Fee Audits. All books and records relating to the performance of Provider’s obligations hereunder, any amounts payable to Provider hereunder, all Services that are self-performed by Provider and all Subcontracts and Supply Contracts with Affiliates of Provider shall be maintained by Provider and made available to Company and Company’s Personnel for copy, review, audit and other business purposes related to the performance of Provider’s and the Services hereunder at such reasonable times, upon reasonable notice and during normal business hours at reasonable locations. Except for self-performed Services and Subcontracts and Supply Contracts with Affiliates of Provider, Company’s audit rights shall not include the right to audit the makeup of fixed price costs or fixed rates agreed upon by Company. Should Provider fail to maintain such books and records as required hereunder and under Section 15.5 below, Provider shall provide its good faith assistance and reimburse Company for its reasonable costs in recreating such books and records. In the event that any audit by Company reveals any overpayment by Company (which overpayment may include without limitation Provider’s inability to produce adequate supporting documentation for any Service Costs paid by Company), then Provider shall repay to Company the overpaid amount upon Company’s written demand therefor and if such audit reveals underpayment by Company, then Company shall pay such underpaid amount upon written demand therefor and an invoice in accordance with Exhibit Q (Invoicing and Accounting Requirements). Company’s performance of an audit and Provider’s repayment of any overpaid amounts shall not limit any of Company’s rights and remedies with respect to such overpaid amounts or Provider’s performance of its obligations under this Agreement, all of which rights and remedies are reserved by Company. Provider shall cause the provisions of this Article 15 to be incorporated in the provisions of each Subcontractor agreement.
Fee Audits. Genco shall provide, and shall cause its subcontractors to provide, to Streamline and its designees access to such financial records and supporting documentation as may be reasonably requested by Streamline. Upon reasonable notice from Streamline, Streamline may audit the Fees charged to Streamline to determine that such Fees are accurate and in accordance with this Agreement. If, as a result of such audit, Streamline determines that Genco has overcharged Streamline, Streamline shall notify Genco of the amount of such overcharge and Genco shall promptly pay to Streamline the amount of the overcharge, plus interest at the Interest Rate, calculated from the date of receipt by Genco of the overcharged amount until the date of payment to Streamline. In the event any such audit reveals an overcharge to Streamline during any audit period exceeding 5% of all amounts charged by Genco since the previous audit, Genco shall reimburse Streamline for the reasonable costs of such audit.
Fee Audits. Authorized Purchaser Auditors may audit the charges charged to any Authorized Purchaser to determine if such charges are accurate and in accordance with the terms of the Contract and the applicable Contracts. Upon reasonable advance written notice from Authorized Purchaser, Contractor will provide Authorized Purchaser Auditors with access to such financial records and supporting documentation as may be requested by Authorized Purchaser in order to make such determination. If, as a result of such audit, Authorized Purchaser determines that Contractor has overcharged any Authorized Purchaser, Authorized Purchaser will notify Contractor and Authorized Purchaser of the amount of such overcharge and Contractor will promptly pay to the Authorized Purchaser the amount of the overcharge, plus interest calculated from the date of receipt by Contractor of the overcharged amount until the date of payment to the Authorized Purchaser.
Fee Audits. During the Term and for a period of twelve (12) months after the termination or expiration of this Agreement, RUS shall retain complete and accurate records and supporting documentation sufficient to document RUS’s performance of the BETA Services and to support the invoices submitted by RUS to AssetMark under this Agreement. Upon at least thirty (30) days prior written notice from AssetMark, RUS shall provide AssetMark, or an AssetMark Auditor, with access to such financial records and supporting documentation as may be requested by AssetMark or its designated third party auditor so that they may audit the BETA Services provided and the fees charged to AssetMark hereunder to determine if such fees are accurate and in accordance with this Agreement. No Fee Audit shall go back further than to January 1 of the last full calendar year preceding the date of the audit or, in the case of an audit after the Term, to the date that is twelve (12) months preceding the last day of the Term. If, as a result of such audit, an AssetMark Auditor reasonably determines that RUS has overcharged AssetMark under this Agreement, AssetMark shall notify RUS of the amount of such overcharge and RUS shall promptly pay to AssetMark an amount equal to (i) the amount of the overcharge, (ii) plus interest on the overpaid amount at the rate of LIBOR plus two percent (2%) per annum from the date of Confidential Information of AssetMark and RUS RUS’s receipt of such payment, and (iii) in the event such overcharge, netted against any undercharges on the same invoice or invoice period, was five percent (5%) or more of the invoiced amount, the reasonable costs and expenses incurred by AssetMark in conducting such audit. If, as a result of such audit, AssetMark or its designated third-party auditor reasonably determines that RUS has undercharged, netted against any overcharges on the same invoice or invoice period, AssetMark under this Agreement, AssetMark shall notify RUS of such undercharge, but shall not be obligated to pay RUS the amount of such net undercharge.
