Joint Venture Audits Sample Clauses

Joint Venture Audits. There are no ongoing or proposed joint venture audits under the Title and Operating Documents or otherwise relating to the Assets.

Joint Venture Audits. To the Vendor’s Knowledge, except as set forth in Schedule “Q”, there are no ongoing or proposed joint venture audits under the Title and Operating Documents or otherwise relating to the Assets; and

Joint Venture Audits. (a) Each notice or enquiry received or sent by the Company, or hereafter received or sent by the Company as a result of any joint venture or similar audit (herein a "Joint Venture Audit") conducted before or after August 1, 1996 as to expenses incurred or revenues received in respect of any of the Assets prior to August 1, 1996 pursuant to an operating agreement is referred to herein as an "Audit Notice". If an Audit Notice is received or given after Closing, the Purchaser shall within 30 days of the receipt or giving of the Audit Notice forward a copy of the Audit Notice to the Representative. (b) If any Audit Notice is to the effect that a payment in excess of $100,000 should be made by or to the Company to or by another Person, the Vendors shall be entitled to have reasonable access during normal business hours to review the records of the Company pertaining to the matter, in order to evaluate the matters disclosed in the Audit Notice. Neither the Purchaser nor the Company shall make a payment by way of an adjustment resulting from any such Joint Venture Audit, of expenses or revenues pertaining to any period ending on or prior to August 1, 1996, without the consent of the Representative acting reasonably, except pursuant to the award of a Court or arbitrator. Subject to Sections 5.1, 9.1 and 9.2, if the amount of the payment to be made or received by the Company, as the case may be, exceeds $100,000, the Vendors shall forthwith reimburse the Company for, or the Purchaser shall cause the Company to pay to the Representative (for immediate disbursement to the Vendors as their interests appear), as the case may be, the amount by which the said payment exceeds $100,000. (c) The Vendors shall have the right at their own expense (not to be paid out of the Escrow Account) and employing counsel of their own choice to contest any Audit Notice to the effect that a payment in excess of $100,000 should be made by the Company to another Person. In that event, the Purchaser shall have the right to retain its own counsel but the fees and expenses of such counsel shall be at the expense of the Purchaser.