Audit and Adjustment Clause Samples

The Audit and Adjustment clause grants one party the right to review and verify the financial records or calculations relevant to a contract, ensuring accuracy and compliance. Typically, this clause allows for periodic audits of invoices, payments, or reported figures, and if discrepancies are found, adjustments—such as refunds or additional payments—may be required. Its core function is to promote transparency and accuracy in financial dealings, helping to resolve errors or disputes over amounts owed and fostering trust between the parties.
Audit and Adjustment. In addition to any other powers under Lao PDR Law, Government shall be entitled to audit the tax returns of Project Company for a period of five (5)years from the date of filing and to make such adjustments as may be required to reasonably reflect Project Company’s income or tax liability. Project Company shall make such information available to Government as reasonably required to conduct such audit including information, which may be held by affiliated or related Persons outside of Lao PDR.
View SourceView Similar (4)
Audit and Adjustment. 11 Section 2.4. Financing for the Partnership...............................................12 ARTICLE III
View Source
Audit and Adjustment. Opco shall maintain books and records to support the Costs of Operation, which books and records shall be maintained by Opco for such periods of time as Participants shall direct by Participants' Direction. As soon as practical, but no later than ninety (90) days after the end of each calendar year, Opco shall prepare and deliver to each Participant a report prepared by an independent public accounting firm selected by Participants by Participants' Direction reflecting the results of an audit of the books and records of Opco. The cost of preparing such audit reports shall be Costs of Operation. Further, from time to time, any of the Participants may, at the applicable Participant's cost and expense, conduct or cause to be conducted by others, including regulatory authorities having jurisdiction, audits of the books and records of Opco. Such audits shall be conducted at reasonable mutually agreed upon times, with agreement not being unreasonably withheld. Opco shall credit each Participant with its Participant's Share of recoveries, whenever received, from third parties and shall charge each Participant with its appropriate share of any underpayments of Costs of Operation and promptly transmit and refund amounts received in payment of such underpayments to the Participant or Participants who have made overpayments with respect to such Costs of Operation as provided for in Section 5.2 hereof.
View Source
Audit and Adjustment. Purple may audit EdiZONE’s books and records within 60 days after the Effective Date to verify the royalty amounts received from ACTI under the License Agreement, and EdiZONE will reasonably cooperate with any such audit at Purple’s request. Purple will bear its costs to perform such audit, and will maintain the results thereof in confidence. If Purple completes such an audit within that time period, the Transfer Payment will be subject to adjustment to the extent set forth below, and such adjustment will be made (via refund by EdiZONE or additional payment by Purple, as the case may be) no later than 60 days after the Effective Date or 15 days after Purple informs EdiZONE of the results of such audit, whichever is later. (a) If the audit establishes that the Transfer Payment is at least $10,000 greater than three times the amount of ACTI royalties EdiZONE has received under the License Agreement in respect of the royalty periods between June 1, 2019 and May 31, 2020 (“3X LTM Royalties”), then EdiZONE will refund to Purple the difference between the Transfer Payment amount and 3X LTM Royalties. (b) If the audit establishes that 3X LTM Royalties are at least $10,000 greater than the Transfer Payment, then Purple will additionally pay EdiZONE the difference between 3X LTM Royalties and the Transfer Payment amount.
View Source
Audit and Adjustment. Promptly after the Closing Date, but in no event later than sixty (60) days thereafter, the Partnership shall cause (i) Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ to audit the combined consolidated financial statements of the Weat▇▇▇▇▇▇▇ ▇▇▇pression Business at and as of December 31, 1998, adjusted to reflect transactions after that date to the Closing Date (the balance sheet included in such financial statements is hereinafter referred to as the "Weat▇▇▇▇▇▇▇ ▇▇▇sing Date Balance Sheet"), and to provide an unqualified written opinion on the financial statements at and as of December 31, 1998, and an opinion with respect to the Net Assets of the Weat▇▇▇▇▇▇▇ ▇▇▇pression Business as of the Closing Date based on the audit of the financial statements at December 31, 1998, brought down to reflect transactions after that date, and (ii) KPMG Peat Marwick LLP to audit the combined consolidated financial statements of the Global Compression Business at and as of December 31, 1998, adjusted to reflect transactions after that date to the Closing Date (the balance sheet included in such financial statements is hereinafter referred to as the "Global Closing Date Balance Sheet") and to provide an unqualified written opinion on the financial statements at and as of December 31, 1998 and an opinion with respect to the Net Assets of the Global Compression Business as of the Closing Date based on the audit of the financial statements at December 31, 1998, brought down to reflect transactions after that date. The opinions resulting from such audits will be delivered by the Partnership to Weat▇▇▇▇▇▇▇ ▇▇▇ GE Capital promptly upon receipt thereof, but in no event later than one Business Day thereafter. If the Net Assets of the Weat▇▇▇▇▇▇▇ ▇▇▇pression Business set forth in the Weat▇▇▇▇▇▇▇ ▇▇▇sing Date Balance Sheet exceed $326,868,000, the Partnership shall pay WECC an amount equal to such excess. If the Net Assets of the Weat▇▇▇▇▇▇▇ ▇▇▇pression Business set forth in the Weat▇▇▇▇▇▇▇ ▇▇▇sing Date Balance Sheet are less than $326,868,000, WECC shall pay the Partnership an amount equal to the amount by which $326,868,000 exceeds the Net Assets of the Weat▇▇▇▇▇▇▇ ▇▇▇pression Business. If the Net Assets of the Global Compression Business set forth in the Global Closing Date Balance Sheet exceed $199,950,000, Global shall have the option to have the cash contribution to be made pursuant to Section 2.1(d)(4) reduced by the excess (the "Global Excess") as provided therein. If the Net Assets of the Global Compr...
View Source

Related to Audit and Adjustment

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • CLOSING COSTS AND ADJUSTMENTS All adjustments are made as of settlement date.

  • Prorations and Adjustments (a) Seller and Purchaser agree to prorate and/or adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(c) below. (ii) Cash Security Deposits and any prepaid rents, together with any interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible on the day before the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. If meter readings on the day before the Closing Date are not possible, then Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume by written notice to Seller prior to the expiration of the Evaluation Period. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Property results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year. The expenses of any tax appeals shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (b) Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months. (c) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental. All sums collected by Purchaser in the month of Closing shall be applied to the month of Closing. All sums collected by Purchaser thereafter from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(e) below) will be applied first to current amounts owed by such Tenant to Purchaser, and then delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Purchaser shall not modify, amend or terminate any existing agreements with Tenants relating to past rent due.

  • Disputes and Adjustments of Invoices In the event an invoice or portion thereof or any other claim or adjustments arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible in accordance with the provisions of Article Eighteen (Dispute Resolution). Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within fifteen (15) calendar days of such resolution along with interest accrued at the Interest Rate from and including the due date, but excluding the date on which the payment is made. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent invoices, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is Notified in accordance with this Section 9.4 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance giving rise to the payment obligation occurred (or in the case of amounts based on CAISO invoices within twelve (12) months after the close of the month during which such invoice or revised invoice giving rise to the payment obligation was rendered), the right to payment for such performance is waived.