Audit Settlements Clause Samples

The Audit Settlements clause defines the procedures and rights related to resolving financial discrepancies identified during an audit. Typically, this clause outlines how parties will address and settle any overpayments, underpayments, or other financial adjustments discovered through a formal review of records. For example, if an audit reveals that one party was overcharged, the clause may require reimbursement or credit within a specified timeframe. Its core practical function is to ensure that any financial errors are corrected fairly and efficiently, thereby maintaining trust and accuracy in the contractual relationship.
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Audit Settlements. If any audit reveals that Supplier is not in compliance with any generally accepted accounting principle or other requirement of this Agreement, Supplier and Gap shall promptly meet to review the audit report, and shall mutually agree upon an appropriate and effective manner in which to respond to identified deficiencies, and implement changes suggested by the audit at Supplier’s cost and expense. If corrective action is suggested by an auditor or regulatory authority, and mutually agreed to by the Parties in accordance with the preceding sentence as a Supplier responsibility, Supplier shall implement such corrective action (at its cost and expense) within the period of time specified by such auditor or regulatory authority. If, at any time during or after the Term, a Permitted Auditor conducts an audit of Supplier regarding the work performed under this Agreement, and if the results of such audit find that Gap’s dollar liability for any such work is less than payments made by Gap to Supplier for the work that is the subject of the audit then the difference plus the net present value of the difference as incurred calculated using an interest rate equal to * at the time of audit finding (“Cost of Funds”), which amounts shall be either repaid by Supplier to Gap by cash payment upon demand or, at the sole option of Gap, deducted from any amounts due to Supplier from Gap, whether under this Agreement or otherwise. If the results of such audit find that Gap’s dollar liability for any such work is less than payments made by Gap to Supplier for the work that is the subject of the audit by * or more, then Supplier shall also pay Gap’s reasonable costs of audit associated with discovering such difference as provided above. Notwithstanding the foregoing, (1) Supplier shall __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. be required to pay for the audit up to the amount of the difference, and (2) all amounts of the audit in excess of the difference shall be split equally among the Parties. Supplier shall not be responsible to pay the Cost of Funds as to audits conducted thirty (30) months or more after an overcharge occurred.
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Audit Settlements. If any audit reveals that IBM is not in compliance with any generally accepted accounting principle, insufficient performance of IBM’s obligations under this Agreement relating to the key general computing controls set forth in Schedule M or other requirement of this Agreement, IBM and VMU shall promptly meet to review the audit report, and shall mutually agree upon an appropriate and effective manner in which to respond to identified deficiencies, and implement changes suggested by the audit at IBM’s cost and expense. If corrective action is suggested by an auditor or regulatory authority, and mutually agreed to by the Parties in accordance with the preceding sentence as a IBM responsibility, IBM shall implement such corrective action (at its cost and expense) within the period of time specified by such auditor or regulatory authority. If, at any time during or after the Term, a Permitted Auditor conducts an audit of IBM regarding the work performed under this Agreement, and if the results of such audit find that VMU’s dollar liability for any such work is less than payments made by VMU to IBM for the work that is the subject of the audit then the difference plus the net present value of the difference as incurred calculated using an interest rate equal to 2 percent at the time of audit finding (“Cost of Funds”), which amounts shall be repaid by IBM to VMU by deducting from any amounts due to IBM from VMU, whether under this Agreement or otherwise. If the results of two or more such audits find that VMU’s dollar liability for any such work is less than payments made by VMU to IBM for the work that is the subject of the audit by five percent (5%) or more, then IBM shall also pay VMU’s reasonable costs of audit associated with discovering such difference as provided above for the second such audit and subsequent such audits.
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Audit Settlements. With respect to each Multi-Character License under which sales of Classic Items and merchandise based on intellectual property which is not part of the Property are reported under different SKUs, to the extent that audit claims are based upon documented underpayments relating solely to merchandise featuring Classic Items or relating solely to merchandise featuring intellectual property which is not part of the Property, that portion of the total amount received by Marvel in settlement of (or litigation relating to) audit claims and other disputes with the applicable licensee which is attributable to the above-described claims must be allocated in proportion to such documented character-specific underpayments. Except as provided in the preceding sentence, all amounts received by Marvel in settlement of (or litigation relating to) audit claims and other disputes with the applicable licensee must be allocated in proportion to earned royalties (i.e., there will be allocated to Classic Items an amount equal to the aggregate amount of the settlement received by Marvel (less any amounts attributable to documented character-specific underpayments under the preceding sentence) multiplied by a fraction of which (x) the numerator is the amount of cumulative earned royalties from actual sales of the applicable Classic Item(s) from the commencement of the license term through the applicable payment date, and (y) the denominator is the amount of cumulative earned royalties from actual sales of all merchandise (including Classic Items) under the applicable Multi-Character License during the same period).
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Audit Settlements. Taxpayers are granted access to a MAP regardless of any audit settlements made with the Inland Revenue Department.
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Related to Audit Settlements

  • The Settlement Following mediation with a neutral party, a Settlement has been reached. As part of the Settlement, a Qualified Settlement Fund of $39,500,000 will be established to resolve the Class Action. The Net Settlement Amount is $39,500,000 minus any Administrative Expenses (including taxes and tax expenses), Court-approved Attorneys’ Fees and Costs, and Class Representative Compensation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court.

  • JOINT SETTLEMENT RECOMMENDATION 2. Staff conducted an investigation of the Respondent’s activities. The investigation disclosed that the Respondent had engaged in activity for which the Respondent could be penalized on the exercise of the discretion of the Hearing Panel pursuant to s. 24.1 of By-law No. 1. 3. Staff and the Respondent recommend settlement of the matters disclosed by the investigation in accordance with the terms and conditions set out below. The Respondent agrees to the settlement on the basis of the facts set out in Part IV herein and consents to the making of an Order in the form attached as Schedule “A”. 4. Staff and the Respondent agree that the terms of this Settlement Agreement, including the attached Schedule “A”, will be released to the public only if and when the Settlement Agreement is accepted by the Hearing Panel.

  • The Settlement Fund 34. The Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the U.S. Treasury Regulations or other appropriate escrow account as agreed to by the Settling Parties. 35. After preliminary approval of the Settlement, Co-Lead Counsel may utilize up to $100,000 from the Notice Fund to provide notice of the Settlement to potential members of the Settlement Class and for notice administration, without an order from the Court. The amount spent or incurred for notice and notice administration is not refundable to Settling Defendants in the event the Settlement Agreement is disapproved, rescinded, or otherwise fails to become effective. 36. From the Notice Fund and the Settlement Fund shall be paid the cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Action, any other litigation costs of Plaintiffs, and all applicable taxes, if any. The Settling Parties shall have the right to audit amounts paid from the Settlement Fund prior to the final approval of the Settlement. 37. The Settlement Fund shall be invested in United States Government Treasury obligations or United States Treasury money market funds. The Notice Fund may be deposited in a bank account, in which case it will be deposited in a federally insured interest-bearing account. 38. Settling Defendants shall not have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, use, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use or administration except as expressly otherwise provided in this Settlement Agreement. 39. Settling Defendants’ only payment obligation is to pay the Settlement Amount. Settling Defendants shall not be liable for any costs, expenses, or fees of any of Plaintiffs’ respective attorneys, experts, advisors, agents, or representatives. Payment of all such costs, expenses, and fees, as approved by the Court, shall be paid only out of the Settlement Fund or the Opt-Out Fee and Expense Account. No disbursements shall be made from the Notice Fund or the Settlement Fund prior to the Effective Date of this Settlement Agreement except as described in Paragraphs 35 and 36, above. 40. The distribution of the Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Settling Defendants shall have no participatory or approval rights with respect to the Plan of Allocation and the Court’s rejection of the Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement. 41. Settling Defendants will take no position on any application for fees and reimbursement of expenses made by Co-Lead Counsel or by the Settlement Class Members or any application for class representatives’ incentive awards out of the Settlement Fund.

  • Loss Settlement In this Condition D., the terms "cost to repair or replace" and "replacement cost" do not include the increased costs incurred to comply with the enforcement of any ordinance or law, except to the extent that coverage for these increased costs is provided in E.11. Ordinance Or Law under Section I – Property Coverages. Covered property losses are settled as follows: 1. Property of the following types: a. Personal property; b. Awnings, carpeting, household appliances, outdoor antennas and outdoor equipment, whether or not attached to buildings; c. Structures that are not buildings; and d. Grave markers, including mausoleums; 2. Buildings covered under Coverage A or B at replacement cost without deduction for depreciation, subject to the following: a. If, at the time of loss, the amount of insurance in this policy on the damaged building is 80% or more of the full replacement cost of the building immediately before the loss, we will pay the cost to repair or replace, without deduction for depreciation, but not more than the least of the following amounts: (1) The limit of liability under this policy that applies to the building; (2) The replacement cost of that part of the building damaged with material of like kind and quality and for like use; or (3) The necessary amount actually spent to repair or replace the damaged building. b. If, at the time of loss, the amount of insurance in this policy on the damaged building is less than 80% of the full replacement cost of the building immediately before the loss, we will pay the greater of the following amounts, but not more than the limit of liability under this policy that applies to the building: (1) The actual cash value of that part of the building damaged; or (2) That proportion of the cost to repair or replace, without deduction for depreciation, that part of the building damaged, which the total amount of insurance in this policy on the damaged building bears to 80% of the replacement cost of the building. c. To determine the amount of insurance required to equal 80% of the full replacement cost of the building immediately before the loss, do not include the value of: (1) Excavations, footings, foundations, piers, or any other structures or devices that support all or part of the building, which are below the undersurface of the lowest basement floor; (2) Those supports described in (1) above which are below the surface of the ground inside the foundation walls, if there is no basement; and (3) Underground flues, pipes, wiring and drains. d. We will pay no more than the actual cash value of the damage until actual repair or replacement is complete. Once actual repair or replacement is complete, we will settle the loss as noted in 2.a. and b. above. However, if the cost to repair or replace the damage is both: (1) Less than 5% of the amount of insurance in this policy on the building; and (2) Less than $2,500;

  • Pro rata interest settlement If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 23.5 (Procedure for transfer) or any assignment pursuant to Clause 23.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period): (a) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and (b) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt: (i) when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Existing Lender; and (ii) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 23.9, have been payable to it on that date, but after deduction of the Accrued Amounts.