Common use of Audit and Adjustments Clause in Contracts

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. All Royalty payments will be considered final and in full satisfaction of all obligations of the Payor Optionee unless the Recipient Optionor gives the Payor written Optionee \vritten Notice describing and setting forth an objection to the determination or calculation of the Royalty within one year after receipt by the Recipient Optionor of the Operations Report referred to in Section 5.2 that relates to the Royalty payment in question. If the Recipient Optionor objects to a particular Operations Report, then the Recipient Optionor shall have the right, for a period of 90 days after the Payor Optionee receives Notice of such objection, upon reasonable Notice and at all reasonable times, to have the Payor’s Books Optionee's accounts and Records 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 RecipientOptionor. If such audit determines that there has been a deficiency or an excess in the payment made to the RecipientOptionor, such deficiency or excess will be resolved by adjusting the next Quarterly Royalty payment due. The Recipient Optionor will pay all costs of such audit unless a deficiency of 5% or more of the amount due to the Recipient Optionor is determined to exist. The Payor Optionee will pay the costs of such audit if a deficiency of 5% or more of the amount due to the Recipient Optionor is determined to exist. Failure on the part of the Recipient Optionor to make claim on the Payor 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. 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 '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. 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 's accounts and Records 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 reasonably determined by the Recipient to exist in respect of any Royalty payment, then no time limit shall preclude audits and adjustments on past Royalty payments.