Common use of BOOKS OF ACCOUNTS AND AUDITS Clause in Contracts

BOOKS OF ACCOUNTS AND AUDITS. The RE DEVELOPER shall be responsible for keeping complete books and accounts, in Philippine currency denominations, reflecting all transactions in connection with this RE Contract in accordance with the Annex “B” hereof. The DEPARTMENT shall have the right to inspect the RE DEVELOPER’s books and accounts directly relating to this RE Contract for any Calendar or Fiscal Year thirty-six (36) months following the end of each Calendar or Fiscal Year. Any such audit shall be completed within twenty-four (24) months from its commencement. Any exceptions must be made to the RE DEVELOPER in writing within ninety (90) calendar days following the completion of such audit. If the DEPARMENT fails to give such written exception within such time, then the RE DEVELOPER’s books of accounts and statements for such Calendar or Fiscal Year shall be established as correct and final for all purpose. The DEPARTMENT, upon at least fifteen (15) days advance written notice to the RE DEVELOPER, is entitled to access, during reasonable hours without affecting Offshore Wind Energy Operations, all books of accounts and records and may inspect such sites and facilities as necessary. If the DEPARTMENT notifies the RE DEVELOPER of an exception to the RE DEVELOPER’s books of accounts within the period specified in Sub-section 17.6 (b), the RE DEVELOPER shall within ninety (90) days from receipt of written exception from the DEPARTMENT, question its validity, otherwise, the same shall become final and binding on the RE DEVELOPER. If the Parties are not able to agree on the exceptions or adjustments after ninety (90) days from the date of receipt of the RE DEVELOPER’s response to the DEPARTMENT’s exception report, the Parties shall resolve the dispute in accordance with Section XV (Disputes and Arbitration) hereof. SEPARABILITY CLAUSE Should any provision of this RE Contract or the application thereof to any situation or circumstance be declared null and void and/or invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain valid and enforceable to the fullest extent. In the event of such partial invalidity or unenforceability, the Parties shall seek in good faith to agree on replacing the invalid or unenforceable provisions with a provision that in effect will most nearly and fairly approximate the effect of the invalid or unenforceable provision through the issuance of appropriate supplemental contract/s or agreement/s.

BOOKS OF ACCOUNTS AND AUDITS. The RE DEVELOPER shall be responsible for keeping complete books and accounts, in Philippine currency denominations, reflecting all transactions in connection with this RE Contract in accordance with the Annex “B” hereof. The DEPARTMENT shall have the right to inspect the RE DEVELOPER’s books and accounts directly relating to this RE Contract for any Calendar or Fiscal Year thirtywithin twenty-six four (3624) months following the end of each Calendar or Fiscal Year. Any such audit shall be completed within twenty-four twelve (2412) months from after its commencement. Any exceptions must be made to the RE DEVELOPER in writing within ninety (90) calendar days following the completion of such audit. If the DEPARMENT fails to give such written exception within such time, then the RE DEVELOPER’s books of accounts and statements for such Calendar or Fiscal Year shall be established as correct and final for all purpose. The DEPARTMENT, upon at least fifteen (15) days advance written notice to the RE DEVELOPER, is entitled to access, during reasonable hours without affecting Offshore Wind Energy Operations, all books of accounts and records and may inspect such sites and facilities as necessary. If the DEPARTMENT notifies the RE DEVELOPER of an exception to the RE DEVELOPER’s books of accounts within the period specified in Sub-section 17.6 (b), the RE DEVELOPER shall within ninety (90) days from receipt of written exception from the DEPARTMENT, question its validity, otherwise, the same shall become final and binding on the RE DEVELOPER. If the Parties are not able to agree on the exceptions or adjustments after ninety (90) days from the date of receipt of the RE DEVELOPER’s response to the DEPARTMENT’s exception report, the Parties shall resolve the dispute in accordance with Section XV (Disputes and Arbitration) hereof. HEALTH, SAFETY, AND ENVIRONMENT PROTECTION In the performance of this RE Contract, the RE DEVELOPER shall: (1) be subject to the laws, rules and regulations on environmental protection, indigenous people rights, health and safety promulgated by the GOVERNMENT; (2) endeavor to make its best efforts to prevent pollution and damage to the atmosphere, oceans, rivers, lakes, harbors and land; and (3) secure the safety and health of its operating personnel. When the GOVERNMENT assigns any person to inspect for environmental protection, health and safety compliance of the RE DEVELOPER, the RE DEVELOPER shall provide such reasonable facilities and assistance as are applicable to ensure appropriate inspection by the GOVERNMENT. The RE DEVELOPER shall be given reasonable notice such inspections. SEPARABILITY CLAUSE Should any provision of this RE Contract or the application thereof to any situation or circumstance be declared null and void and/or invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain valid and enforceable to the fullest extent. In the event of such partial invalidity or unenforceability, the Parties shall seek in good faith to agree on replacing the invalid or unenforceable provisions with a provision that in effect will most nearly and fairly approximate the effect of the invalid or unenforceable provision through the issuance of appropriate supplemental contract/s or agreement/s.

BOOKS OF ACCOUNTS AND AUDITS. The RE DEVELOPER shall be responsible for keeping complete books and accounts, in Philippine currency denominations, reflecting all transactions in connection with this RE Contract in accordance with the Annex “B” hereof. The DEPARTMENT shall have the right to inspect the RE DEVELOPER’s books and accounts directly relating to this RE Contract for any Calendar or Fiscal Year thirtywithin twenty-six four (3624) months following the end of each Calendar or Fiscal Year. Any such audit shall be completed within twenty-four twelve (2412) months from after its commencement. Any exceptions must be made to the RE DEVELOPER in writing within ninety (90) calendar days following the completion of such audit. If the DEPARMENT fails to give such written exception within such time, then the RE DEVELOPER’s books of accounts and statements for such Calendar or Fiscal Year shall be established as correct and final for all purpose. The DEPARTMENT, upon at least fifteen (15) days advance written notice to the RE DEVELOPER, is entitled to access, during reasonable hours without affecting Offshore Wind Solar Energy Operations, all books of accounts and records and may inspect such sites and facilities as necessary. If the DEPARTMENT notifies the RE DEVELOPER of an exception to the RE DEVELOPER’s books of accounts within the period specified in Sub-section 17.6 16.6 (b), the RE DEVELOPER shall within ninety (90) days from receipt of written exception from the DEPARTMENT, question its validity, otherwise, the same shall become final and binding on the RE DEVELOPER. If the Parties are not able to agree on the exceptions or adjustments after ninety (90) days from the date of receipt of the RE DEVELOPER’s response to the DEPARTMENT’s exception report, the Parties shall resolve the dispute in accordance with Section XV XIV (Disputes and Arbitration) hereof. HEALTH, SAFETY, AND ENVIRONMENT PROTECTION In the performance of this RE Contract, the RE DEVELOPER shall: (1) be subject to the laws, rules and regulations on environmental protection, indigenous people rights, health and safety promulgated by the GOVERNMENT; (2) endeavor to make its best efforts to prevent pollution and damage to the atmosphere, oceans, rivers, lakes, harbors and land; and (3) secure the safety and health of its operating personnel. When the GOVERNMENT assigns any person to inspect for environmental protection, health and safety compliance of the RE DEVELOPER, the RE DEVELOPER shall provide such reasonable facilities and assistance as are applicable to ensure appropriate inspection by the GOVERNMENT. The RE DEVELOPER shall be given reasonable notice such inspections. SEPARABILITY CLAUSE Should any provision of this RE Contract or the application thereof to any situation or circumstance be declared null and void and/or invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain valid and enforceable to the fullest extent. In the event of such partial invalidity or unenforceability, the Parties shall seek in good faith to agree on replacing the invalid or unenforceable provisions with a provision that in effect will most nearly and fairly approximate the effect of the invalid or unenforceable provision through the issuance of appropriate supplemental contract/s or agreement/s.

BOOKS OF ACCOUNTS AND AUDITS. The RE DEVELOPER shall be responsible for keeping complete books and accounts, in Philippine currency denominations, reflecting all transactions in connection with this RE Contract in accordance with the Annex “B” hereof. The DEPARTMENT shall have the right to inspect the RE DEVELOPER’s books and accounts directly relating to this RE Contract for any Calendar or Fiscal Year thirtywithin twenty-six four (3624) months following the end of each Calendar or Fiscal Year. Any such audit shall be completed within twenty-four twelve (2412) months from after its commencement. Any exceptions must be made to the RE DEVELOPER in writing within ninety (90) calendar days following the completion of such audit. If the DEPARMENT fails to give such written exception within such time, then the RE DEVELOPER’s books of accounts and statements for such Calendar or Fiscal Year shall be established as correct and final for all purpose. The DEPARTMENT, upon at least fifteen (15) days advance written notice to the RE DEVELOPER, is entitled to access, during reasonable hours without affecting Offshore Wind Energy Geothermal Operations, all books of accounts and records and may inspect such sites and facilities as necessary. If the DEPARTMENT notifies the RE DEVELOPER of an exception to the RE DEVELOPER’s books of accounts within the period specified in Sub-section 17.6 (b), the RE DEVELOPER shall within ninety (90) days from receipt of written exception from the DEPARTMENT, question its validity, otherwise, the same shall become final and binding on the RE DEVELOPER. If the Parties are not able to agree on the exceptions or adjustments after ninety (90) days from the date of receipt of the RE DEVELOPER’s response to the DEPARTMENT’s exception report, the Parties shall resolve the dispute in accordance with Section XV (Disputes and Arbitration) hereof. HEALTH, SAFETY, AND ENVIRONMENT PROTECTION In the performance of this RE Contract, the RE DEVELOPER shall: (1) be subject to the laws, rules and regulations on environmental protection, indigenous people rights, health and safety promulgated by the GOVERNMENT; (2) endeavor to make its best efforts to prevent pollution and damage to the atmosphere, oceans, rivers, lakes, harbors and land; and (3) ensure the safety and health of its operating personnel. When the GOVERNMENT assigns any person to inspect for environmental protection, health and safety compliance of the RE DEVELOPER, the RE DEVELOPER shall provide such reasonable facilities and assistance as are applicable to ensure appropriate inspection by the GOVERNMENT. The RE DEVELOPER shall be given reasonable notice such inspections. SEPARABILITY CLAUSE Should any provision of this RE Contract or the application thereof to any situation or circumstance be declared null and void and/or invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain valid and enforceable to the fullest extent. In the event of such partial invalidity or unenforceability, the Parties shall seek in good faith to agree on replacing the invalid or unenforceable provisions with a provision that in effect will most nearly and fairly approximate the effect of the invalid or unenforceable provision through the issuance of appropriate supplemental contract/s or agreement/s.