Common use of More Favorable Terms Clause in Contracts

More Favorable Terms. (a) Vendor shall only charge Rates to DIR and Prices that are no higher in the aggregate than the charges charged by Vendor directly to substantially similar Retail Third Party Customers for the provision of the same or substantially similar Services on substan- tially similar terms and conditions. (b) No later than each Contract Anniversary Date, Vendor shall certify to DIR, in writing, that it has been in full compliance with Section 3.04 (a) above at all times during the prior 12 month period. Any failure of Vendor to comply with this certification require- ment or any certification filed by Vendor that is not true shall constitute a Material Breach. The sole remedy if Vendor has breached Section 3.04 (a) above, Vendor shall be obligated to award DIR and /or Customer, as appropriate, Credits on the next appropriate Invoice that are equal to the overcharges paid as a result of any such breach. (c) DIR shall have the right, in its sole and absolute discretion, to conduct an audit of Vendor's compliance with this Section 3.04 pursuant to the procedures set forth in Exhibit B, Section 8.06. (d) Vendor represents and warrants that, as of the Effective Date, it shall comply pro- spectively with this Section 3.04.

More Favorable Terms. (a) Vendor shall only charge Rates to DIR and Prices (excluding ICB orders) that are no higher in the aggregate than the charges charged by Vendor directly to substantially similar Retail Third Party Customers for the provision of the same or substantially similar Services on substan- tially substantially similar terms and conditions. (b) No later than each Contract Anniversary Date, Vendor shall certify to DIR, in writing, that it has been in full compliance with Section 3.04 (a) above at all times during the prior 12 month period. Any failure of Vendor to comply with this certification require- ment or any certification filed by Vendor that is not true shall constitute a Material Breach. The sole remedy if Vendor has breached Section 3.04 (a) above, Vendor shall be obligated to award DIR and /or Customer, as appropriate, Credits on the next appropriate Invoice that are equal to the overcharges paid as a result of any such breach. (c) DIR shall have the right, in its sole and absolute discretion, to conduct an audit of Vendor's compliance with this Section 3.04 pursuant to the procedures set forth in Exhibit B, Section 8.06. (d) Vendor represents and warrants that, as of the Effective Date, it shall comply pro- spectively with this Section 3.04.

More Favorable Terms. (a) Vendor shall only charge Rates to DIR and Prices that are no higher in the aggregate than the charges charged by Vendor directly to substantially similar Retail Third Party Customers for the provision of the same or substantially similar Services on substan- tially sub- stantially similar terms and conditions. (b) No later than each Contract Anniversary Date, Vendor shall certify to DIR, in writing, that it has been in full compliance with Section 3.04 (a) above at all times during the prior 12 month period. Any failure of Vendor to comply with this certification require- ment or any certification filed by Vendor that is not true shall constitute a Material Breach. The sole remedy if Vendor has breached Section 3.04 (a) above, Vendor shall be obligated to award DIR and /or Customer, as appropriate, Credits on the next appropriate Invoice that are equal to the overcharges paid as a result of any such breach. (c) DIR shall have the right, in its sole and absolute discretion, to conduct an audit of Vendor's compliance with this Section 3.04 pursuant to the procedures set forth in Exhibit B, Section 8.06. (d) Vendor represents and warrants that, as of the Effective Date, it shall comply pro- spectively pros- pectively with this Section 3.04.