Common use of PAYMENTS; AUDIT Clause in Contracts

PAYMENTS; AUDIT. (a) The Party providing the Services or the Tesoro Services (the “Service Provider”), as the case may be, shall invoice the recipient of Services or the Tesoro Services (the “Service Recipient”) on a monthly basis and the Service Recipient shall pay all amounts due no later than ten (10) calendar days after its receipt of the Service Provider’s invoices. Any past due payments owed by the Service Recipient to the Service Provider shall accrue interest, payable on demand, at the rate of eight percent (8%) per annum from the due date of the payment through the actual date of payment. (b) The Parties shall keep books of account and other records, in reasonable detail and in accordance with generally accepted accounting principles and industry standards, consistently applied, with respect to the provision of the Services or the Tesoro Services and the fees charged, including time logs (or similar time allocation materials), receipts, and other related back-up materials. Such books of account and other records shall be open for the Service Recipient’s inspection during normal business hours upon at least five (5) Business Days’ prior written notice for twelve (12) months following the end of the calendar year in which such Services or Tesoro Services were rendered. This inspection right will include the right of the Service Recipient to have its accountants or auditors review such books and records. If an audit reveals that the Service Recipient paid more than the applicable fees for any applicable audited period or service, the Service Provider shall reimburse the Service Recipient for any amounts overpaid together with interest at a rate equal to the prime rate of interest on the original due date published by The Wall Street Journal, accruing from the date paid by the Service Recipient to the date reimbursed by the Service Provider.

PAYMENTS; AUDIT. (a) The Party providing the Services or the Tesoro Services (the “Each Service Provider”), as the case may be, Provider shall invoice the recipient of Services or the Tesoro Services (the “applicable Service Recipient”) Recipient on a monthly basis with respect to Services provided during the preceding month, and the such Service Recipient shall, or shall cause the Partnership Group to, pay all amounts due no such invoice by the later than ten of (10i) thirty calendar days after its receipt of the Service Provider’s invoicesinvoice and (ii) the last Business Day of the month in which the applicable Service Recipient received such invoice, except for any amounts that are being disputed in good faith by the General Partner. If the Service Provider determines that the amount reflected on any invoice previously sent to, and paid by, the Service Recipient did not accurately state the amounts owed by such Service Recipient under this Section 4(a), the Service Provider shall include appropriate adjustments on the next invoice; provided, however, that such adjustments shall be included only to the extent that they relate to a month in the same calendar quarter as such invoice relates; provided further that the Service Recipient and the Service Provider shall negotiate, in good faith, the timing of payment of any such adjustments. Any such adjustments shall be separately stated and computed in such detail as is mutually agreed by the Service Recipient and the Service Provider. For the avoidance of doubt, any adjustments that do not relate to a month in the same calendar quarter as such invoice relates shall not be due and payable by the Service Recipient. Any past due payments owed by the a Service Recipient to the a Service Provider shall accrue interest, payable on demand, at the rate of eight five percent (85%) per annum from the due date of the payment through the actual date of payment. (b) The Parties shall keep books of account and other records, in reasonable detail and in accordance with generally accepted accounting principles and industry standards, consistently applied, with respect to the provision of the Services or the Tesoro Services provided and the fees chargedcharged hereunder, including time logs (or similar time time-allocation materials), receipts, receipts and other related back-up materials. Such books of account and other records shall be open for the a Service Recipient’s inspection during normal business hours hours, upon at least five (5) Business Days’ prior written notice Notice, for at least twelve (12) months following the end of the calendar year in which such Services or Tesoro Services were renderedprovided. This inspection right will include the right of the applicable Service Recipient to have its accountants or auditors review such books and records. If an audit reveals that the Service Recipient paid more than the applicable fees for any applicable audited period or service, the Service Provider shall reimburse the Service Recipient for any amounts overpaid overpaid, together with interest at a rate equal to the prime rate of interest on the original due date published by The Wall Street Journal, accruing from the date such fees were paid by the Service Recipient to the date any overpayment was reimbursed by the Service Provider.

PAYMENTS; AUDIT. (a) The Party providing the Services or the Tesoro Services (the “Each Service Provider”), as the case may be, Provider shall invoice the recipient of Services or the Tesoro Services (the “applicable Service Recipient”) Recipient on a monthly basis with respect to Services provided during the preceding month, and the such Service Recipient shall, or shall cause the Partnership Group to, pay all amounts due no such invoice by the later than of (i) ten (10) calendar days after its receipt of the Service Provider’s invoicesinvoice and (ii) the last Business Day of the month in which the applicable Service Recipient received such invoice. Any past due payments owed by the a Service Recipient to the a Service Provider shall accrue interest, payable on demand, at the rate of eight five percent (85%) per annum from the due date of the payment through the actual date of payment. (b) The Parties shall keep books of account and other records, in reasonable detail and in accordance with generally accepted accounting principles and industry standards, consistently applied, with respect to the provision of the Services or the Tesoro Services provided and the fees chargedcharged hereunder, including time logs (or similar time time-allocation materials), receipts, receipts and other related back-up materials. Such books of account and other records shall be open for the a Service Recipient’s inspection during normal business hours hours, upon at least five (5) Business Days’ prior written notice Notice, for at least twelve (12) months following the end of the calendar year in which such Services or Tesoro Services were renderedprovided. This inspection right will include the right of the applicable Service Recipient to have its accountants or auditors review such books and records. If an audit reveals that the Service Recipient paid more than the applicable fees for any applicable audited period or service, the Service Provider shall reimburse the Service Recipient for any amounts overpaid overpaid, together with interest at a rate equal to the prime rate of interest on the original due date published by The Wall Street Journal, accruing from the date such fees were paid by the Service Recipient to the date any overpayment was reimbursed by the Service Provider.

PAYMENTS; AUDIT. (a) The Party providing the Services or the Tesoro Services (the “Each Service Provider”), as the case may be, Provider shall invoice the recipient of Services or the Tesoro Services (the “applicable Service Recipient”) Recipient on a monthly basis with respect to Services provided during the preceding month to such Service Recipient, with any such invoice including any and all fees payable hereunder with respect to such Services, all amounts reimbursable to such Service Provider with respect to such Services, and all adjustments due to such Service Provider pursuant to the terms of this Agreement. Upon receipt of such invoice, each such Service Recipient shall, or shall cause its Affiliate, as applicable, to, pay all amounts due no such invoice by the later than ten of (10i) 30 calendar days after its receipt of the Service Provider’s invoicesinvoice and (ii) the last Business Day of the month in which the applicable Service Recipient received such invoice, except for any amounts that are being disputed in good faith by the General Partner. If the Service Provider determines that the amount reflected on any invoice previously sent to, and paid by, the Service Recipient (or its Affiliate, as applicable) did not accurately state the amounts owed by such Service Recipient under this Section 4(a), the Service Provider shall include appropriate adjustments on the next invoice; provided, however, that such adjustments shall be included only to the extent that they relate to a month in the same calendar quarter as such invoice relates; provided further that the Service Recipient and the Service Provider shall negotiate, in good faith, the timing of payment of any such adjustments. Any such adjustments shall be separately stated and computed in such detail as is mutually agreed by the Service Recipient and the Service Provider. For the avoidance of doubt, any adjustments that do not relate to a month in the same calendar quarter as such invoice relates shall not be due and payable by the Service Recipient or its Affiliates. Any past due payments owed by the a Service Recipient to the a Service Provider shall accrue interest, payable on demand, at the rate of eight percent (8%) per annum Interest Rate from the due date of the payment through the actual date of payment. (b) The Parties shall keep books of account and other records, in reasonable detail and in accordance with generally accepted accounting principles and industry standards, consistently applied, with respect to the provision of the Services or the Tesoro Services provided and the fees chargedcharged hereunder, including time logs (or similar time time-allocation materials), receipts, receipts and other related back-up materials. Such books of account and other records shall be open for the a Service Recipient’s inspection during normal business hours hours, upon at least five (5) Business Days’ prior written notice Notice, for twelve (12) at least 12 months following the end of the calendar year in which such Services or Tesoro Services were renderedprovided. This inspection right will include the right of the applicable Service Recipient to have its accountants or auditors review such books and records. If Notwithstanding anything to the contrary herein, if an audit reveals that the Service Recipient (or its Affiliate, as applicable) paid more than the applicable fees for any applicable audited period or service, the Service Provider shall reimburse the Service Recipient (or its Affiliate, as applicable) for any amounts overpaid overpaid, together with interest at a rate equal to the prime rate of interest on the original due date published by The Wall Street Journal, Interest Rate accruing from the date such fees were paid by the Service Recipient (or its Affiliate, as applicable) to the date any overpayment was reimbursed by the Service Provider.