Open Book Basis Sample Clauses

Open Book Basis. (a) The Generator shall provide the Counterparty and its Representatives with the information contemplated by the definition of Open Book Basis on an Open Book Basis. The Generator acknowledges and agrees that the Counterparty is entering into this Agreement in reliance on the Generator’s covenant to provide such information on an Open Book Basis. The Counterparty acknowledges and agrees that the Generator is agreeing to provide information on an Open Book Basis in reliance on the understanding of the Parties that the Counterparty’s right to “verify” (and variations of such term) set forth in Sections 2.5(b), 3.2(a)(i), 3.2(b), 3.3(a)(ii), 3.3(b), 3.5(b), 9.1(a) and 9.1(b) is a right to review, conduct due diligence and understand such information and the subject matter in respect of which it is provided. Except as otherwise expressly provided herein (including, for greater certainty, Sections 2.4(d), 2.4(e), 2.6(i), 2.6(j), 3.1(b), 3.2(c), 3.5(c) and 4.14), such right does not (i) create a right of approval or consent, or (ii) require the Generator to address any issues raised by the Counterparty in such process. (b) Without limitation of the generality of the foregoing, at any time there is to be the final determination of an Input necessary for a proposed Contract Price Adjustment in accordance with any of the provisions of Article 4 (other than pursuant to Sections 4.8 or 4.10, the verification of which is provided for elsewhere in this Agreement) or Section 15.2, the Generator shall notify the Counterparty and provide all information related to such Input on an Open Book Basis to verify such final Input. The Counterparty will have a reasonable opportunity under the circumstances to conduct due diligence with respect thereto consistent with the principle in Section 3.1(a), which period shall not exceed five (5) Business Days in the case of a publicly available Input such as CPI or WRE or twenty (20) Business Days in the case of Inputs comprising Trades Rates or the Inputs required for Exhibit 4.12, and shall not exceed sixty (60) days in any other case for which a period for verification is not otherwise provided herein. The Counterparty shall notify the Generator within the applicable time period of receiving a final Input as to whether or not it has verified the same. The Counterparty will be deemed to have verified such final Input if it does not respond to the Generator within such time period. If the Counterparty claims that the Generator has made...