Audit Settlements. If any audit reveals that Supplier is not in compliance with any generally accepted accounting principle or other requirement of this Agreement, Supplier and Gap shall promptly meet to review the audit report, and shall mutually agree upon an appropriate and effective manner in which to respond to identified deficiencies, and implement changes suggested by the audit at Supplier’s cost and expense. If corrective action is suggested by an auditor or regulatory authority, and mutually agreed to by the Parties in accordance with the preceding sentence as a Supplier responsibility, Supplier shall implement such corrective action (at its cost and expense) within the period of time specified by such auditor or regulatory authority. If, at any time during or after the Term, a Permitted Auditor conducts an audit of Supplier regarding the work performed under this Agreement, and if the results of such audit find that Gap’s dollar liability for any such work is less than payments made by Gap to Supplier for the work that is the subject of the audit then the difference plus the net present value of the difference as incurred calculated using an interest rate equal to * at the time of audit finding (“Cost of Funds”), which amounts shall be either repaid by Supplier to Gap by cash payment upon demand or, at the sole option of Gap, deducted from any amounts due to Supplier from Gap, whether under this Agreement or otherwise. If the results of such audit find that Gap’s dollar liability for any such work is less than payments made by Gap to Supplier for the work that is the subject of the audit by * or more, then Supplier shall also pay Gap’s reasonable costs of audit associated with discovering such difference as provided above. Notwithstanding the foregoing, (1) Supplier shall __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. be required to pay for the audit up to the amount of the difference, and (2) all amounts of the audit in excess of the difference shall be split equally among the Parties. Supplier shall not be responsible to pay the Cost of Funds as to audits conducted thirty (30) months or more after an overcharge occurred.
Audit Settlements. With respect to each Multi-Character License under which sales of Classic Items and merchandise based on intellectual property which is not part of the Property are reported under different SKUs, to the extent that audit claims are based upon documented underpayments relating solely to merchandise featuring Classic Items or relating solely to merchandise featuring intellectual property which is not part of the Property, that portion of the total amount received by Marvel in settlement of (or litigation relating to) audit claims and other disputes with the applicable licensee which is attributable to the above-described claims must be allocated in proportion to such documented character-specific underpayments. Except as provided in the preceding sentence, all amounts received by Marvel in settlement of (or litigation relating to) audit claims and other disputes with the applicable licensee must be allocated in proportion to earned royalties (i.e., there will be allocated to Classic Items an amount equal to the aggregate amount of the settlement received by Marvel (less any amounts attributable to documented character-specific underpayments under the preceding sentence) multiplied by a fraction of which (x) the numerator is the amount of cumulative earned royalties from actual sales of the applicable Classic Item(s) from the commencement of the license term through the applicable payment date, and (y) the denominator is the amount of cumulative earned royalties from actual sales of all merchandise (including Classic Items) under the applicable Multi-Character License during the same period).
Audit Settlements. If any audit reveals that IBM is not in compliance with any generally accepted accounting principle, insufficient performance of IBM’s obligations under this Agreement relating to the key general computing controls set forth in Schedule M or other requirement of this Agreement, IBM and VMU shall promptly meet to review the audit report, and shall mutually agree upon an appropriate and effective manner in which to respond to identified deficiencies, and implement changes suggested by the audit at IBM’s cost and expense. If corrective action is suggested by an auditor or regulatory authority, and mutually agreed to by the Parties in accordance with the preceding sentence as a IBM responsibility, IBM shall implement such corrective action (at its cost and expense) within the period of time specified by such auditor or regulatory authority. If, at any time during or after the Term, a Permitted Auditor conducts an audit of IBM regarding the work performed under this Agreement, and if the results of such audit find that VMU’s dollar liability for any such work is less than payments made by VMU to IBM for the work that is the subject of the audit then the difference plus the net present value of the difference as incurred calculated using an interest rate equal to 2 percent at the time of audit finding (“Cost of Funds”), which amounts shall be repaid by IBM to VMU by deducting from any amounts due to IBM from VMU, whether under this Agreement or otherwise. If the results of two or more such audits find that VMU’s dollar liability for any such work is less than payments made by VMU to IBM for the work that is the subject of the audit by five percent (5%) or more, then IBM shall also pay VMU’s reasonable costs of audit associated with discovering such difference as provided above for the second such audit and subsequent such audits.
Audit Settlements. Taxpayers are granted access to a MAP regardless of any audit settlements made with the Inland Revenue Department.
