Common use of Service Information retention and audit Clause in Contracts

Service Information retention and audit. 20.3.1 The Transporter shall retain copies of all: (A) Service Information; and (B) to the extent not Service Information, all data, reports, correspondence and information relating to the Services which Project Co is required to keep under Section 26.4 of the DES SPA, for a period of not less than five (5) years following the year in which the Service Information was generated or to which such Service Information relates (whichever is later). 20.3.2 Subject to Clause 20.3.4, if pursuant to Section 26.4 of the DES SPA: (A) DES Buyer asserts that Project Co has not complied with its obligations under Sections 26.1, 26.2, 26.3.1(b) and 26.3.2 of the DES SPA (together the "Compliance Obligations") and DES Buyer subsequently instructs an independent auditor to audit the records of Project Co in respect of the asserted noncompliance; (B) the independent auditor determines that Project Co has breached certain or all of its Compliance Obligations ("Compliance Obligation Breach"); and (C) the Compliance Obligation Breach arose from an act or omission of the Transporter or any of the Transporter's employees, contractors or agents, the Transporter shall indemnify and hold harmless Project Co from all Losses arising from the Compliance Obligation Breach. 20.3.3 Subject to Clauses 16.4 and 20.3.4, if Project Co breaches Sections 26.1, 26.3 or 26.4 of the DES SPA and such breach(es) arose from an act or omission of the Transporter or any of the Transporter's employees, contractors or agents, the Transporter shall indemnify and hold harmless Project Co from all Losses arising from such breach(es). 20.3.4 The Transporter shall not be required to indemnify and hold harmless Project Co under Clause 20.3.2 or Clause 20.3.3 against any Losses arising from a Compliance Obligation Breach or Project Co's breach of Sections 26.1, 26.3 or 26.4 of the DES SPA to the extent that the Transporter's act or omission which gave rise to the Compliance Obligation Breach or other relevant breach(es) of the DES SPA was in response to an express instruction of Project Co. 20.3.5 Other than in respect of an audit for which the Transporter is required to indemnify Project Co pursuant to Clause 20.3.2, Project Co shall reimburse Transporter for all costs and expenses incurred in respect of any audit of the books and records retained by Transporter in connection with this Agreement.

Service Information retention and audit. 20.3.1 The Transporter shall retain copies of all: (A) Service Information; and (B) to the extent not Service Information, all data, reports, correspondence and information relating to the Services which Project Co is required to keep under Section 26.4 of the DES SPA, for a period of not less than five (5) years following the year in which the Service Information was generated or to which such Service Information relates (whichever is later). 20.3.2 Subject to Clause 20.3.4, if pursuant to Section 26.4 of the DES SPA: (A) DES Buyer asserts that Project Co has not complied with its obligations under Sections 26.126.1.1, 26.2, 26.3.1(b26.3.1(ii) and 26.3.2 of the DES SPA (together the "“Compliance Obligations"”) and DES Buyer subsequently instructs an independent auditor to audit the records of Project Co in respect of the asserted noncompliance; (B) the independent auditor determines that Project Co has breached certain or all of its Compliance Obligations ("“Compliance Obligation Breach"”); and (C) the Compliance Obligation Breach arose from an act or omission of the Transporter or any of the Transporter's ’s employees, contractors or agents, the Transporter shall indemnify and hold harmless Project Co from all Losses arising from the Compliance Obligation Breach. 20.3.3 Subject to Clauses 16.4 and 20.3.4, if Project Co breaches Sections 26.126.1.1, 26.3 or 26.4 of the DES SPA and such breach(es) arose from an act or omission of the Transporter or any of the Transporter's ’s employees, contractors or agents, the Transporter shall indemnify and hold harmless Project Co from all Losses arising from such breach(es). 20.3.4 The Transporter shall not be required to indemnify and hold harmless Project Co under Clause 20.3.2 or Clause 20.3.3 against any Losses arising from a Compliance Obligation Breach or Project Co's ’s breach of Sections 26.126.1.1, 26.3 or 26.4 of the DES SPA to the extent that the Transporter's ’s act or omission which gave rise to the Compliance Obligation Breach or other relevant breach(es) of the DES SPA was in response to an express instruction of Project Co. 20.3.5 Other than in respect of an audit for which the Transporter is required to indemnify Project Co pursuant to Clause 20.3.2, Project Co shall reimburse Transporter for all costs and expenses incurred in respect of any audit of the books and records retained by Transporter in connection with this Agreement.

Service Information retention and audit. 20.3.1 The Transporter shall retain copies of all: (A) Service Information; and (B) to the extent not Service Information, all data, reports, correspondence and information relating to the Services which Project Co is required to keep under Section 26.4 of the DES SPA, for a period of not less than five (5) years following the year in which the Service Information was generated or to which such Service Information relates (whichever is later). 20.3.2 Subject to Clause 20.3.4, if pursuant to Section 26.4 of the DES SPA: (A) DES Buyer asserts that Project Co has not complied with its obligations under Sections 26.1, 26.2, 26.3.1(b26.3.1(ii) and 26.3.2 of the DES SPA (together the "Compliance Obligations") and DES Buyer subsequently instructs an independent auditor to audit the records of Project Co in respect of the asserted noncompliance; (B) the independent auditor determines that Project Co has breached certain or all of its Compliance Obligations ("Compliance Obligation Breach"); and (C) the Compliance Obligation Breach arose from an act or omission of the Transporter or any of the Transporter's employees, contractors or agents, the Transporter shall indemnify and hold harmless Project Co from all Losses arising from the Compliance Obligation Breach. 20.3.3 Subject to Clauses 16.4 and 20.3.4, if Project Co breaches Sections 26.1, 26.3 or 26.4 of the DES SPA and such breach(es) arose from an act or omission of the Transporter or any of the Transporter's employees, contractors or agents, the Transporter shall indemnify and hold harmless Project Co from all Losses arising from such breach(es). 20.3.4 The Transporter shall not be required to indemnify and hold harmless Project Co under Clause 20.3.2 or Clause 20.3.3 against any Losses arising from a Compliance Obligation Breach or Project Co's breach of Sections 26.1, 26.3 or 26.4 of the DES SPA to the extent that the Transporter's act or omission which gave rise to the Compliance Obligation Breach or other relevant breach(es) of the DES SPA was in response to an express instruction of Project Co. 20.3.5 Other than in respect of an audit for which the Transporter is required to indemnify Project Co pursuant to Clause 20.3.2, Project Co shall reimburse Transporter for all costs and expenses incurred in respect of any audit of the books and records retained by Transporter in connection with this Agreement.

Service Information retention and audit. 20.3.1 The Transporter shall retain copies of all: (A) Service Information; and (B) to the extent not Service Information, all data, reports, correspondence and information relating to the Services which Project Co is required to keep under Section 26.4 of the DES SPA, for a period of not less than five (5) years following the year in which the Service Information was generated or to which such Service Information relates (whichever is later). 20.3.2 Subject to Clause 20.3.4, if pursuant to Section 26.4 of the DES SPA: (A) DES Buyer asserts that Project Co has not complied with its obligations under Sections 26.1, 26.2, 26.3.1(b26.3.1(ii) and 26.3.2 of the DES SPA (together the "Compliance Obligations") and DES Buyer subsequently instructs an independent auditor to audit the records of Project Co in respect of the asserted noncompliance; (B) the independent auditor determines that Project Co has breached certain or all of its Compliance Obligations ("Compliance Obligation Breach"); and (C) the Compliance Obligation Breach arose from an act or omission of the Transporter or any of the Transporter's employees, contractors or agents, the Transporter shall indemnify and hold harmless Project Co from all Losses arising from the Compliance Obligation Breach. 20.3.3 Subject to Clauses 16.4 and 20.3.4, if Project Co breaches Sections 26.1, 26.3 or 26.4 of the DES SPA and such breach(es) arose from an act or omission of the Transporter or any of the Transporter's employees, contractors or agents, the Transporter shall indemnify and hold harmless Project Co from all Losses arising from such breach(es). 20.3.4 The Transporter shall not be required to indemnify and hold harmless Project Co under Clause 20.3.2 or Clause 20.3.3 against any Losses arising from a Compliance Obligation Breach or Project Co's breach of Sections 26.1, 26.3 or 26.4 of the DES SPA to the extent that the Transporter's act or omission which gave rise to the Compliance Obligation Breach or other relevant breach(es) of the DES SPA was in response to an express instruction of Project Co. 20.3.5 Other than in respect of an audit for which the Transporter is required to indemnify Project Co pursuant to Clause 20.3.2, Project Co shall reimburse Transporter for all costs and expenses incurred in respect of any audit of the books and records retained by Transporter in connection with this Agreement.. 37