Audit and Adjustments Clause Samples

Audit and Adjustments. All Royalty payments will be considered final and in full satisfaction of all obligations of the Optionee unless the Optionor gives the Optionee \vritten Notice describing and setting forth an objection to the determination or calculation of the Royalty within one year after receipt by the Optionor of the Operations Report referred to in Section 5.2 that relates to the Royalty payment in question. If the Optionor objects to a particular Operations Report, then the Optionor shall have the right, for a period of 90 days after the Optionee receives Notice of such objection, upon reasonable Notice and at all reasonable times, to have the Optionee's accounts and records relating to the calculation of the Royalty in question audited by an independent firm of certified public accountants selected by the Optionor. If such audit determines that there has been a deficiency or an excess in the payment made to the Optionor, such deficiency or excess will be resolved by adjusting the next Quarterly Royalty payment due. The Optionor will pay all costs of such audit unless a deficiency of 5% or more of the amount due to the Optionor is determined to exist. The Optionee will pay the costs of such audit if a deficiency of 5% or more of the amount due to the Optionor is determined to exist. Failure on the part of the Optionor to make claim on the Optionee 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 reasonably determined by the Optionor 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, the Royalty Statement or information provided by an Offtaker, 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. (b) The Royalty Holder must raise any questions relating to the accuracy of the information provided by an Offtaker in any offtake sales documents that is not derived from information provided by the Company, within 60 days of the delivery of such documents in accordance with Section 6.2. If such questions are not resolved within such 60 day period, then the matter will be referred to independent external experts chosen by the Parties, whose assessment will be final and determinative of the accuracy of such information. This Section 3.5(b) will not limit or restrict Royalty Holder’s inspection or audit rights under any other provision of this Agreement, except with respect to the accuracy of the information provided by the Offtaker in offtake sales documents delivered pursuant to Section 6.2 that is not derived from information provided by the Company. (c) Each Royalty payment will be considered final and in full satisfaction of all obligations of the Company with respect to that payment unless the Royalty Holder gives the Company written notice within [***] after receipt by the Royalty Holder of the Royalty Statement (that complies with Section 6.2) that relates to the Royalty payment in question.

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.

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. (b) For purposes of the Effective Date Balance Sheet: (A) assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year end (which normally are determined through the application of so-called interim accounting conventions or procedures) will be determined through full application of the procedures used in preparing the Balance Sheet applied on a basis consistent with the preparation of the Financial Statements; (B) Prepaid Expenses and Deposits shall be reduced to the value realizable by the Purchaser; and (C) Merchandise will be valued as set forth in Section 3.3. (c) Ernst & Young LLP at the cost of the Purchaser shall perform an audit of the Effective Date Balance Sheet and prepare and deliver to the Purchaser and the Vendor their report thereon within 60 days following the Closing Date. (d) The Purchaser and the Vendor will make available to each other the books, records, and employees of each other, and to their respective accountants and other representatives, at reasonable times and upon reasonable notice, for inspection and copying, as the same may be necessary for the preparation by the Vendor of the Effective Date Balance sheet, the preparation by Ernst & Young LLP’s of its report thereof and the Purchaser’s review of the Effective Date Balance Sheet, and the resolution of any objections thereto. The Vendor will make available to the Purchaser and their respective representatives the work papers and back-up materials used in preparing the Effective Date Balance Sheet as reasonably requested. (e) The Purchase Price payable to the Vendor for the Purchased Assets will be decreased (or increased) dollar-for-dollar by the amount, if any, by which the book value of the Purchased Assets as of the Effective Date as reflected on the Effective Date Balance Sheet is less than (or greater than) $66,598,000.