CSXI’s Right to Audit Sample Clauses

CSXI’s Right to Audit. CSXI shall have the right to audit CSXL as described in this Section from time to time upon thirty (30) days’ written notice to CSXL, but no more frequently than once per calendar year, provided however that CSXI may conduct a follow-up audit within nine (9) months of completion of any audit that reveals any material irregularities or non-compliance in the obligations being audited. CSXI’s right to audit will remain in effect for twelve (12) months after any termination or expiration of this Agreement. CSXI shall have the right, at its own expense, to cause an independent auditor or the audit division of CSX Corporation to audit CSXL’s books and records to confirm compliance with the volume commitment, creditworthiness, compliance with confidentiality obligations and prohibition against co-loading set forth in this Agreement. Any such audit shall be conducted during normal business hours at CSXL’s offices and at times which do not unreasonably interfere with its business operations. The independent auditor or the audit division of CSX Corporation shall protect the Confidential Information of CSXL in accordance with Section 16, and upon CSXL’s request, such auditors of audit division will execute a confidentiality agreement in a form acceptable to CSXL. CSXL shall maintain all necessary books and records containing information needed to effectively perform an audit for a period of three (3) years (or such longer period as may be required by law) from the date of the event reflected in such books or records and shall provide the auditors with reasonable access to such books and records. If CSXL disagrees with the report of any audit, the matter will be submitted to arbitration pursuant to Section 17. April 11, 2002

CSXI’s Right to Audit