Common use of Errors and Disputes Clause in Contracts

Errors and Disputes. SR Partnership shall have the right to contest the Power Transfer System Operating Costs shown on any statement delivered pursuant to Section 4.4 above by notice thereof to the Manager within ninety (90) days after the end of the applicable calendar quarter except with respect to the last quarterly report of the calendar year, notice as to which shall be given within sixty (60) days after receipt of such statement. In that event, SR Partnership may conduct an independent audit of the Manager's records regarding those costs upon at least five (5) days' prior written notice, during business hours, at the Manager's principal place of business, and at SR Partnership's sole cost and expense. In the event the audit establishes an overcharge in excess of five percent (5%) of the Power Transfer System Operating Costs, the Manager shall be responsible for the cost of the audit. Any other disputes in payment or billing which the Manager and SR Partnership are unable to resolve within thirty (30) days of the dispute arising shall be resolved by arbitration as set forth below in Section 12.2.