Common use of Retrospective True-Up; Independent Verification; Payment Clause in Contracts

Retrospective True-Up; Independent Verification; Payment. (a) Retrospective True-Up. Annually, as part of MPM’s and MSC’s annual budgeting process (or more frequently as determined by the Required Approval of the Steering Committee), the Steering Committee shall review and assess the accuracy throughout the year that is the subject of such audit (i.e., the fiscal year prior to the year that is the subject of the then-ongoing annual budgeting process) (the “Past Period”) of (A) the actual xxxxxxxx of Functional Services Costs and Capital Expenditures (i.e., whether the actual xxxxxxxx were consistent with this Agreement and whether the Allocation Percentage was properly applied to all eligible costs and expenses) and (B) whether the Allocation Percentage to be applied to the applicable Past Period should be adjusted and retroactively applied to the Past Period to reflect actual relative usage of the Services by each of MPM and MSC throughout the Past Period (such process, the “Periodic True-Up”). Each of MSC and MPM shall cooperate with the Steering Committee in the aforementioned process, including making appropriate personnel and materials available to the Steering Committee. Upon the Steering Committee’s determination of the appropriate allocation of actual xxxxxxxx and the Allocation Percentage, the Steering Committee shall have the authority to and shall direct that necessary and appropriate steps are taken to effectuate any adjustments determined to be appropriate as part of the Periodic True-Up, including requiring MPM or MSC, as appropriate, to pay to the other party in cash the resultant net cost share payment (each a “Periodic Reconciliation Payment”); provided, however, that there shall be no such retroactive true-up as set forth in this Section 5.06(a) with respect to any periods prior to fiscal year 2015. Any dispute regarding the applicable Approved Metrics and the Allocation Percentage that cannot be resolved by the Steering Committee shall be settled pursuant to Article XII.