Common use of Audit and Examination Clause in Contracts

Audit and Examination. In addition to the audit responsibilities assigned by the Partnership Agreement to the Audit Committee, any Partner(s), the Partnership or their designated representatives (including in the case of the Partnership representatives from each Partner), after fifteen (15) Days' notice in writing to Operator, shall have the right during normal business hours to audit or examine, at the expense of the Person (Partner(s) or Partnership) conducting the audit or examination, all books and records maintained by the Operator as well as the relevant books of account of Operator's contractors relating to the design, construction, operation, maintenance, and administration of the Facilities, provided, however, that the total number of full audits commenced in any Year shall not exceed two. Such right shall include the right to meet with Operator's internal and independent auditors to discuss matters relevant to the audit or examination. Partnership shall have two (2) Years after the close of a Year in which to make an audit of Operator's records for such Year; provided, however, that any audits relating to construction costs may be made up to twenty-four (24) Months after the Completion Date. Absent fraud or intentional concealment or misrepresentation by Operator or its employees, and except for any adjustments which may arise from FERC compliance audits, Operator shall neither be required nor permitted to adjust any item unless a claim therefor is presented or adjustment is initiated within two (2) Years after the close of the Year in which the cost was incurred, and in the absence of such timely claims or adjustments, the costs incurred shall be conclusively established as correct; provided, however, this shall not prevent adjustment resulting from physical inventory of the Facilities and other property or audit adjustments relating to construction costs incurred during the construction phase as set forth in this Section 5.5.

Audit and Examination. In addition to the audit responsibilities assigned by the Partnership Agreement to the Audit Committee, any Any Partner(s), the Partnership or their designated representatives (including in the case of the Partnership representatives from each Partner), after fifteen (15) Days' ’ notice in writing to the Operator, shall have the right during normal business hours to audit or examine, at the expense of the Person (Partner(s) or Partnership) conducting the audit or examination, all books and records maintained by of the Operator as well as the relevant books of account of the Operator's ’s contractors relating to the design, construction, operation, maintenance, and administration repair of the Facilities, Facilities and the administrative services provided under this Agreement; provided, however, that the total number of full audits commenced in any Year shall not exceed twoone. Such right shall include the right to meet with the Operator's ’s internal and independent auditors to discuss matters relevant to the audit or examination. The Partnership shall have two (2) Years after the close of a Year in which to make an audit of the Operator's ’s records for such Year; provided, however, that any audits relating to construction costs may be made up to twenty-four (24) Months after the Completion Datedate of completion. Absent fraud or intentional concealment or misrepresentation by the Operator or its employees, and except for any adjustments which may arise from FERC compliance audits, the Operator shall neither be required nor permitted to adjust any item unless a claim therefor is presented or adjustment is initiated within two (2) Years after the close of the Year in which the cost was incurredstatement therefor is rendered, and in the absence of such timely claims or adjustments, the costs incurred bills and statements rendered shall be conclusively established as correct; provided, however, this shall not prevent adjustment resulting from physical inventory of the Facilities and other Partnership property or audit adjustments relating to construction costs incurred during the construction phase as set forth in this Section 5.55.4.