ADJUSTMENTS AND VERIFICATION Clause Samples
The "Adjustments and Verification" clause establishes the procedures for modifying contract terms or amounts based on actual performance, costs, or other relevant factors, and outlines the process for confirming the accuracy of such adjustments. Typically, this clause allows one or both parties to request changes to payments or deliverables if circumstances change, and may require supporting documentation or third-party audits to verify the legitimacy of the adjustments. Its core function is to ensure fairness and transparency in contract execution by providing a clear mechanism for correcting discrepancies and validating claims, thereby reducing the risk of disputes.
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ADJUSTMENTS AND VERIFICATION. 7.1 Payment of any Net Profits by the Royaltypayor shall not prejudice the right of the Royaltypayor to adjust the statement supporting the payment; provided, however, that all statements presented to the Royaltyholder by the Royaltypayor for any quarter shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the quarter to which the statement relates, unless within that 12 month period the Royaltypayor gives notice to the Royaltyholder making claim on the Royaltyholder for an adjustment to the statement.
7.2 The Royaltypayor shall not adjust any statement in favour of itself after the expiration of 12 months following the end of the quarter to which the statement relates.
7.3 The Royaltyholder may from time to time request reasonable supporting documentation for statements that are within the period contemplated in §7.1 and the Royaltypayor, acting in good faith, shall provide the same promptly to the Royaltyholder.
7.4 If the supporting documentation and any discussion with the Royaltypayor do not resolve the Royaltyholder’s concerns, the Royaltyholder shall be entitled upon notice to the Royaltypayor to request from the Royaltypayor that mutually acceptable auditors be requested to provide the Royaltyholder with their opinion that any statement delivered pursuant to §1.2 of this agreement in respect of any quarterly period falling within the 12 month period immediately preceding the date of the Royaltyholder’s notice has been prepared in accordance with this agreement. When giving any notice aforesaid, the Royaltyholder will articulate the matter or matters of concern to it. Within 45 days from the date the auditors are provided with the Royaltyholder’s notice, the auditors shall provide a written statement to the parties setting forth the auditors’ opinion with respect the matter or matters of concern as described in the Royaltyholder’s notice. The audit opinion provided by the auditors shall be conclusive and legally binding upon the parties.
7.5 The time required for giving the audit opinion contemplated in §7.4 of this agreement shall not extend the time for the taking of exception to and making claim on the Royaltyholder for adjustment as provided in §7.1 of this agreement.
7.6 The cost of the audit opinion requested pursuant to §7.4 of this agreement shall be solely for the account of the Royaltyholder unless the audit opinion reveals an error which is adverse to the Royaltyholder of greater than...
ADJUSTMENTS AND VERIFICATION. 3.01 Payment of any Net Smelter Returns by Royaltypayor shall not prejudice the right of Royaltypayor to adjust any statement supporting the payment; provided, however, that all statements presented to the Royaltyholder by Royaltypayor for any quarter shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the quarter to which the statement relates, unless within that 12-month period Royaltypayor gives notice to the Royaltyholder claiming an adjustment to the statement which will be reflected in subsequent payment of Net Smelter Returns.
3.02 Royaltypayor shall not adjust any statement in favour of itself more than 12 months following the end of the quarter to which the statement relates.
3.03 The Royaltyholder shall, upon 30 days' notice in advance to Royaltypayor, have the right to request that Royaltypayor have its independent external auditors provide their audit certificate for the statement or adjusted statement, as it may relate to the Agreement and the calculation of Net Smelter Returns.
3.04 The cost of the audit certificate shall be solely for the Royaltyholder' account unless the audit certificate discloses material error in the calculation of Net Smelter Returns, in which case Royaltypayor shall reimburse the Royaltyholder the cost of the audit certificate. Without limiting the generality of the foregoing, a discrepancy of five percent in the calculation of Net Smelter Returns shall be deemed to be material.
ADJUSTMENTS AND VERIFICATION. 4.01 Payment of any Net Proceeds of Production by a Participant shall not prejudice the right of that Participant to adjust its own statement supporting the payment; provided, however, that all statements presented to the non-Participant by that Participant for any quarter shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the quarter to which the statement relates, unless within that 12 month period that Participant gives notice to the non-Participant making claim on the non-Participant for an adjustment to the statement which will be reflected in subsequent payment of Net Proceeds of Production.
4.02 The Participant shall not adjust any statement in favour of itself after the expiration of 12 months following the end of the quarter to which the statement relates.
4.03 The non-Participant shall be entitled upon notice to any Participant to request that the auditor of that Participant provide the non-Participant with its opinion that any statement delivered pursuant to subsection 1.01 of this Appendix II in respect of any quarterly period falling within the 12 month period immediately preceding the date of the non-Participant's notice has been prepared in accordance with this Agreement.
4.04 The time for giving the audit opinion contemplated in subsection 4.03 of this Appendix II shall not extend the time for the taking of exception to and making claim on the non-Participant for adjustment as provided in subsection 4.01 of this Appendix II.
4.05 The cost of the auditor's opinion referred to in subsection 4.03 of this Appendix II shall be solely for the account of the non-Participant requesting the auditor's opinion, except where the said opinion is to the effect that the statement has not been prepared substantially in accordance with this Agreement, in which case the cost shall be solely for the account of the Participant.
ADJUSTMENTS AND VERIFICATION. Payment of any Net Profits by the Royaltypayor shall not prejudice the right of the Royaltypayor to protest the correctness of the statement supporting the payment; provided, however, that all statements presented to the Royaltyholder by the Royaltypayor for any quarter shall conclusively be presumed to be true and correct upon the expiration of 12 months following the receipt of such statement by the Royaltyholder, unless within that 12 month period that the Royaltypayor gives Notice to the Royaltyholder making claim on the Royaltyholder for an adjustment to the statement which will be reflected in subsequent payment of Net Profits.
ADJUSTMENTS AND VERIFICATION. Payment of any Net Proceeds of Production by a Participant shall not prejudice the right of that Participant to protest the correctness of the statement supporting the payment; provided, however, that all statements presented to the non-Participant by that Participant for any quarter shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the quarter to which the statement relates, unless within that 12 month period that Participant gives notice to the non-Participant making claim on the non-Participant for an adjustment to the statement which will be reflected in subsequent payment of Net Proceeds of Production.
ADJUSTMENTS AND VERIFICATION. 4.1 Payment of any Royalty by Passport shall not prejudice the right of Sweetwater to adjust any statement supporting the payment; provided, however, that all statements presented to Sweetwater by Passport for any quarter shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the quarter to which the statement relates, unless within that 12 month period Sweetwater gives notice to Passport making claim on Passport for an adjustment to the statement which will be reflected in subsequent payment of the Royalty.
4.2 Passport shall not adjust any statement in favour of itself after the expiration of 12 months following the end of the quarter to which the statement relates.
4.3 Sweetwater shall, upon 30 days’ notice in advance to Passport, have the right to request that Passport have its independent external auditors provide their audit certificate for the statement or adjusted statement, as it may relate to the calculation of the Royalty.
4.4 The cost of the audit certificate shall be solely for Sweetwater’s account unless the audit certificate discloses material error in the calculation of Royalty, in which case Passport shall reimburse Sweetwater the cost of the audit certificate. Without limiting the generality of the foregoing, a discrepancy of 3% percent in the calculation of the Royalty shall be deemed to be material.
ADJUSTMENTS AND VERIFICATION. 3.1 Payment of any Net Smelter Returns by a Party shall not prejudice the right of that Party to adjust any statement supporting the payment; provided, however, that all statements presented to the royaltyholder by a Party for any quarter shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the quarter to which the statement relates, unless within that 12-month period that Party gives notice to the royaltyholder claiming an adjustment to the statement which will be reflected in subsequent payment of Net Smelter Returns.
3.2 A Party shall not adjust any statement in favour of itself after the expiration of 12 months following the end of the quarter to which the statement relates.
3.3 The royaltyholder shall, upon 30 days' notice in advance to a Party, have the right to request that the Party have its independent external auditors provide their audit certificate for the statement or adjusted statement, as it may relate to the Agreement and the calculation of Net Smelter Returns; provided that in the case of Section 1.1 (c), the auditors shall confirm that they have examined the information on which the Party calculated the Net Smelter Returns and that the calculation is reasonable.
3.4 The cost of the audit certificate shall be solely for the royaltyholder's account unless the audit certificate discloses a material error in the calculation of Net Smelter Returns, in which case the Party shall reimburse the royaltyholder the cost of the audit certificate. Without limiting the generality of the foregoing, a discrepancy of one percent in the calculation of Net Smelter Returns shall be deemed to be material.
ADJUSTMENTS AND VERIFICATION a) Payment of the Production Royalty by the Assignee shall not prejudice the right of the Assignee to adjust any statement supporting the payment; provided. however, that all statements presented to the Assignor by the Assignee for any Calendar Quarter shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the Calendar Quarter to which the statement relates, unless within that 12- month period the Assignee gives notice to the Assignor claiming an adjustment to the statement which will be reflected in subsequent payment of the Production Royalty to the Assignor.
b) The Assignee shall not adjust any statement in favour of itself more than 12 months following the end of the Calendar Quarter to which the statement relates.
c) The Assignor shall, upon 30 days' advance notice to the Assignee, have the right to request that the Assignee have its independent external auditors provide their audit certificate for the statement or adjusted statement. as it may relate to the Agreement and the calculation of the Production Royalty.
d) The cost of the audit certificate shall be solely for the Assignor's account unless the audit certificate discloses material error in the calculation of the Production Royalty, in which case the Assignee shall reimburse the Assignor the cost of the audit certificate. Without limiting the generality of the foregoing, a discrepancy of at least one percent in the calculation of the Production Royalty shall be deemed to be the threshold for what constitutes a material error.
ADJUSTMENTS AND VERIFICATION. Payment of any Net Smelter Return Royalty by the Optionees shall not prejudice the right of the Optionor to adjust any statement supporting the payment; provided, however, that all statements presented to the Optionor by the Optionees for any quarter shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the quarter to which the statement relates, unless within that 12-month period the Optionees give notice to the Optionor claiming an adjustment to the statement which will be reflected in subsequent payment of Net Smelter Return Royalty.
ADJUSTMENTS AND VERIFICATION. 4.01 The records relating to the calculation of Net Smelter Returns payments shall be audited annually at the end of each fiscal year of Parkside:
(a) any adjustment of payments to Kenora shall be made forthwith;
(b) a copy of the audited statement shall be delivered to Kenora;
(c) Kenora shall have thirty (30) days after receipt of such statement to question their accuracy in writing and failing such objection the statements shall be deemed correct; and
(d) Kenora or its auditor duly appointed in writing shall have the right at all reasonable times upon written request to inspect such of the books and financial records of Parkside as may be relevant to the determination of the Net Smelter Returns hereunder, and at their own expense to make copies thereof. Schedule C - 1 Shoal Lake This is Schedule C to the Option Agreement between PARKSIDE 2000 RESOURCES CORP. AND KENORA PROSPECTORS & MINERS, LIMITED made as of January 31, 2003 Registered claims against the Kenora Property: REGISTRATION NO. REGISTERED HOLDER AMOUNT 226595 Lake of the Woods Electric (Kenora) Ltd. $35,847.88 229409 ▇▇▇▇way Security Ltd. $11,478.14 229784 Nelson's Leisureland Limited $ 6,111.25 231167 Kidd, Gordon $41,450.00 232041 Campbell North (78) Ltd. $58,475.76 Other c▇▇▇▇▇▇ ▇r encumbrances on the Kenora Property: None Schedule D - 1 Shoal Lake This is Schedule D to the Option Agreement between PARKSIDE 2000 RESOURCES CORP. AND KENORA PROSPECTORS & MINERS, LIMITED made as of January 31, 2003 FORM OF SURFACE LEASE AGREEMENT This Agreement, effective as of the 31st day of January, 2003 is between Parkside 2000 Resources Corp. ("Parkside") of 711 - 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2 an▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇") ▇▇ ▇, ▇▇▇▇▇▇▇
A. By an option agreement dated January 31, 2003 (the "Option Agreement") between Parkside and Kenora, Kenora has granted to Parkside an exclusive option (the "Option") to purchase an undivided 100% interest in the Mineral Rights currently held by Kenora in certain patented mining claims which are described in Schedule A to the Option Agreement (the "Property");
B. Kenora owns the surface estate in the Property;
C. Section 7 of the Option Agreement provides that Kenora enter into a lease agreement with Parkside for a period of 20 years; and
D. This Lease Agreement reserves to Kenora for its benefit all title to the surface estate in the Property, subject to Parkside's having a right, license, and easement to enter upo...