Audit of Fees Sample Clauses

Audit of Fees. Upon reasonable notice from Customer, no more frequently than once in any twelve (12) month period (unless otherwise required by any regulatory authority), Customer may audit the fees charged to Users for any period not previously audited by Customer, for which Contractor is required to retain records, to determine that such fees are accurate and in compliance with this Agreement, except that Customer may audit previously audited fees if, as the result of a current audit or the receipt or discovery of any other information, Customer has reasonable cause to believe that inaccuracies or discrepancies exist which previous audits failed to disclose. If, as a result of an audit, Customer determines that Contractor has overcharged Users, Customer shall notify Contractor of the amount of such overcharge and if Contractor agrees with the results of Customer’s audit or if Customer prevails in any arbitrated dispute regarding such audit, Contractor shall promptly refund to affected Users the amount of the overcharge, plus interest, at the rate of one and one quarter percent (1 1/4%) per month or the highest rate allowed by law, whichever is lower, from the date payment was received. In the event any such audit reveals an overcharge to Users during any audited period exceeding five percent (5%) or more of a particular fee category, Contractor shall reimburse Customer for the cost of such audit. If Contractor disagrees with the results of said audit, Contractor and Customer shall resolve any dispute in accordance with the provisions of Article 26 below.
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Audit of Fees. Upon JPMC’s request with reasonable notice, Supplier will permit, for each Schedule, technical, financial and operational audits of Supplier and its Affiliates, related to the subject matter of this Agreement as applicable to each Schedule, by the internal and external auditors and personnel of JPMorgan Chase & Co. and regulators (collectively, “Auditors”). Audits by internal or external auditors and personnel of JPMorgan Chase & Co. will not occur more than twice in any calendar year per Schedule unless such audit is materially different in scope from a preceding audit or JPMC has a good faith belief that Supplier is in material breach of the Agreement. During each audit, Supplier will grant the Auditors reasonable access to Supplier’s books, records, third-party audit and examination reports, systems, facilities, controls, processes, procedures, service level measurement systems, and actual service levels to the extent related to a reasonable assessment of Supplier’s performance of its obligations to JPMC. Supplier will, in a timely manner, fully cooperate with the Auditors and provide the Auditors all assistance as they may reasonably request in connection with the audit. The Auditors will seek to avoid disrupting Supplier’s operations during the audit. If the Auditors document either an overcharge of the fees for the audited period or a material breach of Supplier’s obligations, Supplier will promptly (a) reimburse JPMC for its reasonable cost of performing the audit if the overcharge is more than two percent of the fees for the audited period, (b) reimburse JPMC for any overcharge (c) promptly correct any identified breach, and (d) such audit shall not be counted for the purposes of the limitation in the second sentence above.” E. Section 8, Payments to Supplier, is hereby amended to include the following sections:
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Audit of Fees. In the event Company disputes the amount of any Fees as reflected on any invoice, Company shall have the right, during regular business hours and upon reasonable notice to Vendor, to have an independent auditor reasonably satisfactory to Vendor in Vendor's sole discretion inspect the financial books and records of Vendor relating to the calculation of such Fees for the limited purpose of conducting an audit thereof. Company shall pay the entire cost of any such audit. If the audit shows an overpayment by Company, Vendor shall credit the amount of such overpayment to the account of Company within five (5) Business Days of such audit finding and shall reimburse the reasonable costs of such audit to Company if overpayment is equal to $50,000 or more. Absent good cause, such audit rights may be exercised by Company no more frequently than two (2) times per calendar year.
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Audit of Fees. Upon reasonable prior written notice from JPMC, but in no event more than once in any twelve (12) month period, Supplier shall provide JPMC and its authorized agents with access to such financial records and supporting documentation as may be reasonably requested by JPMC, and JPMC may audit the Fees pursuant to an applicable Task Order to determine that such Fees are accurate and in accordance with such Task Order. If, as a result of such audit, JPMC determines that Supplier has overcharged JPMC, JPMC shall provide written documentation of such claim to Supplier and notify Supplier of the amount of such overcharge and Supplier, after review of such documentation and any necessary adjustment, shall promptly pay to JPMC the amount of the overcharge, plus interest at the prime rate (as quoted in the Wall Street Journal on the last day of the month prior to such month when payment is due) plus one and [******************] per annum, but in no event to exceed the highest lawful rate of interest, calculated from the date of receipt by Supplier of the overcharged amount until the date of payment to JPMC. If any such audit reveals an overcharge to JPMC by Supplier of [**********] or more of a particular fee category overall, Supplier shall also reimburse JPMC promptly for the cost of such audit. All information disclosed during any audit shall be held as Supplier Confidential Information and shall not be disclosed except for the purposes of this Section 8.6 (Audit of Fees) and as otherwise required to be disclosed to agents and regulators of JPMC. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
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Audit of Fees. Each party may cause an audit of the cash flow payable to Advisor hereunder, including the calculations under this Agreement. An audit may be conducted by any accounting firm chosen by the party seeking such audit; provided, that, the party seeking such audit shall be solely responsible for the costs and expenses associated with such audit.
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Audit of Fees. 36 9. Taxes 37 9.1. Taxes Generally........................................................... 37 9.2. Tax Treatment of Relocation............................................... 37 9.3. Tax Treatment of Fidelity Software........................................ 37 9.4.
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Audit of Fees. Upon reasonable notice from Fidelity, Vendor shall provide Fidelity and its authorized agents with access to such financial records and supporting documentation applicable to Services as may be reasonably requested by Fidelity, and Fidelity may audit the Fees pursuant to an applicable Work Order to determine that such Fees are accurate and in accordance with such Work Order. If, as a result of such audit, Fidelity determines that Vendor has overcharged Fidelity, Fidelity shall notify Vendor of the amount of such overcharge and Vendor shall promptly pay to Fidelity the amount of the overcharge, plus interest at the prime rate (as quoted in the Wall Street Journal on the last day of the month prior to such month when payment is due). If any such audit reveals an overcharge to Fidelity by Vendor of [****] or more of a particular fee category, then Vendor shall also reimburse Fidelity promptly for the cost of such audit. Fidelity shall maintain a reasonable audit trail of all requests for off-shore development services and contracts awarded to third party vendors for Development Projects subject to the provisions of Section 2.1(d) and 2.1(e). If so requested by Vendor, Fidelity shall engage an independent outside auditor, who shall have no business relationship with Vendor, to confirm Fidelity's statements to Vendor that it has complied with its obligations set forth in Section 2.1(d) and (e) hereof. If such outside auditor confirms Fidelity's obligations, then Vendor shall reimburse Fidelity for the internal and out-of-pocket costs of such audit.
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Related to Audit of Fees

  • Payment of Fees All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

  • REIMBURSEMENT OF FEES AND COSTS The Parties acknowledge that Xxxxxxx and her counsel offered to reach preliminary agreement on the material terms of this dispute before reaching terms on the amount of fees and costs to be reimbursed to them. The Parties thereafter reached an accord on the compensation due to Xxxxxxx and her counsel under general contract principles and the private attorney general doctrine and principles codified at California Code of Civil Procedure § 1021.5, for all work performed through the mutual execution of this agreement. Under these legal principles, ABG shall reimburse Xxxxxxx’s counsel for fees and costs incurred as a result of investigating and bringing this matter to ABG’s attention, and negotiating a settlement in the public interest. Within ten (10) days of the Effective Date, ABG shall issue a check payable to “Xxxxxxx & Xxxxx” in the amount of $4,500.00 for delivery to the address identified in § 3.2(a)(i), above.

  • Reimbursement of Fees and Expenses The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement of reductions of its investment management fee under the Investment Advisory Agreement.

  • Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by a Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years after the year in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

  • Adjustment of Fees Trust acknowledges that from time to time after the first anniversary of the Effective Date, Administrator may increase all non-asset based Fees upon sixty days written notice to the Trust, in an amount equal to the greater of: (a) five percent; or (b) the percentage increase in the CPI since the Effective Date of the first such increase and since the date of the immediately preceding increase with respect to all subsequent increases; provided, however, that Administrator may not increase the Fees more than one time during any twelve-month period. Notwithstanding the above, in the event of an increase to Administrator’s costs for Special Third Party Services, Administrator may at any time upon thirty days written notice increase the Fees applicable to such Special Third Party Services, provided, that such fee increase will not exceed the applicable percentage increase in costs incurred by Administrator with respect to such Special Third Party Services.

  • Payment of Fees and Expenses Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

  • Payment of Fees, Etc The Borrowers shall have paid all fees, costs, expenses and taxes then payable by the Borrowers pursuant to this Agreement and the other Loan Documents, including, without limitation, Section 2.06 and Section 12.04 hereof.

  • Treatment of Fees The fees described in this Section 5 (a) are not compensation for the use, detention, or forbearance of money, (b) are in addition to, and not in lieu of, interest and expenses otherwise described in this Agreement, (c) are payable in accordance with Section 3.1(c), (d) are non-refundable, and (e) to the fullest extent permitted by Law, bear interest, if not paid when due, at the Default Rate.

  • Reimbursement of Attorneys’ Fees and Costs The Parties acknowledge that Xxxxxxx and his counsel offered to resolve this dispute without reaching terms on the amount of fees and costs to be reimbursed to them, thereby leaving the issue to be resolved after the material terms of the agreement had been settled.

  • Payment of Fee The cash management fee referred to in Clause 9.1 (Fee Payable) shall only be payable to the Current Issuer Cash Manager on each Payment Date in the manner contemplated by, in accordance with and subject to the provisions of the Current Issuer Pre-Enforcement Revenue Priority of Payments or, as the case may be, the Current Issuer Post-Enforcement Priority of Payments.

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