Common use of By Cardinal Clause in Contracts

By Cardinal. Cardinal shall have the right, without cause, no more than one (1) time in any twelve (12) month period upon reasonable notice and during normal business hours, to review such records of Adams, or to have a third-party consultant review such records of Carxxxxx, as may be necessary to verify the accuracy of the amounts paid by Adams to Cardinal hereunder; provided, however, that Cardinal shall hxxx xdditional rights of review and audit as shall be necessary to the extent that Cardinal shall have a reasonable basis and need for such additional reviews and audits. Should such review disclose any underpayment by Adams, then, at Cardinal's sole option, Adams shall either pay to Carxxxxx the amount of such underpayment, ox Xxxdinal may setoff the amount of such overpayment against any amounts owed by Cardinal or one of its Affiliates to Adams or one of its Affiliates. Cardinal shall pay all fees of the acxxxxxants or other personnel performing such verification unless it discloses any understatement of amounts invoiced of more than two percent (2%), in which case Adams shall bear all reasonable costs of the audit.

By Cardinal. Cardinal shall have the right, without cause, no more than one (1) time in any twelve (12) month period upon reasonable notice and during normal business hours, to review such records of AdamsXxxxx, or to have a third-party consultant review such records of CarxxxxxCardinal, as may be necessary to verify the accuracy of the amounts paid by Adams Xxxxx to Cardinal hereunder; provided, however, that Cardinal shall hxxx xdditional have additional rights of review and audit as shall be necessary to the extent that Cardinal shall have a reasonable basis and need for such additional reviews and audits. Should such review disclose any underpayment by AdamsXxxxx, then, at Cardinal's sole option, Adams Xxxxx shall either pay to Carxxxxx Cardinal the amount of such underpayment, ox Xxxdinal or Cardinal may setoff the amount of such overpayment against any amounts owed by Cardinal or one of its Affiliates to Adams Xxxxx or one of its Affiliates. Cardinal shall pay all fees of the acxxxxxants accountants or other personnel performing such verification unless it discloses any understatement of amounts invoiced of more than two percent (2%), in which case Adams Xxxxx shall bear all reasonable costs of the audit.