Common use of Verification of Computations Clause in Contracts

Verification of Computations. Within 15 days after EME receives from the Owner Participant any calculation of the amount or amounts payable to either the Owner Participant or EME pursuant to this Section 6, if EME so requests in writing, such calculation shall be reviewed by a nationally recognized independent accounting firm selected by the Owner Participant and reasonably acceptable to EME to determine on a confidential basis the amount of any indemnity payment by EME to the Owner Participant or any payment by a Tax Indemnitee to EME pursuant to this Section 6. The Owner Participant and EME shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided that such accounting firm shall agree in writing in a manner satisfactory to the Owner Participant or EME, as the case may be, to maintain the confidentiality of such information, and provided further that neither the Owner Participant, Midwest nor EME shall be required to disclose any of its tax returns or books that the Owner Participant or EME, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that the Owner Participant, Midwest or EME, as the case may be, shall have sole control over the positions taken with respect to such party’s tax returns and filings. The fees and disbursements of such accounting firm will be paid by EME; provided that such fees and disbursements will be paid by the Owner Participant if the accountants determine that the present value of the total payments as calculated by the Owner Participant is more than 105 percent of the present value of the correct payments (such present value in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon EME and the Owner Participant. The parties hereto agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 6 and that matters of interpretation of this Agreement or any other Operative Document are not within the scope of the independent accountant’s responsibility. Such accounting firm shall be requested to make its determination within 30 days.

Verification of Computations. Within 15 days after EME receives from the Owner Participant any calculation of the amount or amounts payable to either the Owner Participant or EME pursuant to this Section 6, if EME so requests in writing, such calculation shall be reviewed by a nationally recognized independent accounting firm selected by the Owner Participant and reasonably acceptable to EME to determine on a confidential basis the amount of any indemnity payment by EME to the Owner Participant or any payment by a Tax Indemnitee to EME pursuant to this Section 6. The Owner Participant and EME shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided that such accounting firm shall agree in writing in a manner satisfactory to the Owner Participant Participant, or EME, as the case may be, to maintain the confidentiality of such information, and provided further that neither the Owner Participant, Midwest nor EME shall be required to disclose any of its tax returns or books that the Owner Participant or EME, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that the Owner Participant, Midwest or EME, as the case may be, shall have sole control over the positions taken with respect to such party’s tax returns and filings. The fees and disbursements of such accounting firm will be paid by EME; provided that such fees and disbursements will be paid by the Owner Participant if the accountants determine that the present value of the total payments as calculated by the Owner Participant is more than 105 percent of the present value of the correct payments (such present value in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon EME and the Owner Participant. The parties hereto agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 6 and that matters of interpretation of this Agreement or any other Operative Document are not within the scope of the independent accountant’s responsibility. Such accounting firm shall be requested to make its determination within 30 days.

Verification of Computations. Within 15 23 days after EME the Facility Lessee receives from the Owner Participant any calculation of the amount or amounts payable to either the Owner Participant or EME the Facility Lessee pursuant to this Section 65, if EME the Facility Lessee so requests in writing, such calculation shall be reviewed by a nationally recognized independent accounting firm firm, selected by the Owner Participant and reasonably acceptable to EME the Facility Lessee, to determine on a confidential basis the amount of any indemnity payment by EME the Facility Lessee to the Owner Participant Participant, or the amount of any payment by a the Owner Participant to the Facility Lessee Conemaugh Tax Indemnitee to EME Indemnity Agreement pursuant to this Section 65. The Owner Participant and EME the Facility Lessee shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided that such accounting firm shall agree in writing in a manner satisfactory to the Owner Participant Participant, or EMEthe Facility Lessee, as the case may be, to maintain the confidentiality of such information, and provided further that neither the Owner Participant, Midwest Participant nor EME the Facility Lessee shall be required to disclose any of its tax returns or books that the Owner Participant Participant, or EMEthe Facility Lessee, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that the Owner Participant, Midwest Participant or EMEthe Facility Lessee, as the case may be, shall have sole control over the positions taken with respect to such party’s 's tax returns and filings. The fees and disbursements of such accounting firm will be paid by EMEthe Facility Lessee; provided that such fees and disbursements will be paid by the Owner Participant if the accountants determine that the present value of the total payments as calculated by the Owner Participant is more than 105 percent of the present value of the correct payments (such present value in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon EME the Facility Lessee and the Owner Participant. The parties hereto agree that the independent public accounting firm’s 's sole responsibility shall be to verify the computation of any payment pursuant to this Section 6 5 and that matters of interpretation of this Agreement or any other Operative Document are not within the scope of the independent accountant’s 's responsibility. Such accounting firm shall be requested to make its determination within 30 days.