Common use of 4Disputes With Respect to Settlement Amount Clause in Contracts

4Disputes With Respect to Settlement Amount. If an Early Termination Date is declared pursuant to Section 7.2.2 and the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Settlement Amount, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non-Defaulting Party’s calculation of the Settlement Amount, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute; provided, however, that if, as calculated by the Non-Defaulting Party, the Defaulting Party owes the Settlement Amount to the Non-Defaulting Party, the Defaulting Party shall first transfer Performance Assurance to the Non-Defaulting Party in an amount equal to the disputed portion of the Settlement Amount. The Defaulting Party shall have no right to withhold any disputed amount unless such Performance Assurance is transferred to the Non-Defaulting Party. If the dispute is not resolved within ten (10) Business Days, then the dispute shall be subject to the dispute resolution procedures set forth in Article 19. Notwithstanding anything herein, the undisputed portion of the Settlement Amount shall be paid by the Party who owes such amount to the other Party in accordance with Section 7.2.2. Upon resolution of the disputed portion of the Settlement Amount, if the Non-Defaulting Party is required to return any Performance Assurance to the Defaulting Party then the Non-Defaulting Party shall pay interest, from the date of receipt of such Performance Assurance until the date it is returned, at the Federal Funds Effective Rate, on such portion of the Performance Assurance to be returned that is in the form of (i) cash or (ii) cash funds derived from a draw by the Non-Defaulting Party on any Letter of Credit issued hereunder. Such interest shall be paid on the same date as the date of the return of the Performance Assurance, and such Performance Assurance shall be returned within two (2) Business Days of resolution of the dispute.

4Disputes With Respect to Settlement Amount. If an Early Termination Date is declared pursuant to Section 7.2.2 and the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Settlement Amount, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non-Defaulting Party’s calculation of the Settlement Amount, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute; provided, however, that if, as calculated by the Non-Defaulting Party, the Defaulting Party owes the Settlement Amount to the Non-Defaulting Party, the Defaulting Party shall first transfer Performance Assurance to the Non-Defaulting Party in an amount equal to the disputed portion of the Settlement Amount. The Defaulting Party shall have no right to withhold any disputed amount unless such Performance Assurance is transferred to the Non-Defaulting Party. If the dispute is not resolved within ten (10) Business Days, then the dispute shall be subject to the dispute resolution procedures set forth in Article 1918. Notwithstanding anything herein, the undisputed portion of the Settlement Amount shall be paid by the Party who owes such amount to the other Party in accordance with Section 7.2.2. Upon resolution of the disputed portion of the Settlement Amount, if the Non-Defaulting Party is required to return any Performance Assurance to the Defaulting Party then the Non-Defaulting Party shall pay interest, from the date of receipt of such Performance Assurance until the date it is returned, at the Federal Funds Effective Rate, on such portion of the Performance Assurance to be returned that is in the form of (i) cash or (ii) cash funds derived from a draw by the Non-Defaulting Party on any Letter of Credit issued hereunder. Such interest shall be paid on the same date as the date of the return of the Performance Assurance, and such Performance Assurance shall be returned within two (2) Business Days of resolution of the dispute.