Common use of Financial Audits Clause in Contracts

Financial Audits. During the Audit Period, Service Provider shall provide to DIR Auditors access at reasonable hours to Service Provider Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provider, all to the extent relevant to the performance of Service Provider's obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the Services, (iv) examine Service Provider's performance of its other financial and accounting obligations to DIR under this Agreement, and (v) enable DIR and DIR Customers to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, (2) make requested Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service Provider, and Service Provider does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider shall promptly pay to DIR the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider of the overcharged amount until the date of payment to DIR. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees provided that such reimbursement shall not exceed the amount of the overcharge uncovered during the audit.

Financial Audits. During the Audit Period, Service Provider Successful Respondent shall provide to DIR Auditors access at reasonable hours to Service Provider Successful Respondent Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense)audits, including the audit work papers of Service Provider's Successful Respondent’s auditor to the extent applicable to the Services and obtainable by Service ProviderSuccessful Respondent, all to the extent relevant to the performance of Service Provider's Successful Respondent’s obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes processes, and procedures utilized by Service Provider Successful Respondent in connection with the Services, (iv) examine Service Provider's Successful Respondent’s performance of its other financial and accounting obligations to DIR under this Agreement, and (v) enable DIR and DIR Customers to meet applicable legal, regulatory regulatory, and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider Successful Respondent shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, (2) make requested Service Provider Successful Respondent Personnel, records records, and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service ProviderSuccessful Respondent, and Service Provider Successful Respondent does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider Successful Respondent shall promptly pay to DIR the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider Successful Respondent of the overcharged amount until the date of payment to DIR. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees provided that such reimbursement shall not exceed the amount of the overcharge uncovered during the auditfees.

Financial Audits. During the Audit Period, Service Provider shall provide to DIR Auditors access at reasonable hours to Service Provider Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provider, all to the extent relevant to the performance of Service Provider's obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, ; (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, ; (iii) examine the financial controls, processes processes, and procedures utilized by Service Provider in connection with the Services, ; (iv) examine Service Provider's performance of its other financial and accounting obligations to DIR under this Agreement, ; and (v) enable DIR and DIR Customers to meet applicable legal, regulatory regulatory, and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, ; (2) make requested Service Provider Personnel, records records, and information available to DIR Auditors, ; and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service Provider, and Service Provider does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider shall promptly pay to DIR the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider of the overcharged amount until the date of payment to DIR. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees provided that such reimbursement shall not exceed the amount of the overcharge uncovered during the audit.

Financial Audits. During the Audit Period, Service Provider Supplier shall, and shall cause its Subcontractors to, provide to DIR Auditors ABM (and internal and external auditors, inspectors, regulators and other representatives that ABM may designate from time to time, including customers, vendors, licensees and other third parties to the extent ABM or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours to Service Provider Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Providerinformation, all to the extent relevant to the performance of Service Provider's Supplier’s financial obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of the Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, Expenses (iii) examine the financial controls, processes and procedures utilized by Service Provider Supplier in connection with the Services, (iv) examine Service Provider's Supplier’s performance of its other financial and accounting obligations to DIR ABM under this Agreement, and (v) enable DIR ABM and DIR Customers the Eligible Recipients to meet applicable legal, legal and regulatory and contractual requirements, requirements in each case to the extent applicable to the Services performed by Supplier and/or the Charges charges for such Services. Service Provider Supplier shall (1i) provide any assistance reasonably requested by DIR Auditors ABM or its designee in conducting any such audit, (2ii) make requested Service Provider Personnelpersonnel (to the extent still employed by Supplier or its applicable Affiliate or Subcontractor), records and information available to DIR AuditorsABM or its designee, and (3iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service ProviderSupplier, and Service Provider Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19audit, Service Provider Supplier shall promptly pay to DIR ABM the amount of such overchargeovercharge (subject to Section 12.1(d), net of any undercharges uncovered by the audit), together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, twelve percent (12%) per annum from the date of Supplier’s receipt by Service Provider of the overcharged amount until the date of payment to DIRsuch overcharge. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, Supplier shall promptly reimburse DIR ABM for reasonable auditors' fees the actual cost of such audit (provided that (i) the amount of such reimbursement shall not exceed the amount of the overcharge uncovered during overcharge, and (ii) if ABM retains an auditor or inspector on a contingent fee basis, such contingent fee is reasonable and in accordance with customary industry arrangements). Subject to Section 12.1(d) if any such audit reveals an underpayment by ABM and ABM does not successfully dispute the auditfinding, ABM shall promptly pay Supplier the amount of such undercharge.

Financial Audits. During the Audit PeriodPeriod (as defined in Section 9.10(a)), Service Provider Supplier shall, and shall cause its Affiliates and, subject to Section 9.11(a), its Subcontractors to, provide to DIR Auditors New Century (and internal and external auditors, inspectors, regulators and other representatives that New Century may designate from time to time, including customers, vendors, licensees and other third parties to the extent New Century or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable during normal business hours to Service Provider appropriate Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits necessary (excluding internal audit reports generated by Supplier, but including disclosure of any finding, recommendation or conclusion in such audit reports relating to verify the Charges or validate other Service Provider non-compliance with Supplier’s obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through ExpenseAgreement), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provider, all to the extent relevant to the performance of Service Provider's Supplier’s obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the adequacy of and compliance with the financial controls, processes and procedures utilized by Service Provider in connection with the ServicesSupplier, (iv) examine Service Provider's verify Supplier’s performance of its other financial and accounting obligations to DIR under this Agreement, and (v) enable DIR New Century and DIR Customers the Eligible Recipients to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable relevant to the Services and/or the Charges for such Services. Service Provider Supplier shall use commercially reasonable efforts to (1i) provide any assistance reasonably requested by DIR Auditors New Century or its designee in conducting any such audit, (2ii) make requested Service Provider Personnelsuch personnel, records and information available to DIR AuditorsNew Century or its designee, and (3iii) in all cases, provide such assistance, personnel, records and information in an a reasonably expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service ProviderSupplier, and Service Provider Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider Supplier shall promptly pay to DIR New Century the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of Supplier’s receipt by Service Provider of such overcharge at the lesser of the overcharged amount until then current “Prime Rate” set forth in the date of payment to DIR“Money Rates” table in The Wall Street Journal (“Prime Rate”) plus two percent (2%) or the maximum rate allowed by law. In additionAs between the Parties, if New Century shall be responsible for any auditor’s fees and costs associated with any such audit, unless such audit reveals an overcharge of more than five three percent (53%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, in which case Supplier shall promptly reimburse DIR New Century for the reasonable and actual cost of such audit, including reasonable auditors' fees provided that such reimbursement shall not exceed the amount of the overcharge uncovered during the audit’ fees.

Financial Audits. During the Audit PeriodPeriod (as defined in Section 9.10(a)), Service Provider Supplier shall, and, unless expressly approved otherwise by Triad under Section 9.12, shall cause its Subcontractors to, provide to DIR Auditors Triad (and internal and external auditors, inspectors, regulators and other representatives that Triad may designate from time to time, including customers, vendors, licensees and other third parties to the extent Triad or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities and provided such representatives shall agree to be subject to Supplier’s reasonable and generally applicable confidentiality and reasonable security requirements) access at reasonable hours to Service Provider Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provideraudits, all to the extent relevant to the performance of Service Provider's Supplier’s obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the ServicesSupplier, and (iv) examine Service Provider's performance of its other financial enable Triad and accounting obligations to DIR under this Agreement, and (v) enable DIR and DIR Customers the Eligible Recipients to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider Supplier shall (1A) provide any assistance reasonably requested by DIR Auditors Triad or its designee in conducting any such audit, (2B) make requested Service Provider Personnelpersonnel, records and information available to DIR AuditorsTriad or its designee, and (3C) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such auditaudit (excluding the installing and operating of audit software to the extent such software is likely to adversely impact Supplier or the performance of the Services). If any such audit reveals an a net overcharge by Service ProviderSupplier, and Service Provider Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider Supplier shall promptly pay to DIR Triad the amount of such overcharge, together with net overcharge plus interest at the rate specified by the Texas Comptroller of Public Accounts provided in accordance with Section 2251.025(b), Texas Government Code, 12.2(b) from the date of receipt overcharge. [**]. [**] Certain confidential information contained in this document, marked by Service Provider [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the overcharged amount until the date Securities Exchange Act of payment to DIR. In addition1934, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees provided that such reimbursement shall not exceed the amount of the overcharge uncovered during the auditas amended.

Financial Audits. During the Audit Period, Service Provider shall, and shall cause its Subcontractors to, provide to DIR Auditors Xxxxxxxx (and internal and external auditors, inspectors, regulators and other representatives that Xxxxxxxx may designate from time to time, provided such personnel are escorted by Provider) access at reasonable hours to Service Provider Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Providerinformation, all to the extent relevant to the performance of Service Provider's obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the ServicesProvider, (iv) examine Service Provider's performance of its other financial and accounting obligations to DIR under this Agreementobligations, and (v) enable DIR Xxxxxxxx and DIR Customers the Eligible Recipients to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider shall (1A) provide any assistance reasonably requested by DIR Auditors Xxxxxxxx or its designee in conducting any such audit, (2B) make requested Service Provider Personnelpersonnel, records and information available to DIR AuditorsXxxxxxxx or its designee during the Term and thereafter, during the period specified in Xxxxxxxx'x records retention policy, as it may be modified from time to time, and (3C) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service Provider, and Service Provider does not successfully dispute the amount questioned by such audit in accordance with Article ARTICLE 19, Service Provider shall promptly pay to DIR Xxxxxxxx the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of Provider's receipt by Service Provider of such overcharge at the overcharged maximum amount until permitted under applicable law or the date rate of payment to DIRone and one-half percent (1.5%) per month, whichever is less. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the aggregated audited Charges in any Charges categoryfor the applicable audit, Service Provider shall, upon DIR's request, shall promptly reimburse DIR Xxxxxxxx for reasonable auditors' fees the actual cost of the entire audit, provided that such reimbursement shall the audit was not exceed the amount of the overcharge uncovered during the auditperformed on a contingent fee basis.

Financial Audits. During the Audit PeriodTerm and for a period thereafter required by Law, Service Provider Vendor shall provide to DIR Auditors Oncor (and internal and external auditors, inspectors, governmental bodies, regulators and other representatives that Oncor may designate) access at reasonable hours to Service Provider Vendor Personnel and to Contract Records required to be maintained by Oncor by Law and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Providerinformation, all to the extent relevant to the performance of Service ProviderServices and Vendor's obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the ServicesVendor, (iv) examine Service ProviderVendor's performance of its other financial and accounting obligations to DIR under this Agreementobligations, and (v) enable DIR and DIR Customers Oncor to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider Vendor shall (1) provide any assistance reasonably requested by DIR Auditors Oncor or its designee in conducting any such audit, (2) make requested Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an a net overcharge by Service ProviderVendor, and Service Provider Vendor does not successfully dispute the amount questioned by such audit in accordance with Article 1917, Service Provider Vendor shall promptly pay to DIR Oncor the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of Vendor's receipt of such overcharge at the rate set by Service Provider of the overcharged amount until the date of payment to DIRCitibank, N.A. as its prime lending rate plus two (2) percent per annum. In addition, if any such audit reveals an overcharge of more than the greater of (x) five percent (5%) and (y) one million dollars, in each case of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, Vendor shall promptly reimburse DIR Oncor for reasonable auditors' fees provided that the actual cost of such reimbursement shall not exceed the amount of the overcharge uncovered during the audit.

Financial Audits. During the Audit Period, Service Provider Successful Respondent shall provide to DIR Auditors access at reasonable hours to Service Provider Personnel Successful Respondent personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense)audits, including the audit work papers of Service Provider's Successful Respondent’s auditor to the extent applicable to the Services and obtainable by Service ProviderSuccessful Respondent, all to the extent relevant to the performance of Service Provider's Successful Respondent’s obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes processes, and procedures utilized by Service Provider Successful Respondent in connection with the Services, (iv) examine Service Provider's Successful Respondent’s performance of its other financial and accounting obligations to DIR under this Agreement, and (v) enable DIR and DIR Customers to meet applicable legal, regulatory regulatory, and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider Successful Respondent shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, (2) make requested Service Provider PersonnelSuccessful Respondent personnel , records records, and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service ProviderSuccessful Respondent, and Service Provider Successful Respondent does not successfully dispute the amount questioned by such audit in accordance with Article 1916, Service Provider Successful Respondent shall promptly pay to DIR the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider Successful Respondent of the overcharged amount until the date of payment to DIR. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider Successful Respondent shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees provided fees. For purposes of this Agreement, “Pass-Through Expenses” are third-party expenses that such reimbursement shall not exceed the amount of the overcharge uncovered during the auditSuccessful Respondent invoices to DIR, and “Out-of-Pocket Expenses” are expenses Successful Respondent incurs directly and invoices to DIR.

Financial Audits. During the Audit Period, Service Provider shall provide to DIR TxDOT Auditors access at reasonable hours to Service Provider Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provider, all to the extent relevant to the performance of Service Provider's obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the Services, (iv) examine Service Provider's performance of its other financial and accounting obligations to DIR TxDOT under this Agreement, and (v) enable DIR and DIR Customers TxDOT to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider shall (1) provide any assistance reasonably requested by DIR TxDOT Auditors in conducting any such audit, (2) make reasonably requested Service Provider Personnel, records and information available to DIR TxDOT Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service Provider, and Service Provider does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider shall promptly pay to DIR TxDOT the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider of the overcharged amount until the date of payment to DIRTxDOT. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIRTxDOT's request, promptly reimburse DIR TxDOT for reasonable auditors' fees provided that such reimbursement shall not exceed the amount of the overcharge uncovered during the audit.

Financial Audits. During the Audit PeriodPeriod Supplier shall, Service Provider and, if and to the extent the purpose for the audit of any Subcontractor cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its Subcontractors (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to, provide to DIR Auditors Kraft (and internal and external auditors, inspectors, regulators and other representatives that Kraft may designate from time to time, including customers, vendors, licensees and other third parties to the extent Kraft or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours hours, and following reasonable notice to Service Provider the extent such notice is available to Kraft, to Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provideraudits, all to the extent relevant to the performance of Service Provider's Supplier’s obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the ServicesSupplier, (iv) examine Service Provider's Supplier’s performance of its other financial and accounting obligations to DIR under this Agreementobligations, and (v) enable DIR Kraft and DIR Customers the Eligible Recipients to meet applicable legal, regulatory and contractual requirements, in each case (i) through (v) to the extent applicable to the Services and/or the Charges for such Services. Service Provider Supplier shall (1A) provide any assistance reasonably requested by DIR Auditors Kraft or its designee in conducting any such audit, (2B) make requested Service Provider Personnelpersonnel, records and information available to DIR AuditorsKraft or its designee, and (3C) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service ProviderSupplier, and Service Provider Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider Supplier shall promptly pay to DIR Kraft the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of Supplier’s receipt by Service Provider of such overcharge at the overcharged amount until the date of payment to DIRInterest Rate. In addition, if any such audit reveals an overcharge of more than five two percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, Supplier shall promptly reimburse DIR Kraft for reasonable the actual cost of such audit (including auditors' fees provided that ’ fees). If any such reimbursement audit reveals an undercharge by Supplier in the Charges for a particular Charges category, Kraft shall not exceed promptly pay to Supplier the amount of such undercharge, except to the overcharge uncovered during extent the auditinvoice for such undercharge is not permitted by Section 12.1.4.

Financial Audits. During the Audit PeriodPeriod (as defined in Section 9.12(a), Service Provider Supplier shall, and shall cause its Subcontractors to, provide to DIR Auditors Hercules (and internal and external auditors, inspectors, regulators and other representatives that Hercules may designate from time to time, including customers, vendors, licensees and other third parties to the extent Hercules or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours to Service Provider Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provideraudits, all to the extent relevant to the performance of Service Provider's Supplier’s obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the ServicesSupplier, (iv) examine Service Provider's Supplier’s performance of its other financial and accounting obligations to DIR under this Agreementobligations, and (v) enable DIR Hercules and DIR Customers the Eligible Recipients to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider Supplier shall (1i) provide any assistance reasonably requested by DIR Auditors Hercules or its designee in conducting any such audit, (2ii) make requested Service Provider Personnelpersonnel, records and information available to DIR AuditorsHercules or its designee, and (3iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service ProviderSupplier, and Service Provider Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider Supplier shall promptly pay to DIR Hercules the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider of the overcharged amount until the date of payment to DIR. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges categoryCharges, Service Provider shall, upon DIR's request, Supplier shall promptly reimburse DIR Hercules for reasonable the actual cost of such audit (including auditors' fees ’ fees), provided that such reimbursement the amount to be reimbursed with respect to any audit shall not exceed the lesser of the amount of the such overcharge uncovered during the auditor USD $25,000.

Financial Audits. During the Audit Period, and upon reasonable prior notice, Service Provider shall, and shall cause its Subcontractors to, provide to DIR Auditors Allegheny (and internal and external auditors, inspectors, regulators and other representatives that Allegheny may designate from time to time, including customers, vendors, licensees and other third parties to the extent Allegheny or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours to Service Provider Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provideraudits, all to the extent relevant to the performance of Service Provider's ’s obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the provision of the Services, (iv) examine Service Provider's ’s performance of its other financial and accounting obligations to DIR under this Agreementobligations, and (v) enable DIR Allegheny and DIR Customers the Eligible Recipients to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors Allegheny or its designee in conducting any such audit, (2) make requested Service Provider Personnelpersonnel, records and information available to DIR AuditorsAllegheny or its designee, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service Provider, and Service Provider does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider shall promptly pay to DIR Allegheny the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of Service Provider’s receipt by Service Provider of such overcharge at the overcharged amount until the date of payment to DIRInterest Rate. In addition, if any such audit reveals an overcharge of more than five percent (5%) *** of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, shall promptly reimburse DIR Allegheny for reasonable the actual cost of such audit (including auditors' fees provided that such reimbursement shall not exceed the amount of the overcharge uncovered during the audit.’ fees). ***

Financial Audits. During the Audit PeriodPeriod Supplier shall, Service Provider and, if and to the extent the purpose for the audit of any Subcontractor cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its Subcontractors (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to, provide to DIR Auditors Kraft (and internal and external auditors, inspectors, regulators and other representatives that Kraft may designate from time to time, including customers, vendors, licensees and other third parties to the extent Kraft or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours hours, and following reasonable notice (with 30 days prior written notice deemed to Service Provider be reasonable notice for planned or routine audits, but as soon as practicable for more urgent audits, or as required by government inspectors or regulators) to the extent such notice is available to Kraft, to Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provideraudits, all to the extent relevant to the performance of Service Provider's Supplier’s obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the ServicesSupplier, (iv) examine Service Provider's Supplier’s performance of its other financial and accounting obligations to DIR under this Agreementobligations, and (v) enable DIR Kraft and DIR Customers the Eligible Recipients to meet applicable legal, regulatory and contractual requirements, in each case (i) through (v) to the extent applicable to the Services and/or the Charges for such Services. Service Provider Supplier shall (1A) provide any assistance reasonably requested by DIR Auditors Kraft or its designee in conducting any such audit, (2B) make requested Service Provider Personnelpersonnel, records and information available to DIR AuditorsKraft or its designee, and (3C) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service ProviderSupplier, and Service Provider Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider Supplier shall promptly pay to DIR Kraft the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of Supplier’s receipt by Service Provider of such overcharge at the overcharged amount until the date of payment to DIRInterest Rate. In addition, if any such audit reveals an overcharge of more than five two percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, Supplier shall promptly reimburse DIR Kraft for reasonable the actual cost of such audit (including auditors' fees provided that ’ fees). If any such reimbursement audit reveals an undercharge by Supplier in the Charges for a particular Charges category, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Kraft shall not exceed promptly pay to Supplier the amount of such undercharge, except to the overcharge uncovered during extent the auditinvoice for such undercharge is not permitted by Section 12.1.4.

Financial Audits. During the Audit PeriodPeriod Supplier shall, Service Provider and, if and to the extent the purpose for the audit of any Subcontractor cannot be reasonably satisfied, in the reasonable judgment of Kraft’s auditors, through an audit of Supplier, shall cause its Subcontractors (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to, provide to DIR Auditors Kraft (and internal and external auditors, inspectors, regulators and other representatives that Kraft may designate from time to time, including customers, vendors, licensees and other third parties to the extent Kraft or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours hours, and following reasonable notice (with 30 days prior written notice deemed to Service Provider be reasonable notice for planned or routine audits, but as soon as practicable for more urgent audits, or as required by government inspectors or regulators) to the extent such notice is available to Kraft, to Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provideraudits, all to the extent relevant to the performance of Service Provider's Supplier’s obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the ServicesSupplier, (iv) examine Service Provider's Supplier’s performance of its other financial and accounting obligations to DIR under this Agreementobligations, and (v) enable DIR Kraft and DIR Customers the Eligible Recipients to meet applicable legal, regulatory and contractual requirements, in each case (i) through (v) to the extent applicable to the Services and/or the Charges for such Services. Service Provider Supplier shall (1A) provide any assistance reasonably requested by DIR Auditors Kraft or its designee in conducting any such audit, (2B) make requested Service Provider Personnelpersonnel, records and information available to DIR AuditorsKraft or its designee, and (3C) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service ProviderSupplier, and Service Provider Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider Supplier shall promptly pay to DIR Kraft the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of Supplier’s receipt by Service Provider of such overcharge at the overcharged amount until the date of payment to DIRInterest Rate. In addition, if any such audit reveals an overcharge of more than five two percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, Supplier shall promptly reimburse DIR Kraft for reasonable the actual cost of such audit (including auditors' fees provided that ’ fees). If any such reimbursement audit reveals an undercharge by Supplier in the Charges for a particular Charges category, Kraft shall not exceed promptly pay to Supplier the amount of such undercharge, except to the overcharge uncovered during extent the auditinvoice for such undercharge is not permitted by Section 12.1.4.

Financial Audits. During the Audit Period, Service Provider Supplier shall, and shall cause its Subcontractors to, provide to DIR Auditors ABM (and internal and external auditors, inspectors, regulators and other representatives that ABM may designate from time to time, including customers, vendors, licensees and other third parties to the extent ABM or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours to Service Provider Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Providerinformation, all to the extent relevant to the performance of Service Provider's Supplier’s financial obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of the Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, Expenses (iii) examine the financial controls, processes and procedures utilized by Service Provider Supplier in connection with the Services, (iv) examine Service Provider's Supplier’s performance of its other financial and accounting obligations to DIR ABM under this Agreement, and (v) enable DIR ABM and DIR Customers the Eligible Recipients to meet applicable legal, legal and regulatory and contractual requirements, requirements in each case to the extent applicable to the Services performed by Supplier and/or the Charges charges for such Services. Service Provider Supplier shall (1i) provide any assistance reasonably requested by DIR Auditors ABM or its designee in conducting any such audit, (2ii) make requested Service Provider Personnelpersonnel (to the extent still employed by Supplier or its applicable Affiliate or Subcontractor), records and information available to DIR AuditorsABM or its designee, and (3iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service ProviderSupplier, and Service Provider Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19audit, Service Provider Supplier shall promptly pay to DIR ABM the amount of such overchargeovercharge (subject to Section 12.1(d), net of any undercharges uncovered by the audit), together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, twelve percent (12%) per annum from the date of Supplier’s receipt by Service Provider of the overcharged amount until the date of payment to DIRsuch overcharge. In addition, if any such audit reveals an overcharge of more than five percent ABM/IBM Proprietary Information (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, Supplier shall promptly reimburse DIR ABM for reasonable auditors' fees the actual cost of such audit (provided that (i) the amount of such reimbursement shall not exceed the amount of the overcharge uncovered during overcharge, and (ii) if ABM retains an auditor or inspector on a contingent fee basis, such contingent fee is reasonable and in accordance with customary industry arrangements). Subject to Section 12.1(d) if any such audit reveals an underpayment by ABM and ABM does not successfully dispute the auditfinding, ABM shall promptly pay Supplier the amount of such undercharge.