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Audit Rights | FCE will cause any subcontractors to preserve documentation and allow ExxonMobil to audit such books, records, and accounts of subcontractors by way of auditing FCE. |
Audit Rights | IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor. |
Audit Rights | During the Term of this Agreement and for two (2) years thereafter, (a) EFS shall maintain complete and accurate books and records relating to revenue generated under this Agreement; and (b) Client and/or its authorized representative(s) shall have the right to examine, review, copy and audit EFS’ books and records relating to revenue generated under this Agreement to verify the accuracy of the payments and associated information provided by EFS and to verify EFS’ compliance with the terms and conditions of this Agreement. |
Audit Rights | The independent auditor retained by the Inspecting Party shall be obligated to execute a reasonable confidentiality agreement with the Inspected Party prior to commencing any such inspection, which, among other customary clauses, contains the provisions to the effect that such auditor shall not disclose to the Inspecting Party any information other than as necessary to accomplish the purpose of the inspection. |
Audit Rights | The costs of any audit of Owner’s books or records shall be borne by Owner. |
Audit Rights | Company shall have the right, in a manner to avoid unreasonable interruption to RGHI’s or its Affiliates’ business, to (1) evaluate the effectiveness of the key controls; and (2) upon at least thirty (30) days’ written notice to RGHI, perform (through its external auditor) audit procedures over RGHI’s internal controls and procedures for the Services provided under this Agreement; provided that such right to audit shall exist solely to the extent reasonably required by Company’s external auditors to ensure Company’s compliance with the Sarbanes-Oxley Act of 2002. |
Audit Rights | ESTABLISHMENT shall permit APOLLO and its agents, during business hours and upon notice to ESTABLISHMENT, to inspect the Facilities where the Product is manufactured, handled, stored or tested, as well as all processes relating to the manufacture, handling, storage, or testing of the Product, as well as all test records regarding the Product. |
Audit Rights | Client and its nominees, employees, agents and representatives shall have the right to enter upon and inspect, at all reasonable hours of the day, any and all such location(s) and to take, without payment, individual samples of any of the EFS Produced Merchandise and the Materials as Client reasonably requires for the purposes of such inspection. |
Audit Rights | Bank of America will determine the scope of such audits, tests or inspections, which may extend to Supplier’s Subcontractors and other Supplier resources (other systems, environmental support, recovery processes, etc.) used to support the systems and handling of Confidential Information. |
Audit Rights | Supplier shall allow monitoring of the Facilities as set forth in Section 3.6 and inspections or audits as provided for in the Quality Agreement. |
Audit Rights | maintain books, records and accounts of all transactions and activities covered by this Agreement and permit reasonable examination thereof by Ehave and its representatives in accordance with this Agreement. |
Audit Rights | Each Party shall cause any Subsidiary or other Affiliate (including, without limitation, a Subsidiary or other Affiliate of the Online Group or Skype Group, as applicable) to grant to the other Party the audit rights granted hereunder with respect to such other Party. |
Audit Rights | CHT shall provide to Ehave and its Auditors any assistance they may reasonably require to conduct such Audits. |
Audit Rights | The fees and expenses of the auditor performing such verification examination shall be borne by the party conducting the verification; provided, however, that if any verification reveals that the audited party has reported incorrectly, and the amount of such discrepancy is at least five percent of the aggregate amount that should have been reported for the period examined, then the audited party shall pay the entire amount of the fees and expenses for such verification. |
Audit Rights | The PG shall ensure that the Supply Contract shall afford the Parties to this Agreement the right to review the books, records, vouchers, and accounts required to be kept, maintained, and obtained pursuant to Subparagraphs 9.1, 9.2 and 9.3. |
Audit Rights | SIGA, or its authorized representatives, shall have the right, at its cost, with reasonable advance notice, during regular business hours, to audit the facility used by the Promoter in order to review the Promoter activities under this Exhibit including, but not limited to, any documents relevant to these activities, for compliance with the safety reporting requirements set out in this Exhibit. |
Audit Rights | HSWI further agrees that until the expiration of [*] ([*]) year after the termination of this Agreement, HSWI will make available upon written request to World Book or any of its duly authorized representatives, this Agreement and books, documents, and records of HSWI that are necessary to verify the nature and extent of the revenue derived by HSWI from advertising related to the Content hereunder. |
Audit Rights | All books and records relative to COMPANY’S obligations to a particular Licensor hereunder shall be maintained and made accessible to that Licensor for inspection at a location in Los Angeles, California for at least twelve (12) months after termination of this Agreement. |
Audit Rights | In addition, Sanofi shall have the right to conduct customary reviews and audits of RevMed and its Affiliates and subcontractors (provided that, with respect to Permitted Contractors or Researchers that <omitted> RevMed entered into a written agreements with prior to the Effective Date, such right of Sanofi shall be to the extent RevMed has the right to permit Sanofi to do so under such written agreements, and provided further, that RevMed shall use Commercially Reasonable Efforts to secure such right for Sanofi where one does not exist). |
Audit Rights | Providing that in no case will Franchisee be obligated to pay more than ten thousand dollars ($10,000) for such inspection or audit costs. |
Audit Rights | CSA shall have the right to request an independent audit of the sales of the Product containing the Property which the Company agrees to assist within a reasonable period of time of such request. |
Audit Rights | The Distributor undertakes and agrees with the Supplier that at all times during the Term it will: <omitted> allow the Supplier, on reasonable notice, access to its accounts and records relating to the sale or distribution of the Products for inspection but not more than once in each year. |
Audit Rights | The Franchisee agrees that BKC or its representatives, at BKC's expense shall, at all reasonable times, have the right to examine or audit the books and accounts of the Franchisee. |
Audit Rights | The Company shall permit the inspection and copying of such records, files and books of account by JHU or its agents during regular business hours upon ten (10) business days’ written notice to the Company. |
Audit Rights | Any rights of review and audit pursuant to this Paragraph 9 shall only be exercisable through the F&ASC in accordance with the F&ASC’s audit procedures. |
Audit Rights | After completion of any inspection or audit pursuant to this Section 8.02, XSPA shall notify Calm of the results of such inspection and audit (the “Calm Audit Results”). |
Audit Rights | PURCHASER allows SONY to audit PURCHASER’s manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY’s execution of a standard PURCHASER confidentiality agreement |
Audit Rights | Both parties must also (1) make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company, (2) devise and maintain a system of internal accounting controls, and (3) at any time a party so requests in writing, but no more than once a year, grant to the other party commercially reasonable access to said books, records, systems and accounts to verify compliance. |
Audit Rights | MBE will also permit the Company to enter any of MBE's premises during regular business hours to inspect the use of the Service in any reasonable manner. |
Audit Rights | Such records shall be made available for reasonable review, audit and inspection upon reasonable notice and with reasonable frequency, upon SutroVax’s request for the purpose of verifying Sutro’s calculations of amounts due hereunder, the basis for such calculations (including Sutro’s calculation of the Fully Burdened Manufacturing Costs) or payments and Sutro’s compliance with the terms and conditions of this Supply Agreement. |
Audit Rights | Without limiting the foregoing; Sutro is responsible for auditing the facilities of the suppliers of Components, if any, periodically, and Sutro agrees to provide SutroVax, upon SutroVax’s request with a current copy of the audit report of such facilities and to incorporate SutroVax’s comments with respect to any corrective action plan related to the Product. |
Audit Rights | ISO will, at any and all reasonable times, permit SERVICERS’ employees, agents, attorneys, auditors, or bank regulators to inspect ISO’s place of business to audit its operations for compliance with all Rules, laws, regulations, and directives of any governmental regulatory agency or Bank Card association, all at SERVICERS’ expense. |
Audit Rights | All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying payment obligations, shall be treated as the audited Party’s Confidential Information subject to the obligations of this Agreement and need neither be retained more than [… ***…] after completion of an audit hereof, if an audit has been requested; nor more than […***…] from the end of the […***…] to which each shall pertain; nor more than […***…] after the date of termination of this Agreement. |
Audit Rights | Any audit must be initiated within [*] years after termination or expiration of this Attachment 6, the Agreement, or of the MS License, whichever occurs last. |
Audit Rights | Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto’s behalf, all the Roundup Records. |
Audit Rights | We have the right, at any time during normal business hours: (i) to conduct inspections of the Franchised Business; (ii) to interview your employees, work crews, and customers; and (iii) to review your business records, including those maintained electronically or off premises. |
Audit Rights | Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit. |
Audit Rights | a. Inspect the Unit; |
Audit Rights | In the event a Payee's audit shows that the Gross Proceeds or Production Costs of the Payor resulted in an under-payment to the Payee, then the Payor shall have the right, at the Payor's cost, to have its own auditor verify the Payee's audit. |
Audit Rights | have shall impose confidentiality obligations on its Auditors that are substantially similar to those under Section 13 and shall be responsible for any breach of confidentiality by its Auditors. |
Audit Rights | (i) the accuracy of Vendor’s invoices and AT&T’s payment obligations hereunder; |
Audit Rights | As such it is Supplier’s obligation to segregate Third Party documents and materials from Customer’s documents and materials and Customer will not be restricted from observing any part of Customer’s Manufacturing Process and related documentation. |
Audit Rights | In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year. |
Audit Rights | (i) any facility at which the Services or any portion thereof are being performed; |
Covenant not to Sue | If any one or more of the following events occur, then you will be in default under this Agreement,and we will have the right to terminate this Agreement and all rights granted under this Agreement, without affording you any opportunity to cure the default, effective immediately upon the delivery of our written notice to you (in the manner provided in Section 24 below):<omitted> If you make any unauthorized or improper use of the Proprietary Marks, or if you or any of your Principals use the Proprietary Marks in a manner that we do not permit (whether under this Agreement and/or otherwise) or that is inconsistent with our direction, or if you or any of your Principals directly or indirectly contest the validity of our ownership of the Proprietary Marks, our right to use and to license others to use the Proprietary Marks, or seek to (or actually do) register any of our Proprietary Marks with any agency (public or private) for any purpose without our prior written consent to do so. |
Covenant not to Sue | In addition, Impresse shall not now or in the future contest the validity of VerticalNet's ownership of its Intellectual Property; provided, however, that Impresse may contest the validity of VerticalNet's Intellectual Property in any proceeding brought against Impresse alleging infringement or misappropriation of VerticalNet's Intellectual Property. |
Covenant not to Sue | Neither Party shall do or cause to be done any act or thing that may in any way adversely affect any rights of the other Party in and to such other Party’s Marks or any registrations thereof or that, directly or indirectly, may reduce the value of such Marks or detract from any Mark’s reputation, including challenging the ownership, validity or enforceability of such Marks. |
Covenant not to Sue | To accept the validity of the Proprietary Marks as they exist now and in the future and agree that you will not contest the validity of any of the Proprietary Marks at any time; |
Covenant not to Sue | In connection with any reference to the Trademarks, Distributor shall not in any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks. |
Covenant not to Sue | Notwithstanding any prior termination of the Owner or this Agreement, the Servicer shall not at any time with respect to the Owner, acquiesce, petition or otherwise invoke or cause the Owner to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Owner under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Owner or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Owner. |
Covenant not to Sue | Telnet acknowledges Galaxy’s exclusive ownership of the Galaxy name and logo as well as certain other trademarks and trade names which Galaxy uses in connection with the Products and Services (the “Trademarked Material”) and agrees that Telnet will not acquire any interest in any of the Trademarked Material by virtue of this Agreement or anything done pursuant to it; |
Covenant not to Sue | Distributor acknowledges Zogenix’s exclusive ownership of the Zogenix Trademarks and agrees not to take any action inconsistent with such ownership. |
Covenant not to Sue | (b) directly or indirectly oppose, or assist any Third Party to oppose, in any court proceeding, the grant of any patent or patent application within the MacroGenics Licensed Patents, or, in any court proceeding, dispute or directly or indirectly assist any Third Party to dispute, the validity of any patent within the MacroGenics Licensed Patents or any of the claims thereof; or |
Covenant not to Sue | (a) directly or indirectly oppose, or assist any Third Party to oppose, in any patent office proceeding, the grant of any patent or patent application within the MacroGenics Licensed Patents, or, in any patent office proceeding, dispute or directly or indirectly assist any Third Party to dispute, the validity of any patent within the MacroGenics Licensed Patents or any of the claims thereof, including opposing any application for amendment thereto; <omitted> |
Covenant not to Sue | Women.com acknowledges that eDiets owns all right, title and interest in and to the eDiets Content, and Women.com shall not now or in the future contest the validity of the eDiets' ownership rights in and to the eDiets Content. |
Covenant not to Sue | Allied shall not at any time do, or cause to be done, directly or indirectly any act that may impair or tarnish any part of Newegg’s goodwill and reputation in the Newegg Marks and the Newegg Products. |
Covenant not to Sue | Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing |
Covenant not to Sue | (ii) not to contest the validity of the MLX Marks or MLX's title thereto; |
Covenant not to Sue | You shall not directly or indirectly contest the validity of the ownership of the Licensed Marks. |
Covenant not to Sue | At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1. |
Covenant not to Sue | TKCI affirms that it shall not have any claim towards SIC if the management decides not to sign the agreement in the investigation stage, and before any agreements are signed, for any reasons whatsoever. |
Expiration Date | The term of this Agreement shall commence on the Effective Date of this Agreement and shall expire twenty (20) years from the effective date of this Agreement. |
Expiration Date | This Agreement shall commence as of the Effective Date and shall continue in effect for one (I) year, unless earlier terminated as expressly provided in Sections 1.3. 10.1. or 10.2 of this Agreement (the *Initial Term") |
Expiration Date | This Agreement shall terminate (a) at the option of any party, upon 90 days’ advance written notice to the other parties hereto; or (b) in the event of a material breach that has not been cured within ten days following a written notice of breach to the breaching party. |
Agreement Date | June 1st, 2020 |
Effective Date | The Joint Venture is a fixed term Joint Venture beginning November 27, 2018 and ending November 30th, 2019 or as otherwise provided in this Agreement. |
Agreement Date | 10 day of January 2019 |
Agreement Date | January 30, 2012 |
Agreement Date | May 12, 2020 |
Agreement Date | December 14, 2015 |
Expiration Date | This agreement shall terminate: a. Automatically if any public authority cancels or declines to renew the Agency's license or Certificate of Authority. b. Immediately if either party gives detailed written notice to the other of alleged gross and willful misconduct, fraud or material misrepresentation. |
Effective Date | this day of ___________________, 19__ |
Notice Period to Terminate Renewal | AIG shall have the absolute right to terminate this Agreement upon thirty (30) days’ prior written notice to the Company, which notice shall state the effective date of termination (the “Termination Date”); provided, however, that AIG agrees not to terminate this Agreement unless (a) AIG significantly modifies the <omitted> corporate structure or ownership of the Company, or (b) AIG sells the Company to an acquirer, in each case, (i) having a rating from at least one of S&P, Moody’s, A.M. Best or a substitute agency, which is a nationally recognized statistical rating organization, that is at least equal to the lower of (x) AIG’s then-current rating from such agency or (y) the Company’s then-current rating as supported by this Agreement from such agency; or (ii) such that, immediately on the effective date of the modification of corporate structure or sale by AIG of the Company, the Company’s capitalization is consistent with the minimum capital adequacy standards and criteria of at least one of S&P, Moody’s, A.M. Best or a substitute agency, which is a nationally recognized statistical rating organization, for a rating that is equal to or better than the Company’s then-current rating on the date immediately preceding such modification of corporate structure or sale. |
Expiration Date | "Initial Term" means the period commencing on the Effective Date and concluding on the last day of the month in which the fifth anniversary of the Offtake Agreement Effective Date falls. |
Renewal Term | |
Expiration Date | The “Term” of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or earlier termination of the last Addendum to expire or be terminated, at which time this Agreement will expire, unless this Agreement is sooner terminated in accordance with the terms and provisions of this Agreement. |
Renewal Term | The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004. |
Agreement Date | ____ day of ______________ 2013 |
Agreement Date | July 1, 2019 |
Agreement Date | 31 January, 1994 |
Agreement Date | October 1, 2018 |
Effective Date | 2nd day of September 1998 |
Expiration Date | This Agreement shall become effective on the date hereof and shall terminate upon the termination of the Offering. |
Expiration Date | This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days’ prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the “Term”). |
Expiration Date | "Term" shall mean the period commencing on the Effective Date and terminating on the eighth anniversary of the Commencement Date, unless the Agreement is extended in accordance with its provisions. |
Agreement Date | 25 September 2018 |
Notice Period to Terminate Renewal |
Agreement shall be effective month to month, until terminated by Transporter or Shipper upon the following written notice to the other specifying a termination date: sixty (60) days for |
Expiration Date | In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred. |
Agreement Date | January 29, 2007 |
Expiration Date | The “Term” of this Agreement will commence on the Effective Date and will end on the earlier of: (a) the first anniversary of the expiration date of the last Purchase Schedule (as defined in this next Section); (b) a termination date elected by a Party in a written notice delivered to the other Party any time after the expiration of the last Purchase Schedule; or (c) a termination date elected by a Party in a written notice delivered to the other Party as provided in Subsection 11(d) of this Agreement. |
Expiration Date | This Agreement shall apply and remain in effect from the Effective Date and perpetually thereafter unless terminated pursuant to the Section entitled “Termination.” |
Agreement Date | September 17, 2008 |
Agreement Date | August 1, 2019 |
Expiration Date | The term of this Agreement (the “Term”) will begin on the date hereof (the “Commencement Date”), and will continue until the earlier of (i) December 31, 2022, (ii) the termination or expiration of the Studio Lease (defined below), (iii) election to terminate and notice thereof given by Programmer to Licensee, and (iv) mutual written consent of Licensee and Programmer (the “Term”), unless extended or earlier terminated pursuant to Section 11 hereof. |
Notice Period to Terminate Renewal | This Agreement may be renewed for additional periods of one (1) year (each such additional period, a “Renewal Term”) unless either Party provides notice of nonrenewal upon not less than [***] prior written notice to the other Party. |
Effective Date | March 20, 2020 |
Renewal Term | Following the Initial Term, the Agreement shall automatically be renewed for additional periods of **** (each, a “Renewal Term,” and, together with the Initial Term, the “Term”)), unless a Party provides written notification of non-renewal to the other Party at least **** of the Initial Term or a Renewal Term. |
Notice Period to Terminate Renewal | Unless otherwise terminated as provided herein, the initial term of this Agreement shall be three (3) years from the Effective Date and shall thereafter be automatically renewed for subsequent one (1) year periods unless either party notifies the other in writing of its election not to renew the Agreement at least one hundred twenty (120) days prior to the expiration of the then-current term. |
Notice Period to Terminate Renewal | Upon expiration of the Initial Term of this Agreement, this Agreement will automatically renew for additional, successive five (5) year periods unless either Party provides the other Party written notice of its desire to terminate at least one hundred twenty (120) days prior to the end of the Initial Term or any renewal. |
Expiration Date | This Development Agreement will begin on the Effective Date and continue for four (4) years unless earlier terminated pursuant to Section 10.2, or unless the parties extend the term by mutual written Development Agreement (“Term”). |
Subsets and Splits