Common use of Audit of Advisor Payments Clause in Contracts

Audit of Advisor Payments. It is the intention of the parties to conform strictly to the applicable provisions of this Agreement as to fees, reimbursements and any other amounts (the “Advisor Payments”) to be paid to the Advisor hereunder. In addition to the review of the Advisor Payments conducted as part of the Company’s annual audited financial statements, the Company shall have the right, on an annual basis and upon reasonable written notice, to engage a separate audit, on a confidential basis, of its own and the Advisor’s records, books and accounts in respect of Advisor Payments to ascertain whether the Advisor Payments were properly determined and paid for the prior fiscal year. Any requests for such a separate audit must be made within 90 days of the prior calendar year-end. Any such audit shall be conducted: (i) by an independent certified public accounting firm designated by the Company (the “Auditor”); (ii) during regular business hours; and (iii) in such a manner so as not to interfere with the Advisor’s regular business activities. The Company shall bear the costs of the audit unless the audit conclusively reveals an overpayment of Advisor Payments in an amount greater than 10% of the total amount of Advisor Payments owed for the period being inspected, in which case the Advisor shall bear the costs of the audit. If the audit conclusively reveals an overpayment or underpayment of Advisor Payments, the Company or the Advisor shall promptly pay to the other party the amount of the overpayment or underpayment, as the case may be, without interest. Any underpayment or overpayment under this Agreement shall not be a breach of this Agreement unless and until an audit performed in accordance with this Section 3.05 is completed and the party who may be obligated to make a payment hereunder as a result of such audit shall have failed to promptly make any required payment.