Audit and Adjustments. All Royalty payments will be considered final and in full satisfaction of all obligations of the Payor unless the Recipient gives the Payor written Notice describing and setting forth an objection to the determination or calculation of the Royalty within one year after receipt by the Recipient of the Operations Report referred to in Section 5.2 that relates to the Royalty payment in question. If the Recipient objects to a particular Operations Report, then the Recipient shall have the right, for a period of 90 days after the Payor receives Notice of such objection, upon reasonable Notice and at all reasonable times, to have the Payor’s Books and Records relating to the calculation of the Royalty in question audited by an independent firm of certified public accountants or chartered accountants selected by the Recipient. If such audit determines that there has been a deficiency or an excess in the payment made to the Recipient, such deficiency or excess will be resolved by adjusting the next Quarterly Royalty payment due. The Recipient will pay all costs of such audit unless a deficiency of 5% or more of the amount due to the Recipient is determined to exist. The Payor will pay the costs of such audit if a deficiency of 5% or more of the amount due to the Recipient is determined to exist. Failure on the part of the Recipient to make claim on the Payor for adjustment in such one-year period will establish the correctness of the Royalty payment and preclude the filing of exceptions thereto or making of claims for adjustment thereon; provided however that if fraud or gross negligence is determined to exist in respect of any Royalty payment, then no time limit shall preclude audits and adjustments on past Royalty payments.
Audit and Adjustments. (a) Without limiting any other provision of this Agreement, to the extent that the Royalty Holder has any questions regarding the calculation of the Royalty or the Royalty Statement the Company must forthwith provide background information and documentation relating to the same and work in good faith to resolve the Royalty Holder’s questions, subject to any third-party confidentiality obligations of the Company and its Affiliates (in which case the Company will provide such information directly to the Royalty Holder’s auditor).
Audit and Adjustments. (a) The Vendor will prepare the Effective Date Balance Sheet in accordance with Canadian generally accepted accounting principles, applied on a basis consistent with the preparation of the Financial Statements.
Audit and Adjustments. Company shall maintain books and records to support the Costs of Capital Improvements and Costs of Operation for such period of time as EGS-LA shall direct. From time to time, EGS-LA and Company shall permit, at EGS-LA's option and expense as appropriate, in accordance with any applicable Entergy Corporation System established auditing policies (excluding any such policy that would limit or preclude the right of EGS-LA to conduct such audits), conduct or cause to be conducted by others, including authorities having jurisdiction, audits of the books and records of Company. Such audits shall be conducted at reasonable mutually agreed upon times, with agreement not being unreasonably withheld. Further, Company shall make available to EGS-LA a copy of any audit reports prepared by or at the request of Company concerning its books and records relating to the Operation of River Bend, and the cost of preparing such audit reports shall be a Cost of Operation payable pursuant to this Article V. Company shall credit EGS-LA, with recoveries, whenever received, from third parties and shall charge or credit EGS-LA with any underpayments or overpayments of Costs of Capital Improvements and Costs of Operation, as the case may be. Force Majeure shall not excuse failure by Company to credit EGS-LA with third party recoveries or overpayments of Costs of Capital Improvements and Costs of Operation owing to EGS-LA at any time.
