Common use of Frequency; Overpayments and Underpayments Clause in Contracts

Frequency; Overpayments and Underpayments. Such inspection right shall not be exercised more than [***] without cause in any Calendar Year and not more frequently than [***] without cause with respect to records covering any specific period of time. In addition, the Auditing Party shall only be entitled to audit the books and records of the Audited Party for the [***] prior to the Calendar Year in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any Applicable Law or judicial order. The Auditor shall provide its audit report and basis for any determination to the Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an underpayment or overpayment by either Party, the underpaid or overpaid amount shall be settled promptly plus interest due on any underpayments at the Interest Rate. The Auditing Party shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided, that if an underpayment of more than [***]% of the total payments due hereunder for the applicable year is discovered, then the fees and expenses charged by the Auditor shall be paid by Audited Party.

Frequency; Overpayments and Underpayments. Such inspection right shall will not be exercised more than once in any [***] without cause in any Calendar Year and not more frequently than [***] without cause once with respect to records covering any specific period of time. In addition, the Auditing Party shall will only be entitled to audit the books and records of the Audited Party for the [***] prior to the Calendar Year [***] in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any Applicable Law or judicial order. The Auditor shall will provide its audit report and basis for any the conclusions of its determination to the Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an underpayment or overpayment by either Party, the underpaid or overpaid amount shall will be settled promptly plus interest due on any underpayments at the Interest Ratepromptly. The Auditing Party shall will pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided, that if an underpayment of more than [***]% ] of the total payments due hereunder for the applicable year is discovered, then the fees and expenses charged by the Auditor shall will be paid by Audited Party.