Audit Right. during each Calendar Year, Althea may retain an independent certified public accountant, reasonably acceptable to Allena, to audit Allenas records described in Section 5.6, upon reasonable notice to Allena, during regular business hours and under an obligation of confidentiality to Allena. Althea shall bear the costs of such audit, except as provided below. The results of such audit shall be made available to both Parties. If the audit demonstrates that the payments owed under this Agreement have been understated, Allena shall pay the balance to Althea, together with interest calculated in accordance with Section 5.8. Further, if the amount of the understatement is greater than percent () of the amount owed to Althea with respect to the audited period, then Allena shall reimburse Althea for the reasonable cost of the audit. If the audit demonstrates that the amount owed to Althea has been overstated, Allena shall be entitled to credit such amount against the next royalty payment due to Althea. All payments owed by Allena under this Section 5.7 shall be made -within thirty (30) days after the results of the audit are delivered to the Parties.
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 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 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.
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.
Information and Audit Cooperation. shall, at ’s expense, reasonably cooperate with , ’s designated representative, and/or ’s independent auditor and provide each access to the books and records of the Properties and all related information regarding the Properties, including, without limitation, three (3) calendar years of audited books and records of the Property that qualify, comply with, and can be used in a public offering and/or a public filing. Should three (3) calendar years of audited books and records not be available, then shall supply as many years of audited books and records that exist, but in no event shall provide less than one (1) year of audited books and records. Notwithstanding the foregoing, if audited financial statements are not available, shall provide un-audited operating statements in lieu of audited ones and provide supporting documentation as requested in order for to conduct its own audit. At the Closing, shall provide to a representation letter regarding the books and records of the Property, in substantially the form of [Exhibit J] attached hereto (an “Audit Letter”), that will be used by in connection with ’s auditing the Properties in accordance with generally accepted auditing standards. At ’s request, at any time within one (1) year after the Closing, shall provide with such additional books, records, representation letters (as such representation letters may be modified to reflect that may not have knowledge of the current financial, income, expenses or operations of the Properties), and such other matters reasonably determined by as necessary to satisfy its or its affiliated parties’ obligations as a real estate investment trust and/or the requirements (including, without limitations, any regulations) of the Securities and Exchange Commission. Notwithstanding the foregoing, in the event that requests that provide an Audit Letter, agrees to indemnify, defend, and hold harmless and its affiliates (including without limitation indirect holders of equity interests in ) from and against all claims, losses, or liabilities arising out of any error or omission, but excluding any intentional misrepresentation, made by in such Audit Letter. The provisions of this Section 12.19 shall expressly survive the Closing.
Recipient shall have the right, at its expense, to conduct an audit of the relevant books, records and accounts of Service Provider upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, the Service Provider shall give to the party requesting the audit reasonable cooperation and access to all books, records and accounts necessary to audit.
Owners’ right to audit or access Service Provider’s cyber security program.
Chairperson of the Audit Committee. An Outside Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of for such service.
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.
No person shall acquire any right to an accounting audit or to examine the books or the affairs of Wells Fargo.
Put Right. Holder shall have the one-time right (but not the obligation), exercisable in its sole discretion on written notice to the Company (the “Put Notice”) at any time prior to the earlier to occur of # exercise in full of this Warrant, and # the expiration or termination of this Warrant, to require the Company to repurchase all (but not less than all) of the unexercised portion of this Warrant from Holder (and the Company hereby agrees to repurchase this Warrant from Holder upon exercise of such right), free and clear of all liens, claims and encumbrances (except such as may arise by or through the Company), for a total aggregate purchase price of One Dollar ($1.00), such purchase price to be paid by the Company to Holder in cash or by the Company’s check at the Put Closing against surrender by Holder to the Company at or prior to the Put Closing of the original of this Warrant (which may be in electronic form), duly endorsed for transfer on the books of the Company or accompanied by duly executed share transfer powers and/or other instruments of assignment or transfer (the “Put Right”). As used herein, “Put Closing” means the closing of the sale and purchase of this Warrant pursuant to Holder’s exercise of the Put Right, on such date (the “Put Closing Date”) as shall be set forth in Holder’s Put Notice, which date shall be not less than five (5) days following the date of such Put Notice. Notwithstanding anything to the contrary herein, in the event that Holder exercises the Put Right, then on and after the Put Closing Date, regardless of whether the Company shall have tendered payment of the purchase price thereat, this Warrant shall be deemed to have been sold, assigned and transferred by Holder to the Company and shall be the Company’s sole and exclusive property.
Participation Right. Axsome shall have the right (and may extend such right to its Upstream Licensors) and Licensee shall and shall cause its Affiliates and Sublicensees, as applicable to allow Axsome and Axsome’s Upstream Licensors to # participate in all meetings, telephone or video calls, discussions and correspondences with any Governmental Authority with respect to any Licensed Product, # participate in meetings, telephone or video calls held in preparation for such meetings or communication with any Governmental Authorities; # participate in the preparation and review of minutes of such meetings with any Governmental Authorities, # review and comment (which comments Licensee shall consider in good faith and shall not unreasonably refuse to address) upon all regulatory filings with respect to any Licensed Product and # receive regular updates to any and all regulatory matters relating to the Licensed Product in the Territory. Licensee shall promptly notify Axsome of any notices and inspections or any issues raised by any Regulatory Authority with respect to any regulatory filings or Licensed Products, and Licensee shall promptly notify Axsome of the resolution thereof. Axsome shall be free to share all such information with its Upstream Licensors.
Termination Right. Except where prohibited by Applicable Law, each Party shall have the right to terminate this Agreement in the event of a Bankruptcy Event with respect to the other Party. “Bankruptcy Event” means the occurrence of any of the
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