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 Rights. During the term of this Agreement and for a period of five (5) years thereafter, each Party shall in a timely manner:
TRIS’ Audit Rights. AYTU shall maintain and shall require its Subsidiaries and Sublicensees to maintain, at their respective offices, accurate and complete books and records of the Net Sales of each of the Products in such form and in such reasonable detail as to enable the TRIS, Former Owner and the Former Owner’s Affiliates and licensees to verify the Net Sales of each of the Products in the Territory and Royalty Payments (and any royalty payments made directly to Former Owner by AYTU). Upon the written request of TRIS, on behalf of the Former Owner as a result of an audit request to TRIS provided by the Former Owner, not more than once per calendar year, and additionally upon the written request of TRIS without the need for a request by the Former Owner, not more than once per calendar year, AYTU shall permit an independent certified public accounting firm and/or suitably qualified pharmaceutical industry expert jointly selected by AYTU and TRIS to have access during normal business hours to such of the records of AYTU as may be reasonably necessary to verify the accuracy of the Net Sales and Royalty Payments (and any royalty payments made directly to Former Owner by AYTU) for each Product for any calendar year ending not more than four (4) full years prior to the date of such request. If such accounting firm and/or pharmaceutical industry expert concludes that there are discrepancies in the reporting or calculation of the Net Sales or the Royalty Payments for a Product, such accounting firm or pharmaceutical industry expert shall recalculate such amounts and: # AYTU shall pay any additional sums underpaid to TRIS within thirty (30) calendar days of such re-determination; or # TRIS, at its option, shall repay or, credit AYTU for any overpaid amounts. The fees and expenses charged by such accounting firm and/or pharmaceutical industry expert shall be paid by TRIS. However, if the audit discloses that the aggregate Royalty Payments relating to all Products to TRIS was underpaid during the audit period by more than five per cent (5%), then AYTU shall pay the reasonable fees and expenses charged by the accounting firm and/or pharmaceutical industry expert. Each Party shall forthwith pay any amounts discovered to be due by it to the other pursuant to an audit together with interest from the date payment was originally due at a rate equal to the floating annual rate of 2% above the commercial prime rate as published in the Wall Street Journal on the next Business Day following receipt of the auditor’s report. The results of such audit shall be final and binding on the Parties. The Former Owner shall have access to the results of such audit.
Records; Audit Rights. [[Organization A:Organization]] shall maintain, and shall cause its agents to maintain, all records necessary to comply with all applicable Laws relating to the production, filling, packaging, testing, storage and shipment of Products. "Laws" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any governmental entity, but does not include any United States federal law concerning cannabis, including the Controlled Substances Act, 21 U.S.C. §§ 801, et. seq. All such records shall be maintained for such period as may be required by applicable Laws; provided, however, that all records relating to the production, stability and quality control of Products shall be retained until the parties agree to dispose of such records.
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.
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.
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.
Financial Audit. Each Party shall maintain its books and records related to the Services, including (to the extent applicable) with respect to price adjustments, cancellation fees, FTE hours and raw material and component handling fees in accordance with its usual business practices for a period of at least . Either Party may conduct a financial audit of the other Party to confirm such Party’s compliance with financial terms of this Agreement upon written notice and not more often than . The audit will be conducted by an independent third party selected by the Party initiating the audit and at such Party’s expense. In the event the audit reveals any net variance between amounts charged and amounts that should have been charged pursuant to the terms of this Agreement, such net overcharges/undercharges plus interest rate charges calculated in pursuant to [Section 8.4] shall be paid by wire transfer to the relevant Party within of final determination. If such audit reveals more than a net overcharges or a net overcharged in excess of to the detriment of the auditing Party, then expenses for said auditor shall be reimbursed by the audited Party to the auditing Party up to a cap of .
Tenant Audit. If Tenant disputes the amount set forth in any statement provided by Landlord under Paragraph 4.3 above, Tenant shall have the right, not later than twenty (20) days following receipt of such statement and upon the condition that Tenant shall first deposit with Landlord the full amount in dispute, to cause Landlords books and records with respect to Operating Expenses for such calendar year to be audited by a certified public accountant selected by Tenant and subject to Landlords right of approval. The Operating Expense Reconciliation may be adjusted in accordance with the audit. If the audit discloses a discrepancy in Tenants favor in excess of ten percent (10%) of Tenants Proportionate Share of the Operating Expenses previously reported, the cost of the audit shall be borne by Landlord; otherwise the cost of the audit shall be paid by Tenant. If Tenant does not request an audit in accordance with the provisions of this Paragraph 4.5 within twenty (20) days after receipt of Landlords statement provided pursuant to Paragraph 4.3, such statement shall be final and binding for all purposes hereof. Tenant acknowledges and agrees that any information revealed in the above described audit may contain proprietary and sensitive information and that significant damage could result to Landlord if such information were disclosed to any party other than Tenants auditors. Tenant shall not in any manner disclose, provide or make available any information revealed by the audit to any person or entity without Landlords prior written consent, which consent may be withheld by Landlord in its sole and absolute discretion. The information disclosed by the audit will be used by Tenant solely for the purpose of evaluating Landlords books and records in connection with this Paragraph 4.5.
Audit Dispute. In the event of a dispute with respect to any audit under Section 6.12, and [[Organization A:Organization]] shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [ ], the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Partys certified public accountants or to such other Person as the Parties shall mutually agree (the Audit Arbitrator). The decision of the Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Audit Arbitrator shall determine. For the purposes of this Section 6.13, the Audit Arbitrator shall be allowed to have access to the books and records maintained pursuant to Section 6.11, in accordance with Section 6.12. Not later than [ ] after such decision and in accordance with such decision, the audited Party shall pay the additional amounts or the auditing Party shall reimburse the excess payments, as applicable.
Audit Report. The independent accountant will be instructed to provide to an audit report containing its conclusions regarding the audit, and specifying whether the amounts paid were correct, and, if incorrect, the amount of any underpayment or overpayment. The independent auditor shall provide to Denali a preliminary copy of its audit report, and shall discuss with Denali any issues or discrepancies that Denali identifies, prior to submission to .
Chairperson of the Audit Committee. An Outside Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $20,000 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.
Without prejudice to a Partys rights under clause 4.2(b)(vii), with reasonable advance notice and not more than once per Calendar Year, Operator shall permit each Non-Operator to have at all reasonable times during normal business hours (and at its own risk and expense) the right to conduct its own HSE audit, which HSE audit shall be conducted in a way to minimize interference with the day-to-day operations of Operator. When there are two or more Non-Operators desiring to conduct an HSE audit, such Non-Operators shall conduct a joint HSE Audit.
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