Common use of Compensation Event Notice Clause in Contracts

Compensation Event Notice. (i) If the Concessionaire is affected by a Compensation Event, it will give written notice to the Department within 30 Days following the date on which the Concessionaire first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event (a “Compensation Event Notice”); provided, however, that for an Alternative Facility, notice will be provided in accordance with Section 12.05. The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Concessionaire Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; provided, that if the amount of Concessionaire Damages and details of the calculation thereof are not available within the 30-Day notice period required herein, the Concessionaire may submit such amount claimed as Concessionaire Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice. (ii) If, for any reason, the Concessionaire fails to deliver such written Compensation Event Notice within the foregoing time period, the Concessionaire will be deemed to have irrevocably and forever waived and released any Claim or right to Concessionaire Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Concessionaire submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) from an independent engineering consultant a comprehensive report as to the Concessionaire’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 90 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Concessionaire a copy of such reports as it has elected to obtain. If the Department disagrees with the entitlement to or amount of Concessionaire Damages claimed by the Concessionaire, the Concessionaire and Department will commence good faith negotiations to resolve the Dispute within 120 Days after the delivery of the Compensation Event Notice. If the Dispute cannot be resolved within such 120 Days, either party may submit the Dispute for resolution pursuant to Article 21.

Compensation Event Notice. (i) If the Concessionaire Developer is affected by a Compensation Event, it will give written notice to the Department within 30 21 Days following the date on which the Concessionaire Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event (( a “Compensation Event Notice”); provided, however, that for an Alternative Facility, notice will be provided in accordance with Section 12.05. The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Concessionaire Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; providedprovided that, that if the amount of Concessionaire Developer Damages and details of the calculation thereof are not available within the 3021-Day notice period required herein, the Concessionaire may Developer will submit such an estimate of the amount, or if known, the actual amount claimed as Concessionaire Developer Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.Notice.‌ (ii) If, for any reason, the Concessionaire Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Concessionaire Developer will be deemed to have irrevocably and forever waived and released any Claim or right to Concessionaire Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Concessionaire Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) from an independent engineering consultant a comprehensive report as to the ConcessionaireDeveloper’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 90 45 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Concessionaire Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Concessionaire Developer Damages claimed by the ConcessionaireDeveloper, the Concessionaire Developer and Department will commence good faith negotiations to resolve the Dispute within 120 30 Days after the delivery of the Compensation Event NoticeDepartment’s written response or deemed denial. If the Dispute cannot be resolved within such 120 30 Days, either party may submit the Dispute for resolution pursuant to Article 21.21 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred.‌

Compensation Event Notice. (i) If the Concessionaire Developer is affected by a Compensation Event, it will give written notice to the Department within 30 21 Days following the date on which the Concessionaire Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event (( a “Compensation Event Notice”); provided, however, that for an Alternative Facility, notice will be provided in accordance with Section 12.05. The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Concessionaire Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; providedprovided that, that if the amount of Concessionaire Developer Damages and details of the calculation thereof are not available within the 3021-Day notice period required herein, the Concessionaire may Developer will submit such an estimate of the amount, or if known, the actual amount claimed as Concessionaire Developer Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.Notice.‌ (ii) If, for any reason, the Concessionaire Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Concessionaire Developer will be deemed to have irrevocably and forever waived and released any Claim or right to Concessionaire Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Concessionaire Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) from an independent engineering consultant a comprehensive report as to the ConcessionaireDeveloper’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 90 45 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Concessionaire Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response‌ granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Concessionaire Developer Damages claimed by the ConcessionaireDeveloper, the Concessionaire Developer and Department will commence good faith negotiations to resolve the Dispute within 120 30 Days after the delivery of the Compensation Event NoticeDepartment’s written response or deemed denial. If the Dispute cannot be resolved within such 120 30 Days, either party may submit the Dispute for resolution pursuant to Article 2121 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred.

Compensation Event Notice. (i) If the Concessionaire Developer is affected by a Compensation Event, it will give written notice to the Department within 30 seven Days following the date on which the Concessionaire Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event (( a “Compensation Event Notice”); provided, however, that for an Alternative Facility, notice will be provided in accordance with Section 12.05. The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Concessionaire Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; providedprovided that, that if the amount of Concessionaire Developer Damages and details of the calculation thereof are not available within the 30-seven Day notice period required herein, the Concessionaire may Developer will submit such an estimate of the amount, or if known, the actual amount claimed as Concessionaire Developer Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice. (ii) If, for any reason, the Concessionaire Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Concessionaire Developer will be deemed to have irrevocably and forever waived and released any Claim or right to Concessionaire Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Concessionaire Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) from an independent engineering consultant a comprehensive report as to the ConcessionaireDeveloper’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 90 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Concessionaire Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 90-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Concessionaire Developer Damages claimed by the ConcessionaireDeveloper, the Concessionaire Developer and Department will commence good faith negotiations to resolve the Dispute within 120 30 Days after the delivery of the Compensation Event NoticeDepartment’s written response or deemed denial. If the Dispute cannot be resolved within such 120 30 Days, either party may submit the Dispute for resolution pursuant to Article 2121 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred.

Compensation Event Notice. (i) If the Concessionaire Developer is affected by a Compensation Event, it will give written notice to the Department within 30 21 Days following the date on which the Concessionaire Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event (( a “Compensation Event Notice”); provided, however, that for an Alternative Facility, notice will be provided in accordance with Section 12.05. The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Concessionaire Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; providedprovided that, that if the amount of Concessionaire Developer Damages and details of the calculation thereof are not available within the 3021-Day notice period required herein, the Concessionaire may Developer will submit such an estimate of the amount, or if known, the actual amount claimed as Concessionaire Developer Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.Notice.‌ (ii) If, for any reason, the Concessionaire Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Concessionaire Developer will be deemed to have irrevocably and forever waived and released any Claim or right to Concessionaire Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Concessionaire Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) from an independent engineering consultant a comprehensive report as to the ConcessionaireDeveloper’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue revenue‌ study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 90 45 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Concessionaire Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Concessionaire Developer Damages claimed by the ConcessionaireDeveloper, the Concessionaire Developer and Department will commence good faith negotiations to resolve the Dispute within 120 30 Days after the delivery of the Compensation Event NoticeDepartment’s written response or deemed denial. If the Dispute cannot be resolved within such 120 30 Days, either party may submit the Dispute for resolution pursuant to Article 2121 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred.

Compensation Event Notice. (i) If the Concessionaire DB Contractor is affected by a Compensation Event, it will give written notice to the Department Concessionaire within 30 twenty-three (23) Days following the date on which the Concessionaire DB Contractor first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event (a “DB Compensation Event Notice”); provided, however, that for an Alternative Facility, notice will be provided in accordance with Section 12.05. The DB Compensation Event Notice will set forth forth, in such form and substance as is required to satisfy the Concessionaire’s obligations under the CA for such notice: (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed by which the DB Contractor claims the Contract Sum should be adjusted as Concessionaire Damages a result of the Compensation Event and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; provided, that if the amount of Concessionaire Damages and details of the calculation thereof are not available within the 30-Day notice period required hereinthereof. Subject to Section 21.06, the Concessionaire may shall submit such amount claimed as Concessionaire Damages a Compensation Event Notice under the CA based on the DB Compensation Event Notice submitted by the DB Contractor and details of thereafter assert its rights under the calculation thereof no later than 60 Days from submission of Comprehensive Agreement with respect to the Compensation Event Noticeclaimed by the DB Contractor. (ii) If, for any reason, the Concessionaire DB Contractor fails to deliver such written DB Compensation Event Notice within the foregoing time such twenty-three (23)- Day period, the Concessionaire DB Contractor will be deemed to have irrevocably and forever waived and released any Claim or right to Concessionaire Damages an adjustment to the Contract Sum or other adverse effects on Gross Revenues or on costsrelief as a result of such Compensation Event; provided, expenses and liabilities attributable that, subject to Section 21.06, the DB Contractor may direct the Concessionaire to pursue relief available under the CA with respect to such Compensation Event. (iii) After the Concessionaire submits a Compensation Event NoticeNotice under the CA based on a Compensation Event claimed by the DB Contractor, under the CA the Department may, may but it is not required to, obtain, at its sole cost, (A) to obtain from an independent engineering consultant a comprehensive report as to the Concessionaire’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating which will incorporate the estimated Net Revenue Impact attributable adjustment to the Compensation EventContract Sum sought by the DB Contractor). Within Under the CA, within 90 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will is to provide to the Concessionaire a copy of such reports as it has elected to obtain. If Under the CA, if the Department disagrees with the entitlement to or the amount of Concessionaire Damages claimed by the ConcessionaireConcessionaire (which will incorporate the adjustment to the Contract Sum sought by the DB Contractor), the Concessionaire and the Department will are to commence good faith negotiations to resolve the Dispute within 120 Days after the delivery of the Compensation Event Notice; the DB Contractor shall have the right to participate in such negotiations. If the Dispute cannot be resolved within such 120 Days, under the CA either party the Department or the Concessionaire may submit the Dispute for resolution pursuant to Article 2121 of the CA, and the DB Contractor may, subject to Section 21.06, direct the Concessionaire to submit such Dispute for resolution under the CA. All changes to the Contract Sum and conforming changes to the Payment and Values Schedule shall be reflected in a Scope Change Order entered into pursuant to Section 14.05(a).

Compensation Event Notice. (i) If the Concessionaire Developer is affected by a Compensation Event, it will give written notice to the Department within 30 21 Days following the date on which the Concessionaire Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event (( a “Compensation Event Notice”); provided, however, that for an Alternative Facility, notice will be provided in accordance with Section 12.05. The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Concessionaire Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; providedprovided that, that if the amount of Concessionaire Developer Damages and details of the calculation thereof are not available within the 3021-Day notice period required herein, the Concessionaire may Developer will submit such an estimate of the amount, or if known, the actual amount claimed as Concessionaire Developer Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.Notice.‌ (ii) If, for any reason, the Concessionaire Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Concessionaire Developer will be deemed to have irrevocably and forever waived and released any Claim or right to Concessionaire Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Concessionaire Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) from an independent engineering consultant a comprehensive report as to the ConcessionaireDeveloper’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 90 45 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Concessionaire Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response granting or denying, in full or in part, the Developer’s requested relief. If the Department‌ fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Concessionaire Developer Damages claimed by the ConcessionaireDeveloper, the Concessionaire Developer and Department will commence good faith negotiations to resolve the Dispute within 120 30 Days after the delivery of the Compensation Event NoticeDepartment’s written response or deemed denial. If the Dispute cannot be resolved within such 120 30 Days, either party may submit the Dispute for resolution pursuant to Article 2121 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred.

Compensation Event Notice. (i) If the Concessionaire is affected by a Compensation Event, it will give written notice to the Department within 30 Days following the date on which the Concessionaire first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event (a “Compensation Event Notice”); provided, howeverthat, that for an Alternative Facilityin the case of a Department Project Enhancement, notice will a Compensation Event Notice must be provided in accordance with Section 12.05given within 30 days following the Commencement of Use of such Department Project Enhancement. The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Concessionaire Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; providedprovided that, that if the amount of Concessionaire Damages and details of the calculation thereof are not available within the 30-Day notice period required hereinin this Agreement, the Concessionaire may submit such an estimate of the amount, or if known, the actual amount claimed as Concessionaire Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice; provided however, the Concessionaire may update the amount of claimed Concessionaire Damages and details thereof every 30 Days. (ii) If, for any reason, the Concessionaire fails to deliver such written Compensation Event Notice within the foregoing time period, the Concessionaire will be deemed to have irrevocably and forever waived and released any Claim or right to Concessionaire Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Concessionaire submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) from an independent engineering consultant a comprehensive report as to the Concessionaire’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 90 Days after receiving a Compensation Event Notice and the supporting documentation required 117 DMEAST #27287336 v26 by Section 14.01(a)(i), the Department will provide to the Concessionaire a copy of such reports as it has elected to obtain. If the Department disagrees with the entitlement to or amount of Concessionaire Damages claimed by the Concessionaire, the Concessionaire and Department will commence good faith negotiations to resolve the Dispute within 120 Days after the delivery of the Compensation Event Notice. If the Dispute cannot be resolved within such 120 Days, either party may submit the Dispute for resolution pursuant to Article 21.