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