auditing the financials of [[MBM Cleaners:Organization]] for the past 3 years. As a condition to Closing the Audit firm of Malone Bailey must give written notice the financials are auditable for this time period.

Audit Rights. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base, all at such reasonable times and as often as reasonably requested. The Borrower shall pay the reasonable fees and expenses of any representatives retained by the Administrative Agent to conduct any such evaluation or appraisal; provided that the Borrower shall not be required to pay such fees and expenses for more than one such evaluation or appraisal during any calendar year unless an Event of Default has occurred and is continuing at the time of any subsequent evaluation or appraisal during such calendar year. The Borrower also agrees to modify or adjust the computation of the Borrowing Base to the extent required by the Administrative Agent or the Required [[Consenting Lenders:Organization]] as a result of any such evaluation or appraisal; provided that if the Borrower demonstrates that such evaluation or appraisal is incorrect, the Borrower shall be permitted to re-adjust its computation of the Borrowing Base.

Audit Committee. A Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Audit Committee shall receive an additional annual retainer of $7,500 for such service.

SEC Reports. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Holder to sell Registrable Securities of [[Organization B:Organization]] to the public without registration or pursuant to a registration on Form S-3, for so long as any Holder owns Shares, [[Organization B:Organization]] agrees to: # make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144; and # furnish to any Holder, forthwith upon request # a written statement by [[Organization B:Organization]] that it has complied with the reporting requirements of Rule 144, # a copy of the most recent annual or quarterly report of [[Organization B:Organization]] and such other reports and documents so filed by [[Organization B:Organization]], and # such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission (exclusive of Rule 144A) which permits the selling of any Shares without registration or pursuant to Form S-3.

Annual Reports. Within 90 days after the end of each fiscal year, # the audited consolidated balance sheet of the Borrower, its Subsidiaries and the Physician-Owned Practices as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP and (except with respect to consolidating information) accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any “going concern” or like qualification or exception other than a “going concern” qualification with respect to # any upcoming maturity date of any Indebtedness that is scheduled to occur within one year or # any potential inability to satisfy the financial covenants under any Indebtedness on a future date or in a future period), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Borrower, its Subsidiaries and the Physician-Owned Practices as of the dates and for the periods specified in accordance with GAAP consistently applied, and # a management’s discussion and analysis of the financial condition and results of operations of the Borrower, its Subsidiaries and the Physician-Owned Practices;

Royalty Reports. Within sixty (60) days after the end of each calendar quarter in which a royalty payment under Article 4 is required to be made, Denali shall send to ​ a report of Net Sales of the Licensed Products for which a royalty is due, which report sets forth for such calendar quarter the following information: # total Net Sales of all Licensed Products sold in the Territory during such calendar quarter, # Net Sales on a country-by-country basis, # the exchange rate used to convert Net Sales from the currency in which they are earned to United States dollars; # the total royalty payments due; and # deductions in accordance with Section 5.1.1(d) as an aggregate worldwide number (collectively, the “Quarterly Report”). Each Quarterly Report shall be Denali’s Confidential Information.

Environmental Reports. The Administrative Agent shall have received environmental review reports with respect to the real properties of the Borrowers and their Subsidiaries specified by the Administrative Agent from firm(s) satisfactory to the Administrative Agent, which reports shall be acceptable to the Administrative Agent. Any environmental hazards or liabilities identified in any such environmental review report shall indicate the Loan Parties’ plans with respect thereto.

ERISA Reports. Promptly after the receipt thereof, copies of all notices which any Borrower or ERISA Affiliate receives from the PBGC, the IRS, or the U.S. Department of Labor under ERISA; as soon as possible and in any event within five (5) days after Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event or Prohibited Transaction has occurred with respect to any Plan, a certificate of the chief financial officer of Borrower setting forth the details as to such ERISA Event or Prohibited Transaction and the action that Borrower proposes to take with respect thereto; annually, copies of the notice described in Section 101(f) of ERISA that Borrower or ERISA Affiliate receives with respect to a Plan or Multiemployer Plan;

Search Reports. The Administrative Agent shall have received the results of UCC and other search reports from one or more commercial search firms reasonably acceptable to the Administrative Agent, listing all of the effective financing statements filed against any Credit Party, together with copies of such financing statements.

Written Reports. Upon request, Consultant shall promptly furnish Company with written reports pertaining to the Services in the detail and form that Company may reasonably require.

The Company financials can be reviewed at www.sec.gov in its annual and quarterly reports. Appendix B – Historical Financials is a copy of the FY 2016 Annual Audit.

promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or similar governing body) (or the audit committee of the board of directors or similar governing body) of any Loan Party by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;

Inspection and Audit Rights. Except as may otherwise be provided for in a Work Order or the Quality Agreement or unless the audit is for cause, Graphite and/or Graphite's representative shall have the right, up to ​ period and at agreed-upon dates and times, to access the Facilities of WuXi ATU where the Services are performed, to inspect the Records and facilities and interview staff related to the Product Manufacture. Graphite and Graphite’s employees or other representatives conducting such inspections will abide by the confidentiality provisions set forth in Article 14, below.