Common use of Audits by the Parties Clause in Contracts

Audits by the Parties. The actions of the parties in connection with this Agreement will, at the election of either party, be subject to compliance verification (“Compliance Audits”) by the parties and their outside auditors. For purposes of Compliance Audits, and to facilitate audits, reviews and investigations by any Governmental Authority, GMAC and GM will each provide the other party and, subject to the execution of appropriate and reasonable confidentiality agreements, its agents, upon not less than five business days prior notice, reasonable assistance and access, during regular business hours, to its files, books and records pertaining to the calculations and other matters contemplated by this Agreement. Neither GM nor GMAC may perform a Compliance Audit more than once in any 6-month period. Compliance Audits will be limited in duration, manner and scope to that which is reasonably necessary and appropriate to confirm compliance with the terms and conditions of this Agreement or the accuracy of any calculation or determination made hereunder.