Common use of INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT Clause in Contracts

INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT. 12.1 Xxxx shall be entitled at Aron’s own cost and expense to have Supplier’s Inspector present at any time the Volume Determination Procedures are to be applied in accordance with the terms of this Agreement and to observe the conduct of Volume Determination Procedures. 12.2 In addition to its rights under Section 12.1, Xxxx may, from time to time during the Term of this Agreement, upon reasonable prior notice to the Company (which notice the Company shall forward to any applicable owners or operators) and at Aron’s own cost and expense, have Supplier’s Inspector conduct surveys and inspections of any of the Storage Facilities or observe any Crude Oil or Product transmission, handling, metering or other activities being conducted at such Storage Facilities or the Delivery Points; provided that such surveys, inspections and observations shall not materially interfere with the ordinary course of business being conducted at such Storage Facilities or the Refinery and shall be conducted in accordance with all Applicable Laws and permits; provided further, that (i) Aron’s personnel and its representatives shall follow routes and paths designated by the applicable operator or security personnel employed by such operator, (ii) Aron’s personnel and its representatives shall observe Applicable Laws and all security, fire and safety directives, procedures, regulations and guidelines then in effect at such location while, in, around or about such location, and (iii) Xxxx shall be liable for any loss, liability, damage, claim or expense caused by the negligence, willful misconduct or other tortious conduct of such Xxxx personnel and/or its representatives. 12.3 In the event that recalibration of meters, gauges or other measurement equipment is requested by Xxxx, such as “strapping,” the Parties shall select a mutually agreeable certified and licensed independent petroleum inspection company (the “Independent Inspection Company”) to conduct such recalibration. The cost of the Independent Inspection Company is to be shared equally by the Company and Xxxx.

INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT. 12.1 Xxxx 13.1 Citi shall be entitled at AronCiti’s own cost and expense to have Supplier’s Inspector present at any time the Volume Determination Procedures are to be applied in accordance with the terms of this Agreement and to observe the conduct of Volume Determination Procedures. 12.2 13.2 In addition to its rights under Section 12.113.1, Xxxx Citi may, from time to time during the Term of this Agreement, upon reasonable prior notice to the Company Delek Entities (which notice the Company each Delek Entity shall forward to any applicable owners or operators) and at AronCiti’s own cost and expense, have Supplier’s Inspector conduct surveys and inspections of any of the Storage Facilities Included Locations or observe any Crude Oil or Product transmission, handling, metering or other activities being conducted at such Storage Facilities Included Locations or the Delivery Points; provided that such surveys, inspections and observations shall not materially interfere with the ordinary course of business being conducted at such Storage Facilities Included Locations or the any Refinery and shall be conducted in accordance with all Applicable Laws and permits; and provided further, further that (i) AronCiti’s personnel and its representatives shall follow routes and paths designated by the applicable operator or security personnel employed by such operator, (ii) AronCiti’s personnel and its representatives shall observe Applicable Laws and all security, fire and safety directives, procedures, regulations and guidelines then in effect at such location while, in, around or about such location, and (iii) Xxxx Citi shall be liable for any loss, liability, damage, claim or expense caused by the gross negligence, willful misconduct or other tortious conduct of such Xxxx Citi personnel and/or its representatives. 12.3 13.3 In the event that recalibration of meters, gauges or other measurement equipment is requested by XxxxCiti, such as “strapping,” the Parties shall select a mutually agreeable certified and licensed independent petroleum inspection company (the “Independent Inspection Company”) to conduct such recalibration. The cost of the Independent Inspection Company is to be shared equally by the Company DKTS and XxxxCiti.

INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT. 12.1 Xxxx Macquarie shall be entitled to have Macquarie’s Inspector, at AronMacquarie’s own sole cost and expense to have Supplier’s Inspector expense, present at any time the Volume Determination Procedures are to be applied in accordance with the terms of this Agreement and to observe the conduct of Volume Determination Procedures. The foregoing notwithstanding, the reasonable out of pocket costs, of the initial surveying by an independent inspector of Fuels or LW’s facilities, shall be paid by Fuels or LW. 12.2 In addition to its rights under Section 12.1, Xxxx Macquarie may, from time to time during the Term of this Agreement, upon reasonable prior notice to the Company (which notice the Company shall forward to any applicable owners Fuels or operators) and at Aron’s own cost and expenseLW, have SupplierMacquarie’s Inspector conduct surveys and inspections of any of the Storage Facilities Included Tanks or observe any Crude Oil or Product transmission, handling, metering or other activities being conducted at such Storage Facilities Included Tanks or the Delivery Points; provided that (a) such surveys, inspections and observations shall not materially interfere with the ordinary course of business being conducted at such Storage Facilities Included Tanks or the Refinery Refinery, and shall (b) while no limit exists on the number of times that Macquarie may conduct surveys and inspections hereunder, Macquarie anticipates that such inspections or surveys will likely be conducted in accordance with all Applicable Laws only once each month during the first six month period of the Term of this Agreement, and permits; provided furtheronce during each calendar quarterly period thereafter. Notwithstanding the foregoing, that (i) Aron’s personnel Macquarie reserves the right to conduct inspections once each calendar month, and its representatives shall follow routes and paths designated by the applicable operator or security personnel employed by such operator, (ii) AronFuels or LW shall only cover the reasonable costs of one inspection every six months, unless Macquarie, by written notice to Fuels or LW, notes deficiencies in Fuels or LW’s personnel application of customary industry practices that have caused a need for additional inspections to be conducted at the cost of Fuels or LW. Furthermore, Fuels or LW shall promptly provide Macquarie and the SIP with a copy of any inspection report that Fuels or LW provides to its representatives shall observe Applicable Laws and all security, fire and safety directives, procedures, regulations and guidelines then in effect at such location while, in, around or about such location, and (iii) Xxxx shall be liable for any loss, liability, damage, claim or expense caused by the negligence, willful misconduct or other tortious conduct of such Xxxx personnel and/or its representativesauditors. 12.3 In the event that recalibration of meters, gauges or other measurement equipment is requested by Xxxx, Macquarie such as “strapping,” the Parties shall select a mutually agreeable certified and licensed independent petroleum inspection company (the “Independent Inspection Company”) to conduct such recalibration. The cost of the Independent Inspection Company is to be shared equally by Fuels or LW on the Company one hand and XxxxMacquarie on the other hand.

INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT. 12.1 Xxxx 14.1 Macquarie shall be entitled to have Macquarie’s Inspector, at AronMacquarie’s own sole cost and expense to have Supplier’s Inspector expense, present at any time the Volume Determination Procedures are to be applied in accordance with the terms of this Agreement and to observe the conduct of Volume Determination Procedures. The foregoing notwithstanding, the reasonable out of pocket costs, of the initial surveying by an independent inspector of the Company’s facilities, shall be paid by the Company. 12.2 14.2 In addition to its rights under Section 12.114.1, Xxxx Macquarie may, from time to time during the Term of this Agreement, upon reasonable prior notice to the Company (which notice the Company shall forward to any applicable owners or operators) and at Aron’s own cost and expenseCompany, have SupplierMacquarie’s Inspector conduct surveys and inspections of any of the Storage Facilities Included Tanks or observe any Crude Oil Permitted Feedstock or Renewable Product transmission, handling, metering or other activities being conducted at such Storage Facilities Included Tanks or the Delivery Pointsany delivery or offtake point; provided that such surveys, inspections and observations shall not materially interfere with the ordinary course of business being conducted at such Storage Facilities Included Tanks or the Refinery Refinery. The Company shall cover the reasonable costs of no more than any one such inspection per calendar quarter, which shall constitute Ancillary Costs for the purposes of this Agreement and accordingly, shall be invoiced to the Company no more frequently than once per quarter and shall be conducted payable in accordance with all Applicable Laws Article 12. The Company acknowledges and permits; provided furtheragrees that, that (i) Aron’s personnel and its representatives subject to the provision of reasonable prior notice to the Company, Macquarie shall follow routes and paths designated by the applicable operator not be prevented from conducting inspections more than once per calendar month if it considers it necessary or security personnel employed by such operator, (ii) Aron’s personnel and its representatives shall observe Applicable Laws and all security, fire and safety directives, procedures, regulations and guidelines then in effect at such location while, in, around or about such location, and (iii) Xxxx shall be liable for any loss, liability, damage, claim or expense caused by the negligence, willful misconduct or other tortious conduct of such Xxxx personnel and/or its representativesappropriate to do so. 12.3 14.3 In the event that recalibration of meters, gauges or other measurement equipment is requested by Xxxx, Macquarie such as “strapping,” the Parties shall select a mutually agreeable certified and licensed independent petroleum inspection company (the “Independent Inspection Company”) to conduct such recalibration. The cost of the Independent Inspection Company is to be shared equally by the Company and XxxxMacquarie.