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payment request shall state in writing the reasons for disapproval and shall be provided to TAC within fifteen (15) days after City has received information necessary to make the determination that the payment request cannot be approved. City agrees to expeditiously process TAC's requests for payment of City Consideration. TAC expressly understands that nothing contained in this Agreement shall obligate or otherwise commit City to pay the City Consideration for a Quarter unless and until City receives reasonably satisfactory verification that City has received the Sales Tax attributable to sales from the Required Operations in the City for that Quarter. 3.1.2.3 In the event that the State Board of Equalization conducts a review or audit of TAC's Required Operations or Sales Tax payments during the Operating Period that results in an actual and final loss or reduction of monies that City has already paid to TAC as City Consideration for one or more Quarters, or in the event that TAC amends any sales tax returns that causes a reduction in the Sales Tax due to the City for one or more Quarters, TAC shall, within thirty (30) days of its receipt of written notice by the City, return that portion of the City Consideration attributable to the monies that were lost or reduced. In the event that the State Board of Equalization conducts a review or audit of TAC's Required Operations or Sales Tax payments during the Operating Period that results in an increase of Sales Tax that TAC must pay for one or more Quarters, or in the event that TAC amends any sales tax returns that causes an increase in the Sales Tax due for one of more Quarters, TAC shall inform the City and the City shall commensurately increase the City Consideration paid by TAC. The provisions of this paragraph shall survive the termination of this Agreement. 3.1.2.4 The parties acknowledge that certain payments of Sales Tax received by City may be based on estimates and that such amounts will be periodically reduced or increased by the State Board of Equalization to reflect the actual amount of Sales Tax owed to City. The City Consideration payments shall be adjusted accordingly as necessary to conform to such reconciliations. The adjustment shall be made within sixty (60) days through a payment by TAC to City in the case of an overpayment to TAC, or a payment by City to TAC in the case of an underpayment to TAC. Within thirty (30) days of a written request by TAC, the City shall provide TAC with documentation to substantiate the adjustment of the City Consideration payment(s). 3.1.2.5 Within ninety (90) days following the end of each Contract Year, the City may conduct an accounting of all of TAC's Sales Tax Reports and Sales Tax payments during the immediately preceding Contract Year, and the amount of the City Consideration payments made to TAC for each Quarter during that immediately preceding calendar year. However, the City may conduct such an accounting at any time by giving thirty (30) days written notice in the event that facts or circumstances arise (such as change in operations, change of ownership or business entity status) that can impact the method or amount of TAC's Sales Tax Reporting or Payments. The City shall provide TAC a copy of that accounting and reconciliation upon its completion. In the event that the accounting and reconciliation identifies a disparity between the Required Operations, TAC's Sales Tax payments, or City Consideration during that immediately preceding calendar year, appropriate adjustments shall be made within sixty (60) days by a payment from TAC to City in the case of an overpayment to TAC, or a payment from City to TAC in the case of an underpayment to TAC. 61