Audit Adjustment. If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.
Audit Adjustment. Unit costs are not subject to change as the result of an audit. Direct costs are subject to change as the result of an audit. Payment may be made at the time of completion for one or more units of production. Pro rata payments may not be made based on the percentage of work on a unit of production that has been completed.
Audit Adjustment. Lump sums are not subject to change as the result of an audit. Payment may be made at the time of completion for one or more interim or final deliverables. Pro rata payments may be made based on the percentage of work on a deliverable that has been completed.
Audit Adjustment. Specified rates are not subject to change as the result of an audit. Direct costs are subject to change as the result of an audit. Payment may be made at the time of completion for one or more interim or final deliverables or on a periodic basis that is clearly identified. Pro rata payments may not otherwise be made.
Audit Adjustment. If any audit of the records, books or accounts relating to the Properties discloses an underpayment of Management Fees, Owner shall promptly pay to Manager the amount of such underpayment, and if such audit discloses an overpayment of management fees, the next payment due by Owner hereunder shall be reduced by the amount of such overpayment. If such audit discloses an overpayment of Management Fees for any fiscal year, Manager shall bear the cost of such audit.
Audit Adjustment. Any payment made under the Subcontract will be subject to retroactive reduction for amounts included therein which are found by DOEE, on the basis of any audit of VEIC or Subcontractor by an agency of the United States or the District, not to constitute an allowable charge or cost hereunder.
Audit Adjustment. Any payment made hereunder shall be subject to retroactive reduction for amounts included therein which are found by NYSERDA on the basis of any audit of the Owner by an agency of the United States, State of New York or NYSERDA not to constitute an allowable charge or cost hereunder.
Audit Adjustment. (a) Seller shall deliver to Purchaser the 2012 Audited Financial Statements and, to the extent required pursuant to Rule 3-05 of Regulation S-X for Purchaser to meet its external financial reporting obligations under the Exchange Act, (i) the audited balance sheet of the Customer Care Business as of December 31, 2013 and (ii) the audited statements of income and cash flows of the Customer Care Business for the year ended December 31, 2013 (the “2013 Audited Financial Statements”). Seller shall prepare a statement (the “Initial 2012 Audit Adjustment Statement”) setting forth (x) the 2012 Audited Income which shall be prepared in the same manner (including by using the same methodologies, principles, policies and procedures) as the 2012 Unaudited Income was prepared in Section 7.06 of the Seller Disclosure Letter, and (y) the Audit Adjustment Amount, and deliver such Initial 2012 Audit Adjustment Statement along with the 2012 Audited Financial Statements to Purchaser.
(b) If Purchaser objects to the Initial 2012 Audit Adjustment Statement, Purchaser shall deliver to Seller, as soon as reasonably practicable and in no event later than 15 Business Days following receipt of the Initial 2012 Audit Adjustment Statement, a notice setting forth in reasonable detail such objections (an “Audit Objection Notice”), together with reasonable supporting documentation. If Purchaser does not timely deliver an Audit Objection Notice to Seller or if Purchaser notifies Seller that it has no objections, the Initial 2012 Audit Adjustment Statement shall be final and binding on the Parties for purposes of this Section 2.06 and shall be deemed the “Final 2012 Audit Adjustment Statement”.
(c) If Purchaser timely delivers an Audit Objection Notice to Seller, Purchaser and Seller shall attempt in good faith to resolve such matters within 10 days after receipt of the same by Seller (the “Audit 10-Day Period”), and if unable to do so, Purchaser and Seller shall refer all remaining disputes (the “Audit Disputed Items”) to an independent public accounting firm mutually acceptable to Seller and Purchaser (the “Audit Dispute Accounting Firm”) promptly upon the expiration of the Audit 10-Day Period, which shall be instructed to arbitrate and resolve such disputes within 20 Business Days of the referral. The Audit Dispute Accounting Firm shall have authority hereunder to interpret this Section 2.06 and other provisions of this Agreement only to the extent necessary to resolve disputes under ...
Audit Adjustment. Any payment made under the Contract shall be subject to retroactive reduction for amounts included therein which are found on the basis of any audit of VEIC or the Contractor by an agency of the United States not to constitute an allowable charge or cost hereunder.
Audit Adjustment. If any audit of the records, books or accounts relating to the Project discloses an overpayment or underpayment of the Management Fee or any other fee payable to Manager pursuant to this Agreement, the Owner or the Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of the Management Fee or any other fee payable to Manager pursuant to this Agreement for any fiscal year of more than the correct Management Fees or other fees for such fiscal year, the Manager shall bear the cost of such audit.
