Common use of Reports and Audits Clause in Contracts

Reports and Audits. As a condition of the MASTERCARD BRASIL obligations to make available the Incentives annually as specified in Section 1 hereof after the end of each calendar quarter (Jan/Mar, Apr/Jun, Jul/Sep and Oct/Dec – “Performance Quarters”), the CLIENT shall report in detail, in accordance with the applicable Mastercard Worldwide rules, in the “QMR” Quarterly Reports, the information relating to the actual number of Cards and Accounts issued or converted, the total number of Cards and Accounts issued (specifying the International Use Accounts and the National Accounts, if any) and the Invoicing Volume relating to the previous Performance Quarter, classified by Card modality. The “QMR” Quarterly Report may contain other additional information, provided this is previously agreed between the CLIENT and MASTERCARD BRASIL, as they are requested from time to time by MASTERCARD BRASIL, provided that the CLIENT is previously notified in this respect. For the purpose of verifying such information and the compliance with this Agreement by the CLIENT, MASTERCARD BRASIL and its designated Independent Auditors shall have the right to audit the books and registers of the CLIENT, exclusively in relation to any information contained in such reports, upon giving a notice [*****] in advance to the CLIENT in relation to the scope and nature of such analysis. MASTERCARD BRASIL shall bear all costs related to such audit procedures, and the CLIENT agrees to collaborate and obtain the full cooperation of its independent auditors and other personnel required so that such audit may be conducted by MASTERCARD BRASIL. In the event such audit is not conducted by Independent Auditors, the CLIENT shall have the right to have the audit verified or confirmed by an Independent Auditor firm selected by MASTERCARD BRASIL and the CLIENT by common agreement. In the event any audit determines a discrepancy or overpayment or underpayment of any amounts due hereunder, the Party in question shall immediately pay to the other Party all amounts identified in the audit as due or payable to the other Party as a result thereof. In the event that any audit identifies a discrepancy of underpayment by the CLIENT in excess of [*****] of the Issuer Fees (“Mastercard fees”) due by the CLIENT in relation to any civil quarter, the CLIENT shall reimburse MASTERCARD BRASIL for all out of pocket expenses for the audit and auxiliary activities.

Reports and Audits. As a condition of the MASTERCARD BRASIL obligations to make available the Incentives annually as specified in Section 1 hereof Within twenty-five (25) days after the end of each calendar year, until such time as Rangeview notifies Pure Cycle that production of Export Water and/or Non-Export Water has reached 500 acre feet in any calendar year, and thereafter on or before the twenty-fifth (25th) day following the end of each calendar quarter during the term of this Agreement, Pure Cycle shall deliver a report to Rangeview which specifies the quantity of Non-Export Water (Jan/Mar, Apr/Jun, Jul/Sep including any recharged or stored water pursuant to Section 6.2(a) of the Lease) delivered by Pure Cycle and Oct/Dec – “Performance Quarters”), the CLIENT shall report in detail, amount of such Non-Export Water removed from each aquifer under the ▇▇▇▇▇ Range in accordance with Exhibit J to the applicable Mastercard Worldwide rules, in the “QMR” Quarterly ReportsLease, the information exact amount of Gross Revenues or gross tap fee revenues relating to the actual number sale or other disposition of Cards Non-Export Water and Accounts issued or converted, the total number of Cards and Accounts issued (specifying the International Use Accounts and the National Accounts, if any) and the Invoicing Volume relating to the previous Performance Quarter, classified by Card modality. The “QMR” Quarterly Report may contain other additional information, provided this is previously agreed between the CLIENT and MASTERCARD BRASIL, as they are requested from time to time by MASTERCARD BRASIL, provided that the CLIENT is previously notified in this respect. For the purpose of verifying such information and the compliance with this Agreement by the CLIENT, MASTERCARD BRASIL and its designated Independent Auditors shall have the right to audit the books and registers a calculation of the CLIENT, exclusively in relation to any information contained in such reports, upon giving a notice [*****] in advance to the CLIENT in relation to the scope and nature of such analysis. MASTERCARD BRASIL shall bear all costs related to such audit procedures, and the CLIENT agrees to collaborate and obtain the full cooperation of its independent auditors and other personnel required so that such audit may be conducted by MASTERCARD BRASIL. In the event such audit is not conducted by Independent Auditors, the CLIENT shall have the right to have the audit verified or confirmed by an Independent Auditor firm selected by MASTERCARD BRASIL and the CLIENT by common agreement. In the event any audit determines a discrepancy or overpayment or underpayment of any amounts due hereunder, the Party in question shall immediately pay to the other Party all amounts identified in the audit as due royalties paid or payable to the other Party Land Board as a result thereof, the entity to whom the Non-Export Water was delivered and, if applicable, the costs and expenses of Pure Cycle for such period which are components of Net Profits and such other information as may be necessary in order to enable Rangeview to comply with its reporting obligations to the Land Board regarding the accuracy of royalties paid under the Lease. In - 11 - (b) Pure Cycle shall prepare and keep full, complete, and proper books, records and accounts of all Non-Export Water (including any recharged or stored water pursuant to Section 6.2(a) of the event that any Lease) sales or dispositions and, if applicable, expenses of Pure Cycle included in the calculation of Net Profits and shall document such transactions as may be required by law. Said books, records, and accounts of Pure Cycle shall be open at all reasonable times, upon three (3) days prior written notice, to the inspection of Rangeview and its representatives, and upon ten (10) days prior written notice, to the inspection of the Land Board and its representatives, who may, at Rangeview’s or the Land Board’s expense, as applicable, copy or extract all or a portion of said books, records, and accounts for a period of five (5) years after the date such books, records and accounts are made. Rangeview or the Land Board may, upon no less than fourteen (14) days’ prior written notice to Pure Cycle, cause a partial or complete audit identifies to be made at Rangeview’s or the Land Board’s expense, as applicable, by an auditor selected by Rangeview or the Land Board, as applicable, of the entire records and operations of Pure Cycle for a discrepancy five (5) year period preceding the date of underpayment the audit relating to the ▇▇▇▇▇ Range and Non-Export Water use pursuant to this Agreement. Within fourteen (14) days following receipt of such a notice, Pure Cycle shall make available to the auditor the books and records the auditor reasonably deems necessary or desirable for the purpose of making the audit. If the results of the audit reveal a deficiency in the amounts paid by Rangeview to the CLIENT Land Board under the Lease as a result of inaccurate reports provided by Pure Cycle to Rangeview, then Pure Cycle shall refund the revenues it received from Rangeview under Section 8.2 which should have been paid to the Land Board together with interest thereon at the rate of two percent (2%) per month from the date or dates such amounts should have been paid to the Land Board. If such inaccuracies resulted in a deficiency to the Land Board in excess of [*****] two percent (2%) of the Issuer Fees (“Mastercard fees”) due royalties previously computed by Rangeview for the period covered by the CLIENT in relation to any civil quarteraudit, then Pure Cycle shall also pay the CLIENT shall reimburse MASTERCARD BRASIL for all out actual cost of pocket expenses for the audit and auxiliary activitiesaudit.

Reports and Audits. As a condition of the MASTERCARD BRASIL obligations to make available the Incentives annually as specified in Section 1 hereof (a) Within twenty-five (25) days after the end of each calendar year, until such time as Rangeview notifies Pure Cycle that production of Export Water and/or Non-Export Water has reached 500 acre feet in any calendar year, and thereafter on or before the twenty-fifth (25th) day following the end of each calendar quarter during the term of this Agreement, Pure Cycle shall deliver a report to Rangeview which specifies the quantity of Non-Export Water (Jan/Mar, Apr/Jun, Jul/Sep including any recharged or stored water pursuant to Section 6.2(a) of the Lease) delivered by Pure Cycle and Oct/Dec – “Performance Quarters”), the CLIENT shall report in detail, amount of such Non-Export Water removed from each aquifer under the L▇▇▇▇ Range in accordance with Exhibit J to the applicable Mastercard Worldwide rules, in the “QMR” Quarterly ReportsLease, the information exact amount of Gross Revenues or gross tap fee revenues relating to the actual number sale or other disposition of Cards Non-Export Water and Accounts issued or converted, the total number of Cards and Accounts issued (specifying the International Use Accounts and the National Accounts, if any) and the Invoicing Volume relating to the previous Performance Quarter, classified by Card modality. The “QMR” Quarterly Report may contain other additional information, provided this is previously agreed between the CLIENT and MASTERCARD BRASIL, as they are requested from time to time by MASTERCARD BRASIL, provided that the CLIENT is previously notified in this respect. For the purpose of verifying such information and the compliance with this Agreement by the CLIENT, MASTERCARD BRASIL and its designated Independent Auditors shall have the right to audit the books and registers a calculation of the CLIENT, exclusively in relation to any information contained in such reports, upon giving a notice [*****] in advance to the CLIENT in relation to the scope and nature of such analysis. MASTERCARD BRASIL shall bear all costs related to such audit procedures, and the CLIENT agrees to collaborate and obtain the full cooperation of its independent auditors and other personnel required so that such audit may be conducted by MASTERCARD BRASIL. In the event such audit is not conducted by Independent Auditors, the CLIENT shall have the right to have the audit verified or confirmed by an Independent Auditor firm selected by MASTERCARD BRASIL and the CLIENT by common agreement. In the event any audit determines a discrepancy or overpayment or underpayment of any amounts due hereunder, the Party in question shall immediately pay to the other Party all amounts identified in the audit as due royalties paid or payable to the other Party Land Board as a result thereof, the entity to whom the Non-Export Water was delivered and, if applicable, the costs and expenses of Pure Cycle for such period which are components of Net Profits and such other information as may be necessary in order to enable Rangeview to comply with its reporting obligations to the Land Board regarding the accuracy of royalties paid under the Lease. (b) Pure Cycle shall prepare and keep full, complete, and proper books, records and accounts of all Non-Export Water (including any recharged or stored water pursuant to Section 6.2(a) of the Lease) sales or dispositions and, if applicable, expenses of Pure Cycle included in the calculation of Net Profits and shall document such transactions as may be required by law. In Said books, records, and accounts of Pure Cycle shall be open at all reasonable times, upon three (3) days prior written notice, to the event that any inspection of Rangeview and its representatives, and upon ten (10) days prior written notice, to the inspection of the Land Board and its representatives, who may, at Rangeview’s or the Land Board’s expense, as applicable, copy or extract all or a portion of said books, records, and accounts for a period of five (5) years after the date such books, records and accounts are made. Rangeview or the Land Board may, upon no less than fourteen (14) days’ prior written notice to Pure Cycle, cause a partial or complete audit identifies to be made at Rangeview’s or the Land Board’s expense, as applicable, by an auditor selected by Rangeview or the Land Board, as applicable, of the entire records and operations of Pure Cycle for a discrepancy five (5) year period preceding the date of underpayment the audit relating to the L▇▇▇▇ Range and Non-Export Water use pursuant to this Agreement. Within fourteen (14) days following receipt of such a notice, Pure Cycle shall make available to the auditor the books and records the auditor reasonably deems necessary or desirable for the purpose of making the audit. If the results of the audit reveal a deficiency in the amounts paid by Rangeview to the CLIENT Land Board under the Lease as a result of inaccurate reports provided by Pure Cycle to Rangeview, then Pure Cycle shall refund the revenues it received from Rangeview under Section 8.2 which should have been paid to the Land Board together with interest thereon at the rate of two percent (2%) per month from the date or dates such amounts should have been paid to the Land Board. If such inaccuracies resulted in a deficiency to the Land Board in excess of [*****] two percent (2%) of the Issuer Fees (“Mastercard fees”) due royalties previously computed by Rangeview for the period covered by the CLIENT audit, then Pure Cycle shall also pay the actual cost of the audit. (c) Rangeview shall prepare and keep full, complete, and proper books, records and accounts of all collections with respect to Non-Export Water (including any recharged or stored water pursuant to Section 6.2(a) of the Lease) sales or dispositions and, if applicable, expenses of Rangeview included in relation the calculation of Net Profits and shall document such transactions as may be required by law. Said books, records, and accounts of Rangeview shall be open at all reasonable times to any civil quarterthe inspection of Pure Cycle and its representatives who may also, at Pure Cycle’s expense, audit, copy or extract all or a portion of said books, records, and accounts for a period of five (5) years after the CLIENT date such books, records and accounts are made. Pure Cycle may, upon fourteen (14) days’ prior written notice to Rangeview, cause a partial or complete audit to be made at Pure Cycle’s expense, by an auditor selected by Pure Cycle, of the entire records and operations of Rangeview relating to the L▇▇▇▇ Range and Non-Export Water collections and expenses pursuant to this Agreement. Within fourteen (14) days following receipt of such a notice, Rangeview shall reimburse MASTERCARD BRASIL for all out of pocket expenses make available to the auditor the books and records the auditor deems necessary or desirable for the purpose of making the audit. Any deficiency in the payment of amounts due Pure Cycle pursuant to Section 8.2 determined by such audit shall be immediately due and auxiliary activitiespayable by Rangeview together with interest thereon at the rate of two percent (2%) per month from the date or dates such amounts should have been paid. If such deficiency is in excess of two percent (2%) of the amounts previously computed by Rangeview for the period covered by the audit, then Rangeview shall pay the actual cost of the audit, at the time the deficiency is paid.

Reports and Audits. As a condition of the MASTERCARD BRASIL obligations to make available the Incentives annually as specified in Section 1 hereof (a) Within twenty-five (25) days after the end of each calendar quarter (Jan/Maryear, Apr/Jun, Jul/Sep and Oct/Dec – “Performance Quarters”), the CLIENT shall report in detail, in accordance with the applicable Mastercard Worldwide rules, or within such other time period as may be set forth in the “QMR” Quarterly ReportsNew Service Agreements, during the term of this Agreement, Service Provider shall deliver a report to Rangeview which specifies the quantity of water per New Service Agreement (including any recharged or stored water) delivered by Service Provider and the amount of such water removed from any aquifer and such other information as may be necessary in order to enable Rangeview to comply with its reporting obligations. (b) Service Provider shall prepare and keep full, complete, and proper books, records and accounts of all water (including any recharged or stored water) sales or dispositions and shall document such transactions as may be required by law. Said books, records, and accounts of Service Provider shall be open at all reasonable times, upon three (3) days prior written notice, to the inspection of Rangeview and its representatives, and upon ten (10) days prior written notice, Service Provider shall cooperate and produce such documents as may be required by a lawful request presented to Rangeview pursuant to the Colorado Open Records Act. Rangeview may, upon no less than fourteen (14) days’ prior written notice to Service Provider, cause a partial or complete audit to be made at Rangeview’s expense by an auditor selected by Rangeview of the entire records and operations of Service Provider for a five (5) year period preceding the date of the audit relating to the actual number water use pursuant to this Agreement. Within fourteen (14) days following receipt of Cards and Accounts issued or convertedsuch a notice, the total number of Cards and Accounts issued (specifying the International Use Accounts and the National Accounts, if any) and the Invoicing Volume relating Service Provider shall make available to the previous Performance Quarter, classified by Card modality. The “QMR” Quarterly Report may contain other additional information, provided this is previously agreed between auditor the CLIENT books and MASTERCARD BRASIL, as they are requested from time to time by MASTERCARD BRASIL, provided that records the CLIENT is previously notified in this respect. For auditor reasonably deems necessary or desirable for the purpose of verifying making the audit. If the results of the audit reveal a deficiency in the amounts paid by Rangeview to a third party as a result of inaccurate reports provided by Service Provider to Rangeview, then Service Provider shall refund the revenues it received from Rangeview under Section 8.2 which should have been paid by Rangeview to such information and third party, together with interest thereon at the compliance with this Agreement rate of two percent (2%) per month from the date or dates such amounts should have been paid to the third party. If such inaccuracies resulted in a deficiency to the third party in excess of two percent (2%) of the amounts previously computed by Rangeview for the period covered by the CLIENTaudit, MASTERCARD BRASIL then Service Provider shall also pay the actual cost of the audit. (c) Rangeview shall prepare and keep full, complete, and proper books, records and accounts of all collections with respect to water (including any recharged or stored water) sales or dispositions and shall document such transactions as may be required by law. Said books, records, and accounts of Rangeview shall be open at all reasonable times to the inspection of Service Provider and its designated Independent Auditors representatives who may also, at Service Provider’s expense, audit, copy or extract all or a portion of said books, records, and accounts for a period of five (5) years after the date such books, records and accounts are made. Service Provider may, upon fourteen (14) days’ prior written notice to Rangeview, cause a partial or complete audit to be made at Service Provider’s expense, by an auditor selected by Service Provider, of the entire records and operations of Rangeview relating to water revenue collections pursuant to this Agreement. Within fourteen (14) days following receipt of such a notice, Rangeview shall have make available to the right to audit auditor the books and registers records the auditor deems necessary or desirable for the purpose of making the CLIENT, exclusively audit. Any deficiency in relation the payment of amounts due Service Provider pursuant to any information contained in such reports, upon giving a notice [*****] in advance to the CLIENT in relation to the scope and nature of such analysis. MASTERCARD BRASIL shall bear all costs related to Section 8.2 determined by such audit procedures, shall be immediately due and payable by Rangeview together with interest thereon at the CLIENT agrees to collaborate and obtain rate of two percent (2%) per month from the full cooperation of its independent auditors and other personnel required so that date or dates such audit may be conducted by MASTERCARD BRASILamounts should have been paid. In the event If such audit deficiency is not conducted by Independent Auditors, the CLIENT shall have the right to have the audit verified or confirmed by an Independent Auditor firm selected by MASTERCARD BRASIL and the CLIENT by common agreement. In the event any audit determines a discrepancy or overpayment or underpayment of any amounts due hereunder, the Party in question shall immediately pay to the other Party all amounts identified in the audit as due or payable to the other Party as a result thereof. In the event that any audit identifies a discrepancy of underpayment by the CLIENT in excess of [*****] two percent (2%) of the Issuer Fees (“Mastercard fees”) due amounts previously computed by Rangeview for the period covered by the CLIENT in relation to any civil quarteraudit, then Rangeview shall also pay the CLIENT shall reimburse MASTERCARD BRASIL for all out actual cost of pocket expenses for the audit and auxiliary activitiesaudit, at the time the deficiency is paid.

Reports and Audits. As (a) Rangeview may, upon no less than fourteen (14) days prior written notice to Pure Cycle, cause a condition partial or complete audit to be made at Rangeview's expense, by an auditor selected by Rangeview, of the MASTERCARD BRASIL obligations to make available entire records and operations of Pure Cycle for a five (5) year period preceding the Incentives annually as specified in Section 1 hereof after date of the end of each calendar quarter (Jan/Mar, Apr/Jun, Jul/Sep and Oct/Dec – “Performance Quarters”), the CLIENT shall report in detail, in accordance with the applicable Mastercard Worldwide rules, in the “QMR” Quarterly Reports, the information audit relating to the actual number provision of Cards wastewater service pursuant to this Agreement. Within fourteen (14) days following receipt of such a notice, Pure Cycle shall make available to the auditor the books and Accounts issued records the auditor reasonably deems necessary or converteddesirable for the purpose of making the audit. If the results of the audit reveal a deficiency in any amounts paid by Pure Cycle to the Land Board or to Rangeview for payment to the Land Board under Section 6.3 of the Lease, then Pure Cycle shall pay such deficiency to the total number Land Board or Rangeview, as applicable, together with interest thereon at the rate of Cards two percent (2%) per month from the date or dates such amounts should have been paid to the Land Board. If such inaccuracies resulted in a deficiency to the Land Board in excess of two percent (2%) of the royalties previously paid by Rangeview or on Rangeview's behalf for the period covered by the audit, then Pure Cycle shall also pay the cost of the audit. (b) Rangeview shall prepare and Accounts issued keep full, complete, and proper books, records and accounts of all collections with respect to wastewater service. Said books, records, and accounts of Rangeview shall be open at all reasonable times to the inspection of Pure Cycle and its representatives who may also, at Pure Cycle's expense, audit, copy or extract all or a portion of said books, records, and accounts for a period of five (specifying 5) years after the International Use Accounts date such books, records and accounts are made. Pure Cycle may, upon fourteen (14) days prior written notice to Rangeview, cause a partial or complete audit to be made at Pure Cycle's expense, by an auditor selected by Pure Cycle, of the National Accounts, if any) entire records and the Invoicing Volume operations of Rangeview relating to the previous Performance QuarterWastewater System pursuant to this Agreement. Within fourteen (14) days following receipt of such a notice, classified by Card modality. The “QMR” Quarterly Report may contain other additional information, provided this is previously agreed between Rangeview shall make available to the CLIENT auditor the books and MASTERCARD BRASIL, as they are requested from time to time by MASTERCARD BRASIL, provided that records the CLIENT is previously notified in this respect. For auditor deems necessary or desirable for the purpose of verifying such information and making the compliance with this Agreement audit. Any deficiency in the payment of amounts due Pure Cycle pursuant to Section 6.2 determined by the CLIENT, MASTERCARD BRASIL and its designated Independent Auditors shall have the right to audit the books and registers of the CLIENT, exclusively in relation to any information contained in such reports, upon giving a notice [*****] in advance to the CLIENT in relation to the scope and nature of such analysis. MASTERCARD BRASIL shall bear all costs related to such audit procedures, shall be immediately due and payable by Rangeview together with interest thereon at the CLIENT agrees to collaborate and obtain rate of twelve percent (12%) per annum from the full cooperation of its independent auditors and other personnel required so that date or dates such audit may be conducted by MASTERCARD BRASILamounts should have been paid. In the event If such audit deficiency is not conducted by Independent Auditors, the CLIENT shall have the right to have the audit verified or confirmed by an Independent Auditor firm selected by MASTERCARD BRASIL and the CLIENT by common agreement. In the event any audit determines a discrepancy or overpayment or underpayment of any amounts due hereunder, the Party in question shall immediately pay to the other Party all amounts identified in the audit as due or payable to the other Party as a result thereof. In the event that any audit identifies a discrepancy of underpayment by the CLIENT in excess of [*****] two percent (2%) of the Issuer Fees (“Mastercard fees”) due amounts previously computed by Rangeview for the period covered by the CLIENT in relation to any civil quarteraudit, then Rangeview shall pay the CLIENT shall reimburse MASTERCARD BRASIL for all out actual cost of pocket expenses for the audit and auxiliary activitiesaudit, at the time the deficiency is paid.