Price Audits Sample Clauses

Price Audits. The application of the audit provisions herein to fixed price work are not for the purposes of price adjustment to such fixed price work, nor shall Consultant's cost information for such work be required to be reported. The State may, however, examine unpriced records related to such work for the purposes of verifying performance.
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Price Audits. Primary Customer will be allowed one (1) annual price audit at each delivering Operating Company for purchases made under this Agreement. If Sysco is establishing its Cost for Contracted Products at the corporate office for participating Operating Companies, then the price audit shall occur at one Operating Company location selected by Primary Customer. The price audit will consist of reviewing computer reports generated by Sysco documenting Sysco's calculation of Customer's invoice price and the participating Operating Company's delivered Cost. If requested, applicable Supplier invoices and accompanying freight invoices will also be made available. Supplier invoices consist of invoices from third party suppliers or from Affiliates, SMS or a Specialty Company, as applicable. Price audit adjustments, if applicable, will be made utilizing the net of undercharges and overcharges to the Customer. Any net overcharge adjustments paid to Primary Customer that result from overcharges to Related Customers, shall be forwarded by the Primary Customer to the applicable Related Customers unless Primary Customer is otherwise legally entitled to retain such adjustments. The price audit process is subject to the following: 3.1.1 Primary Customer must request a price audit in writing at least twenty (20) business days prior to the suggested date of the price audit and must identify not more than fifteen (15) items to be price verified and the period covered; 3.1.2 The date and time of price audit must be to the mutual agreement of Primary Customer and the delivering Operating Company; 3.1.3 The price audit will be made at the delivering Operating Company's location; 3.1.4 Support for the price audit may not be copied, photographed, transmitted, or removed from the delivering Operating Company location where the price audit is conducted; 3.1.5 The period for which pricing is to be verified will not begin more than three (3) months prior to the date of the price audit, and will cover only one pricing period; and 3.1.6 In no event will pricing be corrected for more than six (6) months prior to the date of the price audit. 3.2
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Price Audits. During the contract term, the State reserves the right to audit, or have a designated third party audit, applicable records to ensure that the state has been properly invoiced. Any remedies and penalties allowed by law to recover monies determined owed will be enforced. Repetitive instances of incorrect invoicing may be considered complete cause for contract termination. REBATES AND DISCOUNTS The following instructions for rebates and discounts refer to those which are in addition to any State of Washington negotiated food discounts and Food Show Discounts. As discussed in the following sections, all State of Washington customer negotiated food discounts and Food Show Rebates must be given in the form of a deviated price. Rebates and discounts are to be returned or credited on future purchases to the Purchaser when they are directly attributable to sales resulting from orders exclusively submitted by State of Washington food customers. Additionally, any rebates and discounts offered to any commercial customer or other governmental organization shall be given to state customers and returned to the customers in the form of an up-front price reduction (resulting in a lower delivered invoice price to the customer/reduced catalog price). The Contractor shall be as aggressive as possible in pursuing all rebates, including mail-in coupons and discounts for the customers supported under this contract. Notwithstanding the requirements included herein, Contractor warrants, at a minimum, that the State of Washington and its customers will receive rebates and discounts equal to or better than the Contractor's most favored commercial or other state customer. The Contractor will provide a description of those rebates and discounts meeting the requirements herein as part of its offer in accordance with the provisions outlined herein. A rebate report shall be provided to CPRM on a quarterly basis (or as requested). This Rebate Report shall be a break out of all rebates by manufacturer, then sorted by customer/institutional facility. The state reserves the right to audit, or have a designated third party audit, applicable records to ensure proper administration of the rebate program and ensure that monies due to the State have been properly returned in accordance with the offer. In the event that the state contracts with a third party to perform this function, Contractor agrees to cooperate in full by willingly providing the necessary information to ensure the most favorab...
Sample 1
Price Audits. The University reserves the right to conduct supplier price audits. This process could require The Xxxxxxx Xxxxxxxx Paint Company to provide historic invoice records requested by the University.
Sample 1
Price Audits. Primary Customer will be allowed one (I) annual price audit at each delivering Operating Company for purchases made under this Agreement. If Sysco is establishing its Cost for Contracted Products at the corporate office for participating Operating Companies, then the price audit shall occur at one Operating Company location selected by Primary Customer. The price audit will consist of reviewing computer reports generated by Sysco documenting Sysco’s calculation of Customer’s invoice price and the participating Operating Company’s delivered Cost. If requested, applicable Supplier invoices and accompanying freight invoices will also be made available. Supplier invoices consist of invoices from third party suppliers or from Affiliates, SMS or a Specialty Company, as applicable. Price audit adjustments, if applicable, will be made utilizing the net of undercharges and overcharges to the Customer. Any net overcharge adjustments paid to Primary Customer that result from overcharges to Related Customers, shall be forwarded by the Primary Customer to the applicable Related Customers unless Primary Customer is otherwise legally entitled to retain such adjustments. The price audit process is subject to the following: LCC MSA v2019-Single Payor 3 CONFIDENTIAL [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Sample 1
Price Audits. The Prime Vendor will permit the Zoo to conduct three price audits during each calendar year of this Agreement.. All audits will be limited to 25 products per audit, occur at a mutually agreed date and time and will take place at the Prime Vendor’s facility. The Zoo will provide a 30 day lead time in writing on all requests for a price audit and will include in the request the Prime Vendor product code number, invoice number and date, product description, price and category xxxx-up for verification. The Zoo requests the Prime Vendor have an Account Executive or National Accounts Manager available at the time of the audit to answer any questions that may arrive. If an error is discovered during an audit, any required reimbursement will be made in the full amount within seven days. If an error is discovered, the Zoo reserves the right to audit as far back as deemed necessary to identify any overcharges.
Sample 1
Price Audits. Upon request the Contractor shall provide to the Government any invoices, quotes, or agreements relevant to the Delivered Price component for existing catalog items, for any new items being added to the catalog, and for requested price changes to existing catalog items. The Contractor must include detailed payment terms on each invoice or quote used to substantiate Delivered Price, including any applicable Rebates/Discounts/Deviations. The Government may also require the Contractor to submit pricing agreements and other documentation to substantiate all Rebates/Discounts/Deviations and Exceptions, including the existence of Earned Income agreements, on the DLA Troop Support contracts. Specific dollar amounts contained in Earned Income agreements may be redacted prior to submitting. If the Contracting Officer determines, after reviewing an invoice or other documentation, that a Rebate/Discount/Deviation or Early Payment Discount should have been passed on to the Government, or if price verifications reveal any instance of overpricing, the Government shall be entitled to a prospective Unit Price reduction and a retroactive refund for the amount of the overcharges or Purported Exception(s), including interest. In the event of any undercharges, if the Contractor can demonstrate to the satisfaction of the Contracting Officer that the undercharges did not result from the fault or negligence of the Contractor, the Contractor may submit a request for equitable adjustment for consideration by the Contracting Officer. The Contracting Officer, or authorized representative, shall have the right, up to twice a year or more often as determined necessary by the Contracting Officer, to examine and audit a statistically significant sample of the Contractor's records relevant to the existence of Earned Income agreements, Rebates/Discounts/Deviations, Exceptions, and commercial customer Delivered Prices. The Government may review/audit the SPV Contractor’s electronic purchasing system to confirm that the Delivered Price of a product sold at a given time to a DLA Troop Support customer is identical to the Delivered Price used by the SPV Contractor to determine the price of such product sold at the same time to its other customers. Should the Government identify evidence of incorrect pricing, or should other pricing issues arise, the Government reserves the right to conduct more frequent and extensive reviews/audits. Failure to exercise any of these rights shall not constitute...
Sample 1
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Price Audits. UC shall be entitled, upon reasonable prior notice to Seller, to perform an annual price accuracy audit in respect of the prices charged by Seller over the prior year. Seller shall provide UC with reasonable assistance in respect of such audits, including the provision of history of sales information. In respect of Third Party Products, the parties agree that such audit may include a sampling of Third Party pricing (not to exceed XXXX (XXX%) percent of Third Party Products purchased). The UC shall have the right to identify which Third Party Products purchased it wishes to audit within the sample. Seller shall provide the auditor all details in determining the cost to the UC, including the Seller's invoice for a given item. In the event there are discrepancies found, the Seller will allow the UC to Audit up to 100% of Third Party Products purchased. Disclosure of price information to any third party consultant appointed by UC shall be subject to the consultant entering into reasonable commitments of confidentiality with Seller in respect of the information disclosed. UC will conduct such audits at its sole cost and expense, and all findings shall be deemed to be Seller's confidential information. UC will share the results of such audits with Seller and allow Seller a reasonable time period to respond to such findings. In calculating any underpayment or overpayment, UC shall be required to offset any undercharges against overcharges. This Agreement, together with the above named instruments, constitute the entire agreement between UC and Seller with respect to the subject matter and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings.
Sample 1

Related to Price Audits

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto.

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • Purchase Price Allocations A portion of the Purchase Price has been allocated by Buyer to the various Subject Interests in Property Subdivisions in the manner and in accordance with the respective values set forth in Part II of the Property Schedule. If any adjustment is made to the Purchase Price pursuant to this Section 6.2, a corresponding adjustment shall be made to the portion of the Purchase Price allocated to the affected Property Subdivision in Part II of the Property Schedule.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Purchase Price Adjustments (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Contract Purchase Price The amount actually paid or allocated in respect of the purchase, development, construction or improvement of an Asset, or the amount of funds advanced with respect to a Mortgage, exclusive of Acquisition Fees and Acquisition Expenses.

  • Purchase Price and Payment Terms The Purchase Price shall be paid at the Close of Escrow as provided in the Recitals. The Purchase Price does not include Buyer’s closing costs, loan fees, escrow fees, title insurance policy fees, or any other costs and expenses not noted in the Recitals. The balance of cash due to Seller upon Close shall be paid by Cashier's Check payable to Escrow Holder or as directed in writing by Escrow Holder. Seller acknowledges receipt from Buyer of the Deposit set forth in the Recitals above made payable to Escrow Holder.

  • Price and Payment Terms 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW.

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