Common use of Accounting and Audits Clause in Contracts

Accounting and Audits. Each Party shall keep and maintain proper and complete records and books of account documenting its Costs to be reimbursed or credited, Net Sales and Net Pretax Profits and Losses with respect to all Products, including, without limitation, records which relate to sales or other disposals of such Products. Each Party shall permit an independent public accountant designated by the other Party, except one to which the non-designating Party shall have reasonable objection, to have access, at the designating Party's own expense, no more than once in each calendar year during the term of this Agreement and twice during the three (3) calendar years following the termination hereof, during regular business hours and upon reasonable notice, to its records and books for the sole purpose of determining the appropriateness of any Costs charged or paid by such Party, Net Sales and Net Sales with respect to Products. Such accountant shall sign a conventional confidentiality agreement. If such examination results in a final determination that Costs or Net Pretax Losses have been overstated and/or that Net Sales or Net Pretax Profits have been understated, overstated Costs and payments on understated Net Sales and Net Pretax Profits, as applicable, shall be refunded or paid promptly. The fees and expenses of such accountant shall be paid by the designating Party, unless the audit results in a final determination that Costs Net Pretax Losses have been overstated, or that Net Sales or Net Pretax Profits have been understated, [REDACTED*], in [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. which case the non-designating Party shall pay all reasonable costs and expenses incurred by the designating Party in the course of making such determination, including the fees and expenses of such accountant. In the event the non-designating Party disputes the findings of the designating Party's accountants, such dispute shall be resolved pursuant to Article 17.

Accounting and Audits. Each Party 36.1 Contractor shall keep be responsible for maintaining complete accounts, books and maintain proper records reflecting all revenues, costs and complete records and books of account documenting its Costs to be reimbursed or credited, Net Sales and Net Pretax Profits and Losses expenses associated with respect to all Products, including, without limitation, records which relate to sales or other disposals of such Products. Each Party shall permit an independent public accountant designated by Petroleum Operations under this Agreement in accordance with the other Party, except one to which the non-designating Party shall have reasonable objection, to have access, at the designating Party's own expense, no more than once Accounting Procedure set out in each calendar year during the term Annex “D” of this Agreement and twice accepted international petroleum industry accounting standards and procedures. The said accounting records shall be kept in Turkmenistan in US dollars for official use under this Agreement. Accounting records in Turkmen Manats may also be maintained, but not used for the purposes of this Agreement . 36.2 Within ninety (90) days after the expiration of each Calendar Year, Contractor shall submit to the Management Committee detailed accounts showing all Contract Expenses and Contract Revenues during the three (3) calendar years following past Calendar Year. Before submission to the termination hereofManagement Committee, during regular business hours the accounts shall be audited and upon reasonable noticecertified by an independent chartered accountant or certified public accountant acceptable to both Competent Body and Contractor, at the expense of Contractor. It is understood that Competent Body retains the right to its review and audit Contractor’s books and records and books for the sole purpose of determining the appropriateness of any Costs charged or paid by such Party, Net Sales and Net Sales with respect to ProductsPetroleum Operations conducted hereunder either directly or through an independent accountant designated by Competent Body. Such accountant right of audit will terminate twenty-four (24) Calendar Months after the closure of the subject Calendar Year’s accounts. Any claims or exceptions to Contractor’s accounts must be officially communicated to Contractor within thirty-six (36) Calendar Months of the closure of the subject Calendar Year’s accounts. ARTICLE 37 CONFIDENTIALITY 37.1 This Agreement and any Confidential Information of any Party hereto which becomes known to the other Party(ies) in connection with the performance of this Agreement shall sign not be published or disclosed to third parties without the former Party’s prior written consent, except as otherwise provided herein, and provided however that such other Party(ies) may communicate Confidential Information to legal counsel, accountants, other professional consultants, underwriters, lenders, agents, contractors or shipping companies to the extent necessary in connection with this Agreement, subject to a conventional prior undertaking from the parties receiving such information to maintain confidentiality, or to an agency of the government of the country of Contractor having authority to require such disclosure. 37.2 The term “Confidential Information” as used herein shall mean information identified as “confidential” by the Party originally in possession of it and disclosed to the other Party(ies), excluding information previously known to the other Party(ies), or information which is known to the public (except through disclosure of the other Party(ies) in violation of this Article), or information that comes into the possession of such other Party(ies) from a third party who has an independent right to such information. 37.3 Without prejudice to the provisions of paragraphs 8.8 and 37.1, the confidentiality agreement. If such examination results obligations of this Article shall survive, in respect of Contractor, for a final determination that Costs period of five (5) Calendar Years after the expiration of this Agreement, but shall expire, in respect of Competent Body, upon relinquishment of the area to which the information relates or Net Pretax Losses have been overstated and/or that Net Sales upon expiration (or Net Pretax Profits have been understated, overstated Costs and payments on understated Net Sales and Net Pretax Profitsprior termination) of this Agreement, as applicable, shall be refunded or paid promptlythe case may be. The fees and expenses of such accountant shall be paid by the designating Party, unless the audit results in a final determination that Costs Net Pretax Losses have been overstated, or that Net Sales or Net Pretax Profits have been understated, [REDACTED*], in [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. which case the non-designating Party shall pay all reasonable costs and expenses incurred by the designating Party in the course of making such determination, including the fees and expenses of such accountant. In the event the non-designating Party disputes the findings of the designating Party's accountants, such dispute shall be resolved pursuant to Article 17.ARTICLE 38

Accounting and Audits. Each Party shall keep and maintain proper and complete records and books of account documenting its Costs to be reimbursed or credited, Net Sales and Net Pretax Profits and Losses with respect to all Products, including, without limitation, records which relate to sales or other disposals of such Products. Each Party shall permit an independent public accountant designated by the other Party, except one to which the non-designating Party shall have reasonable objection, to have access, at the designating Party's own expense, no more than once in each calendar year during the term of this Agreement and twice during the three (3) calendar years following the termination hereof, during regular business hours and upon reasonable notice, to its records and books for the sole purpose of determining the appropriateness of any Costs charged or paid by such Party, Net Sales and Net Sales with respect to Products. Such accountant shall sign a conventional confidentiality agreement. If such examination results in a final determination that Costs or Net Pretax Losses have been overstated and/or that Net Sales or Net Pretax Profits have been understated, overstated Costs and payments on understated Net Sales and Net Pretax Profits, as applicable, shall be refunded or paid promptly. The fees and expenses of such accountant shall be paid by the designating Party, unless the audit results in a final determination that Costs Net Pretax Losses have been overstated, or that Net Sales or Net Pretax Profits have been understated, [REDACTED*], in [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. which case the non-designating Party shall pay all reasonable costs and expenses incurred by the designating Party in the course of making such determination, including the fees and expenses of such accountant. In the event the non-designating Party disputes the findings of the designating Party's accountants, such dispute shall be resolved pursuant to Article 17.