COS Calculation Disputes Sample Clauses

COS Calculation Disputes. Any disputes between the Parties over the final COS Calculation will be resolved in accordance with the procedures in Exhibit E-2 of the Base Contract. SCHEDULE 1 TO EXHIBIT C-1** System Fee $** G&A Fee Tiers $/MMBtu Min Vol. Max Vol. Time Zero EBITDA ** Inflation Factor **% Tier 1 $** ** ** Time Zero Capital Expenditure ** Escalation Factor **% Tier 2 $** ** ** Tier 3 $** ** Target IRR **% Terminal Multiple **x Capital G&A Fee **% Escalation Factor * * * * * * * * * * * * * * * * * * * * * * * * Gathering Volume - BBtu * * * * * * * * * * * * * * * * * * * * * * * * System Fee ($/MMBtu) $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * Revenue ($’000) * * * * * * * * * * * * * * * * * * * * * * * * Compression Expense * * * * * * * * * * * * * * * * * * * * * * * * Variable O&M * * * * * * * * * * * * * * * * * * * * * * * * Fixed O&M * * * * * * * * * * * * * * * * * * * * * * * * Taxes * * * * * * * * * * * * * * * * * * * * * * * * G&A Expense * * * * * * * * * * * * * * * * * * * * * * * * EBITDA ($’000) ** * * * * * * * * * * * * * * * * * * * * * * * * Well Connect Capex * * * * * * * * * * * * * * * * * * * * * * * * Infrastructure Capex * * * * * * * * * * * * * * * * * * * * * * * * Facilities Capex * * * * * * * * * * * * * * * * * * * * * * * * Operations Support and Other * * * * * * * * * * * * * * * * * * * * * * * * Capital G&A Fee * * * * * * * * * * * * * * * * * * * * * * * * Total Capex ($’000) ** * * * * * * * * * * * * * * * * * * * * * * * * Terminal Value Net Cash Flow ($’000) ** * * * * * * * * * * * * * * * * * * * * * * * * NPV ** Volume - Tier 1 (BBtu/d) * * * * * * * * * * * * * * * * * * * * * * * * Volume - Tier 2 (BBtu/d) * * * * * * * * * * * * * * * * * * * * * * * * Volume - Tier 3 (BBtu/d) * * * * * * * * * * * * * * * * * * * * * * * * Volume - Tier 1 ($/MMtu/d) $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * Volume - Tier 2 ($/MMtu/d) $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * Volume - Tier 3 ($/MMtu/d) $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * $ * * ** 20 pages omitted pursuant to confidential treatment request. SCHEDULE 2 TO EXHIBIT C-1** ** One (1) page omitted pursuant to confidential treatment request.
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Related to COS Calculation Disputes

  • Calculation Disputes If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Settlement Amount or Termination Payment, in whole or in part, the Defaulting Party will, within two Business Days of receipt of Non-Defaulting Party’s calculation, provide to the Non- Defaulting Party a detailed written explanation of the basis for such dispute; provided, however, that the Defaulting Party must first transfer Performance Assurance to the Non-Defaulting Party in an amount equal to the full Settlement Amount or Termination Payment, as applicable. References to Defaulting Party and Non-Defaulting Party in this Section include the Potentially Defaulting Party and Potentially Non-Defaulting Party, as applicable.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement.

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Contract Disputes The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Supervisor and the County‘s project manager as specified in Article 25. Notices by way of the following process, such matter shall be brought to the attention of the County DPA by way of the following process: i. The Contractor shall submit to the County DPA a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. ii. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. iii. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor’s failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County DPA or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contentions. The County’s final decision shall be conclusive and binding regarding the dispute unless the Contractor commences action in a court of competent jurisdiction to contest such decision within 90 days following the date of the County’s final decision or one year following the accrual of the cause of action, whichever is later.

  • Determination of Disputes Any dispute arising under this Section 2.6 shall be resolved pursuant to the dispute resolution procedures of Article 7.

  • Invoice Disputes If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.

  • Mediation of Disputes The parties shall endeavor in good faith to settle within 90 days any controversy or claim arising out of or relating to this Agreement or the breach thereof through mediation with JAMS, Endispute or similar organizations. If the controversy or claim is not resolved within 90 days, the parties shall be free to pursue other legal remedies in law or equity.

  • Arbitration; Settlement of Disputes Any controversy, claim or cause of action brought by any party hereto against the Company arising out of or relating to the Shares or other Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, or the breach hereof or thereof, if so elected by the claimant, shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The place of the arbitration shall be Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, and the language of the arbitration shall be English. The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant(s) and respondent(s)), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If such alignment and appointment shall not have occurred within thirty (30) calendar days after the initiating party serves the arbitration demand, the American Arbitration Association shall appoint the three arbitrators, each of whom shall have the qualifications described above. The parties and the American Arbitration Association may appoint from among the nationals of any country, whether or not a party is a national of that country. The arbitral tribunal shall have no authority to award any consequential, special or punitive damages or other damages not measured by the prevailing party’s actual damages and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Deposit Agreement.

  • Audit Dispute In the event of a dispute with respect to any audit conducted under Section 6.10.1, Xxxxxxx and Forest shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [*] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Accountant”). The decision of the Accountant shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Accountant shall determine. If the Accountant concludes that additional payments were owed, or that excess payments were made during such period, then the Party owing such additional payments shall pay such additional amounts, or the Party that received such excess payments shall reimburse such excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

  • ADJUSTMENT OF DISPUTES The Employer and the Union recognize that grievances may arise in each of the following circumstances:

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