ON OR BEFORE THE DUE DATE WITH RESPECT TO ALL OR ANY PORTION OF
THE PAYMENT REQUEST, WITH THE PARTICULARS OF SUCH DISPUTE. UPON RECEIPT OF SUCH
NOTICE, BUYER SHALL, OR SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE
PARTNERSHIP ENTITIES TO, FURNISH TO THE APPLICABLE WILLIAMS ENTITY ADDITIONAL
SUPPORTING DOCUMENTATION TO REASONABLY SUBSTANTIATE THE AMOUNT OF THE PAYMENT
REQUEST.
UPON DELIVERY OF SUCH ADDITIONAL DOCUMENTATION, THE APPLICABLE
WILLIAMS ENTITY AND THE BUYER ENTITIES SHALL COOPERATE AND USE THEIR REASONABLE
BEST EFFORTS TO RESOLVE SUCH DISPUTE.
IF THEY ARE UNABLE TO RESOLVE THEIR
DISPUTE WITHIN TWENTY (20) BUSINESS DAYS OF THE DELIVERY OF SUCH ADDITIONAL
SUPPORTING DOCUMENTATION TO THE APPLICABLE WILLIAMS ENTITY, THEN THE DISPUTE
SHALL BE REFERRED FOR RESOLUTION BY A FIRM OF INDEPENDENT ACCOUNTANTS OF
NATIONALLY RECOGNIZED STANDING REASONABLY SATISFACTORY TO EACH OF BUYER AND THE
APPLICABLE WILLIAMS ENTITY (THE "ACCOUNTING REFEREE"), WHICH SHALL DETERMINE THE
DISPUTED AMOUNTS WITHIN THIRTY (30) DAYS OF THE REFERRAL OF SUCH DISPUTE TO SUCH
ACCOUNTING REFEREE.
THE DETERMINATION OF THE ACCOUNTING REFEREE SHALL NOT
REQUIRE THE APPLICABLE WILLIAMS ENTITY TO PAY MORE THAN THE AMOUNT IN DISPUTE
NOR REQUIRE BUYER OR ANY PARTNERSHIP ENTITY TO RETURN ANY AMOUNT PREVIOUSLY PAID
BY THE APPLICABLE WILLIAMS ENTITY.
THE FEES AND EXPENSES OF THE ACCOUNTING
REFEREE SHALL BE BORNE EQUALLY BY THE APPLICABLE WILLIAMS ENTITY, ON THE ONE
HAND, AND BUYER OR A MEMBER OF THE PARTNERSHIP ENTITIES, ON THE OTHER HAND.
THE
DETERMINATION OF THE ACCOUNTING REFEREE SHALL BE FINALLY BINDING.
IF ANY
DISPUTE IS RESOLVED IN FAVOR OF BUYER OR ANY PARTNERSHIP ENTITY, THE APPLICABLE
WILLIAMS ENTITY SHALL MAKE PAYMENT TO BUYER OR THE APPLICABLE PARTNERSHIP ENTITY
WITHIN THIRTY (30) DAYS OF RESOLUTION OF THE DISPUTE.
NOTWITHSTANDING THE
FOREGOING, IN NO EVENT SHALL THE WILLIAMS ENTITIES BE ENTITLED TO WITHHOLD ANY
AMOUNTS OTHER THAN THOSE PORTIONS OF THE APPLICABLE PAYMENT THAT ARE IN DISPUTE.
(B)
WILLIAMS SHALL HAVE THE RIGHT, AT ANY TIME
WITHIN SIX (6) MONTHS AFTER THE DATE OF ANY PAYMENT BY WILLIAMS TO BUYER OR THE
PARTNERSHIP ENTITIES PURSUANT TO A PAYMENT REQUEST TO AUDIT THOSE BOOKS AND
RECORDS OF BUYER AND/OR ANY PARTNERSHIP ENTITY THAT INCURRED COSTS OR EXPENSES
ATTRIBUTABLE TO SUCH PAYMENT REQUEST OR WHICH BOOKS AND RECORDS RELATE THERETO,
TO VERIFY THE AMOUNT REFLECTED ON SUCH PAYMENT REQUEST.
ANY SUCH AUDIT SHALL BE
CONDUCTED DURING NORMAL BUSINESS HOURS BY WILLIAMS OR ITS DESIGNATED AUDITOR
AFTER TEN (10) DAYS PRIOR WRITTEN NOTICE TO BUYER, AT WILLIAMS' SOLE COST AND
EXPENSE, IN THE OFFICES OF BUYER AND THE RELEVANT PARTNERSHIP ENTITIES OR SUCH
OTHER LOCATION AS MAY BE MUTUALLY AGREED.
BUYER SHALL COOPERATE AND SHALL USE
ITS REASONABLE BEST EFFORTS TO CAUSE ANY RELEVANT PARTNERSHIP ENTITY TO
COOPERATE WITH AND PROVIDE REASONABLE ASSISTANCE TO WILLIAMS AND/OR ITS AUDITOR
IN CONNECTION WITH THE PERFORMANCE OF ANY SUCH AUDIT.
WILLIAMS SHALL ASSERT ANY
CLAIM FOR REFUND OF AMOUNTS REIMBURSED TO BUYER OR THE PARTNERSHIP ENTITIES
UNDER THE AUDITED PAYMENT REQUEST WITHIN SIXTY (60) DAYS AFTER THE COMPLETION OF
THE AUDIT.