Common use of Adjustment for a Material Change Clause in Contracts

Adjustment for a Material Change. (a) If there is no Reference Tariff applicable to the Train Services for a Train Service Type under this Agreement, then: (i) if at any time after the Commencement Date a Material Change occurs which affects the financial position of Aurizon Network or the cost to Aurizon Network of performing its obligations or exercising its rights under this Agreement and/or a Train Operations Deed, then Aurizon Network must notify the Access Holder giving details of the Net Financial Effect on Aurizon Network of the Material Change; (ii) within 10 Business Days after receipt of a notice under clause 23.1(a)(i), the Parties must meet and negotiate in good faith any appropriate adjustments to the amounts payable under this Agreement to remove as far as practicable the Net Financial Effect on Aurizon Network of the Material Change and return Aurizon Network to the position it would have been in had it not been for the Material Change; and (iii) if the Parties have not agreed on the relevant adjustments within 15 Business Days after Aurizon Network’s notice, then either Party may refer the matter to an Expert for determination in accordance with clause 24.3. (b) If there is a Reference Tariff applicable to the Train Services for a Train Service Type under this Agreement, then the relevant Reference Tariff Provisions which form part of this Agreement under clause 3 will provide for the consequences of Material Change.

Adjustment for a Material Change. (a) If there is no Reference Tariff applicable to the Train Services for a Train Service Type under this Agreement, then: (i) if at any time after the Commencement Date a Material Change occurs which affects the financial position of Aurizon Network or the cost to Aurizon Network of performing its obligations or exercising its rights under this Agreement and/or a Train Operations DeedAgreement, then Aurizon Network must may notify the Access Holder End User [and each Operator] giving details of the Net Financial Effect on Aurizon Network of the Material Change; (ii) within 10 Business Days after receipt of a notice under clause 23.1(a)(i22.1(a)(i), the Parties [and each Operator] must meet and negotiate in good faith any appropriate adjustments to the amounts payable under this Agreement [and the Train Operations Agreement] to remove as far as practicable the Net Financial Effect on Aurizon Network of the Material Change and return Aurizon Network to the position it would have been in had it not been for the Material Change; and (iii) if the Parties [and each Operator] have not agreed on the relevant adjustments within 15 Business Days after Aurizon Network’s notice, then either Party may refer the matter to an Expert for determination in accordance with clause 24.323.3. [Square bracketed text in (a)(i)-(iii) is only included where End User is only paying TOP Charges.] (b) If there is a Reference Tariff applicable to the Train Services for a Train Service Type under this Agreement, then the relevant Reference Tariff Provisions which form part of this Agreement under clause 3 will provide for the consequences of Material Change.

Adjustment for a Material Change. (a) If there is no Reference Tariff applicable to the Train Services for a Train Service Type under this Agreement, then: (i) if at any time after the Commencement Date a Material Change occurs which affects the financial position of Aurizon Network or the cost to Aurizon Network of performing its obligations or exercising its rights under this Agreement and/or a Train Operations Deed, then Aurizon Network must notify the Access Holder giving details of the Net Financial Effect on Aurizon Network of the Material Change; (ii) within 10 Business Days after receipt of a notice under clause 23.1(a)(iunder (a) (i), the Parties must meet and negotiate in good faith any appropriate adjustments to the amounts payable under this Agreement to remove as far as practicable the Net Financial Effect on Aurizon Network of the Material Change and return Aurizon Network to the position it would have been in had it not been for the Material Change; and (iii) if the Parties have not agreed on the relevant adjustments within 15 Business Days after Aurizon Network’s notice, then either Party may refer the matter to an Expert for determination in accordance with clause 24.328.3. (b) If there is a Reference Tariff applicable to the Train Services for a Train Service Type under this Agreement, then the relevant Reference Tariff Provisions which form part of this Agreement under clause 3 will provide for the consequences of Material Change.

Adjustment for a Material Change. ‌ (a) If there is no Reference Tariff applicable to the Train Services for a Train Service Type under this Agreement, then: (i) if at any time after the Commencement Date a Material Change occurs which affects the financial position of Aurizon Network or the cost to Aurizon Network of performing its obligations or exercising its rights under this Agreement and/or a Train Operations Deed, then Aurizon Network must notify the Access Holder giving details details‌ of the Net Financial Effect on Aurizon Network of the Material Change; (ii) within 10 Business Days after receipt of a notice under clause 23.1(a)(i27.1(a)(i), the Parties must meet and negotiate in good faith any appropriate adjustments to the amounts payable under this Agreement to remove as far as practicable the Net Financial Effect on Aurizon Network of the Material Change and return Aurizon Network to the position it would have been in had it not been for the Material Change; and (iii) if the Parties have not agreed on the relevant adjustments within 15 Business Days after Aurizon Network’s notice, then either Party may refer the matter to an Expert for determination in accordance with clause 24.328.3. (b) If there is a Reference Tariff applicable to the Train Services for a Train Service Type under this Agreement, then the relevant Reference Tariff Provisions which form part of this Agreement under clause 3 will provide for the consequences of Material Change.