Common use of Financial Compliance Clause in Contracts

Financial Compliance. A. AES Hawaii shall provide existing information in the possession of AES Hawaii that is reasonably requested by HECO (the “Information”) for purposes of permitting HECO and Hawaiian Electric Industries, Inc. (“HEI”) to comply with the requirements of (1) Accounting Standards Codification 810, Consolidation (formerly FASB Interpretation No. 46 “Consolidation of Variable Interest Entities” and FASB Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46R”), (2) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX 404”) and (3) all clarifications, interpretations and revisions of and regulations implementing Accounting Standards Codification 810 and SOX 404 issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Tax Force or other governing agency. In addition, if required by HECO in order to meet its compliance obligations and upon reasonable prior written notice from HECO, AES Hawaii shall allow HECO or its independent auditor to audit, to the extent as is reasonably required, AES Hawaii’s financial records, including its system of internal controls over financial reporting; provided that HECO shall be responsible for all costs associated with the foregoing, including, but not limited to AES Hawaii’s reasonable internal costs. HECO shall limit access to such Information to persons involved with such compliance matters and restrict persons involved in HECO’s monitoring, dispatch or scheduling of AES Hawaii and/or the Facility, or the administration of this Agreement, from having access to such Information, (unless such participation is approved, in writing in advance, by AES Hawaii). Persons who obtain access to any Information at any time shall not participate in any future negotiations of amendments, modifications, clarifications or renewals or replacements of this Agreement. Notwithstanding anything to the contrary herein, prior to any request for Information or any audit of AES Hawaii that may be required pursuant to this Section 24.16, HECO must provide to AES Hawaii (a) a written request from HECO’s accounting officer that sets forth the justification for such request for Information or audit in reasonable detail, (b) the underlying analysis performed by HECO that validates such request for Information or audit and (c) a written confirmation from HECO’s independent auditors that such request for Information or audit is necessary for HECO in order to meet its compliance obligations as set forth in this Section 24.16.

Financial Compliance. A. AES Hawaii Seller shall provide existing or cause to be provided to Company on a timely basis, as reasonably determined by Company, all information including but not limited to information that may be obtained in the possession of AES Hawaii that is reasonably requested by HECO any audit referred to below (the “Information”) ), reasonably requested by Company for purposes of permitting HECO the Company and its parent companies, Hawaiian Electric Industries, Inc. (“HEI”) and Hawaiian Electric Company, Inc. (“HECO”) to comply with the requirements of (1a) Accounting Standards Codification 810, Consolidation (formerly FASB Interpretation No. 46 “(revised December 2003) of the FASB, Consolidation of Variable Interest Entities” and FASB Statement , an interpretation of Financial Accounting Standards ARB No. 167, 51 (“Amendments to FASB Interpretation FIN No. 46R”), (2b) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX 404”) and (3c) all clarifications, interpretations and revisions of and regulations implementing Accounting Standards Codification 810 FIN No. 46R and SOX 404 issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Tax Force or other governing agency. In addition, if required by HECO Company in order to meet its compliance obligations and upon reasonable prior written notice from HECOobligations, AES Hawaii Seller shall allow HECO Company or its independent auditor to audit, to the extent as is reasonably required, AES HawaiiSeller’s financial records, including its system of internal controls over financial reporting; provided that HECO Company shall be responsible for all costs associated with the foregoing, including, including but not limited to AES HawaiiSeller’s reasonable internal costs. HECO Company shall limit access to such Information to persons involved with such compliance matters and restrict persons involved in HECOCompany’s monitoring, dispatch or scheduling of AES Hawaii Seller and/or the Seller’s Facility, or the administration of this Agreementthe Contract, from having access to such Information, and persons reviewing such Information shall (i) not participate in negotiations of amendments, modifications or clarifications of the Contract and (ii) not disclose any information to any persons participating in such negotiations (unless such participation is approved, in writing in advance, by AES HawaiiSeller). Persons who Company shall, and shall cause HEI and HECO to, maintain the confidentiality of the Information as provided in this Section 17. Company may share the Information on a confidential basis with HEI and HECO and the independent auditors and attorneys for HEI and HECO. (Company, HEI, HECO and their respective independent auditors and attorneys are collectively referred to in this Section 17 as “Recipient.”) If either Company, HEI or HECO, in the exercise of their respective reasonable judgments, concludes that consolidation or financial reporting with respect to Seller and/or this PPC is necessary, Company, HEI and HECO each shall have the right to disclose such of the Information as Company, HEI or HECO, as applicable, reasonably determines is necessary to satisfy applicable disclosure and reporting or other requirements provided that Company gives Seller fifteen (15) days advance written notice thereof (to the extent practicable under the circumstances). If Company, HEI or HECO disclose Information pursuant to the preceding sentence, Company, HEI and HECO shall, without limitation to the generality of the preceding sentence, have the right to disclose Information to the PUC and the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs of the State of Hawaii (“Consumer Advocate”) in connection with the PUC’s rate making activities for Company and other HEI affiliated entities, provided that, if the scope or content of the Information to be disclosed to the PUC exceeds or is more detailed than that disclosed pursuant to the preceding sentence, such Information will not be disclosed until the PUC first issues a protective order to protect the confidentiality of such Information. Neither Company, HEI nor HECO shall use the Information for any purpose other than as permitted under this Section 17. In circumstances other than those addressed in the immediately preceding paragraph, if any Recipient becomes legally compelled under applicable law or by legal process (e.g., deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or a portion of the Information, such Recipient shall undertake reasonable efforts to provide Seller with prompt notice of such legal requirement prior to disclosure so that Seller may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 17. If such protective order or other remedy is not obtained, or if Seller waives compliance with the provisions at this Section 17, Recipient shall furnish only that portion of the Information which it is legally required to so furnish and to use reasonable efforts to obtain access assurance that confidential treatment will be accorded to any Information at any time disclosed material. The obligation of nondisclosure and restricted use imposed on each Recipient under this Section 17 shall not participate in any future negotiations of amendments, modifications, clarifications or renewals or replacements of this Agreement. Notwithstanding anything to the contrary herein, prior extend to any request for portion(s) of the Information or any audit of AES Hawaii that may be required pursuant to this Section 24.16, HECO must provide to AES Hawaii which (a) a written request from HECO’s accounting officer that sets forth the justification for was known to such request for Information Recipient prior to receipt, or audit in reasonable detail, (b) without the underlying analysis performed by HECO that validates fault of such request for Information Recipient is available or audit and becomes available to the general public, or (c) is received by such Recipient from a written confirmation from HECO’s independent auditors that such request for Information third party not bound by an obligation or audit is necessary for HECO in order to meet its compliance obligations as set forth in this Section 24.16duty of confidentiality.

Financial Compliance. A. AES Hawaii shall provide existing information in the possession of AES Hawaii that is reasonably requested by HECO (the “Information”) for purposes of permitting HECO and Hawaiian Electric Industries, Inc. (“HEI”) to comply with the requirements of (1) Accounting Standards Codification 810, Consolidation (formerly FASB Interpretation No. 46 “Consolidation of Variable Interest Entities” and FASB Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46R”), (2) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX 404”) and (3) all clarifications, interpretations and revisions of and regulations implementing Accounting Standards Codification 810 and SOX 404 issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Tax Force or other governing agency. In addition, if required by HECO in order to meet its compliance obligations and upon reasonable prior written notice from HECO, AES Hawaii shall allow HECO or its independent auditor to audit, to the extent as is reasonably required, AES Hawaii’s financial records, including its system of internal controls over financial reporting; provided that HECO shall be responsible for all costs associated with the foregoing, including, but not limited to AES Hawaii’s reasonable internal costs. HECO shall limit access to such Information to persons involved with such compliance matters and restrict persons involved in HECO’s monitoring, dispatch or scheduling of AES Hawaii and/or the Facility, or the administration of this Agreement, from having access to such Information, (unless such participation is approved, in writing in advance, by AES Hawaii). Persons who obtain access to any Information at any time shall not participate in any future negotiations of amendments, modifications, clarifications or renewals or replacements of this Agreement. Notwithstanding anything to the contrary herein, prior to any request for Information or any audit of AES Hawaii that may be required pursuant to this Section 24.16, HECO must provide to AES Hawaii (a) a written request from HECO’s accounting officer that sets forth the justification for such request for Information or audit in reasonable detail, (b) the underlying analysis performed by HECO that validates such request for Information or audit and (c) a written confirmation from HECO’s independent auditors that such request for Information or audit is necessary for HECO in order to meet its compliance obligations as set forth in this Section 24.16.Hawaii

Financial Compliance. A. AES Hawaii Kalaeloa shall provide existing or cause to be provided to HECO on a timely basis, as reasonably determined by HECO, all information, including but not limited to information that may be obtained in the possession of AES Hawaii that is reasonably requested by HECO any audit referred to below (the “Information”) ), reasonably requested by HECO for purposes of permitting HECO and Hawaiian Electric Industries, Inc. (“HEI”) HEI to comply with the requirements of (1a) Accounting Standards Codification 810, Consolidation (formerly FASB Interpretation No. 46 “(revised December 2003) of the FASB, Consolidation of Variable Interest Entities” and FASB Statement , an interpretation of Financial Accounting Standards ARB No. 167, 51 (“Amendments to FASB Interpretation FIN No. 46R”), (2b) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX 404”) and (3c) all clarifications, interpretations and revisions of and regulations implementing Accounting Standards Codification 810 FIN No. 46R and SOX 404 issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Tax Force or other governing agency. In addition, if required by HECO in order to meet its compliance obligations and upon reasonable prior written notice from HECOobligations, AES Hawaii Kalaeloa shall allow HECO or its independent auditor to audit, to the extent as is reasonably required, AES HawaiiKalaeloa’s financial records, including its system of internal controls over financial reporting; provided that HECO shall be responsible for all costs associated with the foregoing, including, including but not limited to AES HawaiiKalaeloa’s reasonable internal costs. HECO shall limit access to such Information to persons involved with such compliance matters and restrict persons involved in HECO’s monitoring, dispatch or scheduling of AES Hawaii Kalaeloa and/or the Facility, or the administration of this the Power Purchase Agreement, from having access to such Information, and persons reviewing such Information shall not participate in negotiations of amendments, modifications or clarifications of the Power Purchase Agreement (unless such participation is approved, in writing in advance, by AES HawaiiKalaeloa). Persons who HECO shall, and shall cause HEI to, maintain the confidentiality of the Information as provided in this Section 23.20. HECO may share the Information on a confidential basis with HEI and the independent auditors and attorneys for HECO and HEI. (HECO, HEI and their respective independent auditors and attorneys are collectively referred to in this Section 23.20 as “Recipient.”) If either of HEI or HECO, in the exercise of their respective reasonable judgments, concludes that consolidation or financial reporting with respect to Kalaeloa and/or this Power Purchase Agreement is necessary, HEI and HECO each shall have the right to disclose such of the Information as HEI or HECO, as applicable, reasonably determines is necessary to satisfy applicable disclosure and reporting or other requirements and give Kalaeloa prompt written notice thereof (in advance to the extent practicable under the circumstances). If HEI or HECO disclose Information pursuant to the preceding sentence, HEI and HECO shall, without limitation to the generality of the preceding sentence, have the right to disclose Information to the Public Utilities Commission and the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs of the State of Hawaii (“Consumer Advocate”) in connection with the Public Utilities Commission’s rate-making activities for HECO and other HEI affiliated entities, provided that, if the scope or content of the Information to be disclosed to the Public Utilities Commission exceeds or is more detailed than that disclosed pursuant to the preceding sentence, such Information will not be disclosed until the Public Utilities Commission first issues a protective order to protect the confidentiality of such Information. Neither HECO nor HEI shall use the Information for any purpose other than as permitted under this Section 23.20. In circumstances other than those addressed in the immediately preceding paragraph, if any Recipient becomes legally compelled under applicable law or by legal process (e.g., deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or a portion of the Information, such Recipient shall undertake reasonable efforts to provide Kalaeloa with prompt notice of such legal requirement prior to disclosure so that Kalaeloa may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 23.20. If such protective order or other remedy is not obtained, or if Kalaeloa waives compliance with the provisions at this Section 23.20, Recipient shall furnish only that portion of the Information which it is legally required to so furnish and to use reasonable efforts to obtain access assurance that confidential treatment will be accorded to any Information at any time disclosed material. The obligation of nondisclosure and restricted use imposed on each Recipient under this Section 23.20 shall not participate in any future negotiations of amendments, modifications, clarifications or renewals or replacements of this Agreement. Notwithstanding anything to the contrary herein, prior extend to any request for portion(s) of the Information or any audit of AES Hawaii that may be required pursuant to this Section 24.16, HECO must provide to AES Hawaii which (a) a written request from HECO’s accounting officer that sets forth the justification for was known to such request for Information Recipient prior to receipt, or audit in reasonable detail, (b) without the underlying analysis performed by HECO that validates fault of such request for Information Recipient is available or audit and becomes available to the general public, or (c) is received by such Recipient from a written confirmation from HECO’s independent auditors that such request for Information third party not bound by an obligation or audit is necessary for HECO in order to meet its compliance obligations as set forth in this Section 24.16duty of confidentiality.