Buyer’s Audit Rights. Buyer may reasonably rely on Seller’s properly completed and timely submitted Annual Fuel Attestations as evidence of Seller’s compliance with the applicable High Hazard Fuel Requirement and Fuel Resource Requirements. However, Xxxxx shall have the right to audit Seller’s records and conduct any on-site visit to confirm Seller’s compliance. Seller shall pay all reasonable expenses of Buyer in conducting such audit. Buyer shall have the right to deduct and offset the costs of conducting such audit from Seller’s monthly invoices. Buyer’s audit shall include, but not be limited to, Xxxxx’s receipt and review of electronic copies of Seller’s invoices for purchased fuel, including the location from which the fuel was harvested, and the records of the Registered Professional Forester who signed the Verification of Fuel Source and Delivery.]
Buyer’s Audit Rights. Buyer may reasonably rely on Seller’s properly completed and timely submitted Multi-Fuel Report as evidence of Seller’s compliance with the requirements for utilizing fuel for Station Use that is not from a Fuel Resource Category. Buyer shall have the right to audit Seller’s records and conduct any on-site visit to confirm Seller’s compliance. Seller shall comply with any such audit and shall pay all reasonable expenses incurred by Buyer to conduct such audit. Buyer shall have the right to deduct and offset the costs of conducting any such audit from Seller’s monthly invoices.]
Buyer’s Audit Rights. Buyer may reasonably rely on Seller’s properly completed and timely submitted Multi-Fuel Report as evidence of Seller’s compliance with the requirements for Eligible Directed Biogas. Buyer shall have the right to audit Seller’s records and conduct any on-site visit to confirm Seller’s compliance. Seller shall comply with any such audit and shall pay all reasonable expenses of Buyer in conducting such audit. Buyer shall have the right to deduct and offset the costs of conducting any such audit from Seller’s monthly invoices. Buyer’s audit shall include, but not be limited to, Xxxxx’s receipt and review of electronic copies of Seller’s supporting documentation.]
Buyer’s Audit Rights. The second sentence of Section 14.16 of the Agreement is hereby amended to replace the reference therein to "EXHIBIT Q" with "EXHIBIT R".
Buyer’s Audit Rights. Seller acknowledges that Buyer is required to have audits performed of the records of the Properties acquired by Buyer. Accordingly, for the period from the Opening of Escrow through December 31 of the calendar year following the Closing Date, upon fifteen (15) days advance written notice from Buyer, Seller agrees to use all commercially reasonable efforts to make available to Buyer's independent accountants those items respecting the Properties described in EXHIBIT H attached hereto. The obligations of Seller under this section shall survive the Closing.
Buyer’s Audit Rights. Buyer shall have the right to inspect and audit Seller’s books, records, and catalogs pertaining to the performance of this Order, at all reasonable times, with five (5) days’ written notice, for the purpose of determining the correctness and propriety of amounts billed by Seller.
Buyer’s Audit Rights. Buyer may reasonably rely on Seller’s properly completed and timely submitted Annual Fuel Attestations as evidence of Seller’s compliance with the applicable High Hazard Fuel Requirement and Fuel Resource Requirements. However, Xxxxx shall have the right to audit Seller’s records and conduct any on-site visit to confirm Seller’s compliance. Seller shall pay all reasonable expenses of Buyer in conducting such audit. Buyer shall have the right to deduct and offset the costs of conducting such audit from Seller’s monthly invoices. Buyer’s audit shall include, but not be limited to, Xxxxx’s receipt and review of electronic copies of Seller’s invoices for purchased fuel, including the location from which the fuel was harvested, and the records of the Registered Professional Forester who signed the Verification of Fuel Source and Delivery.] [For Category 3 Projects that utilize High Hazard Fuel to meet the Fuel Resource Requirements except Projects with a High Hazard Fuel Requirement] [Seller hereby represents, warrants, and covenants that no later than thirty (30) days after the last day of each Contract Quarter (“Quarterly Fuel Attestation Deadline”), Seller shall provide a Fuel Attestation for such Contract Quarter].
Buyer’s Audit Rights. Buyer may reasonably rely on Seller’s properly completed and timely submitted Multi-Fuel Report as evidence of Seller’s compliance with the requirements for Eligible Directed Biogas. Buyer shall have the right to audit Seller’s records and conduct any on-site visit to confirm Seller’s compliance. Seller shall comply with any such audit and shall pay all reasonable expenses of Buyer in conducting such audit. Buyer shall have the right to deduct and offset the costs of conducting any such audit from Seller’s monthly invoices. Buyer’s audit shall include, but not be limited to, Xxxxx’s receipt and review of electronic copies of Seller’s supporting documentation.] [For Projects using fuel for Station Use that is not from a Fuel Resource Category] [No later than the tenth (10th) day of each month during the Delivery Term (“Monthly Multi- Fuel Report Deadline”), Seller shall complete and provide the “Fuel Use Standards – Multi- Fuel Monthly Data Reporting Form” in the form of Appendix K-3 (“Multi-Fuel Report”). For the avoidance of doubt, if in any month during the Delivery Term Seller does not use any fuel for Station Use that is not from a Fuel Resource Category, then Seller shall report the amount of such fuel as zero in that month’s Multi-Fuel Report to be provided to Buyer. Seller shall provide to Buyer within twenty (20) days of Buyer’s request, any supporting documentation reasonably necessary, in a format acceptable to Buyer, in order for Buyer to (a) determine the accuracy and completeness of any Multi-Fuel Report submitted to Buyer at any time within the preceding eight (8) month period, or
Buyer’s Audit Rights. During Seller's performance of the Order and for a period of three (3) years following completion of performance, Buyer shall have the right upon reasonable notice and during normal business hours to audit the facilities and records of Seller as reasonably necessary in order to ensure compliance with the terms of the Order or for any other reasonable purpose arising in any way out of the Order. Seller shall retain all records related to the Order for a minimum of three (3) years following completion of Seller's performance. Buyer shall use commercially reasonable efforts to minimize any inconvenience to Seller as a result of such audit.
Buyer’s Audit Rights. Buyer shall have the right, at any time within three (3) months after the date of any Xxxxxxxx invoice for reimbursement of costs of Transition Services to audit those books and records of Xxxxxxxx and any Xxxxxxxx Service Provider that provided Transition Services or which books and records relate to the Transition Services covered by such invoice, to verify the items reflected on such invoice. Any such audit shall be conducted during normal business hours by Buyer or its designated auditor after ten (10) days prior written notice to Xxxxxxxx, at Buyer's sole cost and expense, in the offices of Xxxxxxxx and the relevant Xxxxxxxx Service Provider or such other location as may be mutually agreed. Xxxxxxxx shall cooperate and shall cause any relevant Xxxxxxxx Service Provider to cooperate with and provide reasonable assistance to Buyer and/or its auditor in connection with the performance of any such audit. Buyer shall assert any claim for refund of costs of Transition Services reimbursed to Xxxxxxxx under the audited invoice within thirty (30) days after the completion of the audit. Xxxxxxxx shall have thirty (30) days from receipt of Buyer's claim for refund to respond. If Xxxxxxxx does not dispute Buyer's refund claim, Xxxxxxxx shall offset the overpayment against future invoices; or, if there are no additional invoices to be paid, Xxxxxxxx shall pay such refund within such 30-day period; such offset or refund shall be credited or paid together with interest at the Interest Rate from the date of Buyer's overpayment to Xxxxxxxx until the date of such offset or refund of such overpayment is credited or paid. Should Xxxxxxxx dispute the claim and refuse to pay any refund claim by Buyer resulting from the exercise of Buyer's audit rights, the parties will refer the dispute to an Accounting Referee in the manner described in Section 5(b) above.
