Audit Right and Disputes. Each Party shall bear the costs of its own audit. Should the audit discover over-billing error or other errors affecting amounts due hereunder, WMRE shall compensate City Light the amount of the error plus interest at the rate specified in Section 9.6. Interest shall accrue from the date on which City Light paid the over-billed amount to WMRE. Should the audit discover an under-billing error or errors, City Light shall compensate WMRE for the amount of the error plus interest at the rate specified in Section 9.6. Such interest will accrue from the date on which City Light should have paid the under-billed amount to the WMRE.
Audit Right and Disputes. (a) During the term hereof and for a period of two (2) years following the end of the calendar quarter to which they pertain, the records and the books of account of Purchaser with respect to the sales of the Direct Products and any Derived Products shall be available for audit by Seller and its representatives, during normal business hours, upon not less than ten (10) Business Days advance notice, and shall be made by Seller at its own expense, subject to the Seller entering into a confidentiality agreement provided by Purchaser in substantially the form annexed hereto as Exhibit A. All such audits shall be at Purchaser’s principal place of business, during Purchaser’s regular business hours, and in a manner that does not unreasonably interfere with Purchaser’s business operations. Any such audit shall be at the sole expense of Seller, unless a variation or error in excess of Five Percent (5%) of the payments actually paid is discovered in the course of any such audit, whereupon all costs relating thereto shall be paid by Purchaser, subject to the verification procedure described herein. Purchaser shall pay to Seller within twenty (20) days of receiving notice from Seller the full amount of any underpayment, together with interest thereon at an annual rate equal to the lesser of (i) the three-month London Interbank Offered Rate, as reported by the Wall Street Journal on the Business Day immediately preceding the date on which interest begins to accrue in accordance with the terms of this Agreement, plus five percent (5.00%) or (ii) the maximum rate permitted under applicable law. If Purchaser disagrees with the determination by Seller that an underpayment has been made by Purchaser, Purchaser shall within ten (10) days after receipt of the notice from Seller of the underpayment so inform Seller and the matter shall promptly and in good faith be referred by both parties to a mutually acceptable international public accounting firm for an independent verification of which party’s view is correct, which referral shall take place no later than twenty (20) days after the date of Purchaser’s notification to Seller that Purchaser believes that Seller’s determination is in error. The compensation for such international public accounting firm shall be paid by the party whose view is not verified or upheld by the international public accounting firm.
