Audit Claim definition

Audit Claim means a non-tort, non-statutory, breach of contract claim seeking payment in full of a contractually defined participation in the financial performance from the exploitation of a motion picture (and/or ancillary rights relating thereto) or merchandising rights (and/or related rights)and/or seeking a determination as to the proper interpretation or application of the contractual provisions under which any such participation is payable.. All Audit Claims between the parties shall be determined by arbitration in accordance with the procedures set forth in Section 24.b(ii), above, subject to the following: The claimant ("Payee") will conduct an audit of the books of the other party ("Payor") pursuant to procedures set forth in the applicable agreement and present to the Payor an audit report setting forth the nature and amount of the Payee's Audit Claims in reasonable detail. The Payor shall have 30 days within which to respond in writing to the audit report. The parties shall then negotiate in good faith for a period ("Negotiating Period") of 10 business days from the date of the Payor's response with a view to resolving the Audit Claims. If any applicable Audit Claims are not resolved within the Negotiating Period, such Audit Claims will be resolved in accordance with the procedures of Section 24.b(ii), above, except for the following: The arbitration hearing shall commence within 30 days after expiration of the Negotiating Period. If the Arbitrator cannot schedule the hearing within the 30 day prescribed period, then he or she shall schedule the hearing for the earliest possible date thereafter. The Arbitrator may request briefing of the issues relating to the Audit claims, which briefs shall be exchanged no later than ten (10) days before the arbitration hearing. During the period between the end of the Negotiating Period and the commencement of the arbitration hearing, the Arbitrator shall engage an independent accountant ("Accounting Master") to review any and all accounting books and records of the Payor available for audit under the provisions of the applicable agreement and deemed relevant by the Accounting Master in order to resolve the Audit Claims. The Accounting Master shall report his or her findings to the Arbitrator, the Payor and the Payee prior to the commencement of the arbitration hearing. The Arbitrator shall make a final determination of all Audit Claims and issue a final and binding arbitration award within 10 business days after the con...
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Examples of Audit Claim in a sentence

  • Within 30 days’ receipt of Tenant’s undisputed Audit Claim, Landlord shall reimburse Tenant for any overpayment and, if such audit reveals an overpayment by Tenant of more than 5% of the actual Operating Expenses, Landlord shall pay for Tenant’s reasonable costs of conducting the audit.

  • The Partnership will indemnify and will hold harmless the Partnership Representative from and against any and all Indemnified Audit Claim Expenses and Indemnified Expenses.

  • Both parties will cooperate with such accounting firm so that it can make a determination so as to the validity of the Tenant’s Audit Claim.

  • Upon expiration of 180 days following the submission by Initial Shipper of an Audit Claim, Carrier shall pay Initial Shipper the full amount of any such claims as to which Carrier has failed to respond with reasonable documentary support showing the inaccuracy of such Audit Claim.

  • No Audit Notice or Audit Claim will be effective if, when given or made, a Material Non-monetary Default of this Lease (as defined in Section 16.18) has occurred and is then continuing or a monetary Default under Section 15.1 (a) has occurred and is then continuing.

  • The Audit Claim shall state in reasonable detail the basis for, and calculation of the claim, and shall include a copy of any written audit or report furnished to Tenant.

  • No Audit Notice or Audit Claim will be effective if, when given, Tenant is in Default of this Lease.

  • Landlord and Tenant shall, for a period consisting of not less than 90 days after Tenant delivers to Landlord an Audit Claim (or an Objection, which is not of the type which requires an audit to resolve), attempt in good faith to resolve such Audit Claim.

  • For the avoidance of doubt, the Arbitrator's award in connection with any Audit Claim shall be limited to an award of damages in an amount equal to the net underpayment of the applicable contractually defined participation and the Arbitrator shall have no jurisdiction to award any equitable, statutory or tort damages or remedies.

  • If Landlord agrees with T▇▇▇▇▇’s Audit Claim, Landlord shall reimburse Tenant for T▇▇▇▇▇’s overpayment or Tenant shall pay Landlord for any shortfall, within thirty (30) days.