Common use of Cost Overruns Clause in Contracts

Cost Overruns. (A) The amount of annual amortized project costs to be added to the Total Landing Contribution in any year may not exceed the amount scheduled to be added in that Term Year in accordance with the proposal approved by an Airfield MII, unless an increase to such amount is subsequently approved by an Airfield MII (each Airline determining in its discretion whether to participate in such Airfield MII). The amount of annual amortized project costs to be added to the Total Domestic Terminal Contribution, Total International Terminal Contribution and Total Local Terminal Contribution, respectively, in any year may not exceed the amounts scheduled to be added in that Term Year in accordance with the proposal approved by a Terminal MII, unless an increase to such amount is subsequently approved by a Terminal MII (each Airline determining in its discretion whether to participate in such Terminal MII). The total amount of annual amortized project costs to be added to the Total Landing Contributions, Total Domestic Terminal Contributions, Total International Terminal Contributions and Total Local Terminal Contributions, in aggregate in all years, may not exceed the lesser of (A) the total annual amortized costs of the project approved by an Airfield MII and/or Terminal MII, as the case may be, or (B) the total annual amortized costs of the project actually incurred by the Lessee. Notwithstanding the foregoing limitations, with respect to any such excess costs attributable to Force Majeure Events that are not recouped by the Lessee through insurance proceeds or other compensation, the annual amortized amounts thereof may be added to the Landing Contribution, Total Domestic Terminal Contribution, Total International Terminal Contribution and/or Total Local Terminal Contribution consistent with the allocation and schedule of costs for that project previously identified in the project proposal. (B) The Lessee shall provide notice to the Signatory Airlines (through the individual then serving on the Executive Committee on behalf of each Signatory Airline) of any anticipated cost overruns attributable to an approved Capital Project as soon as practicable after the Lessee becomes aware of such cost overruns. The Lessee shall consult the Signatory Airlines as to the best method for addressing additional costs before seeking approval of a cost increase by an Airfield MII and/or Terminal MII in accordance with Section 6.3(c)(v)(A).

Cost Overruns. The Parties anticipate that the terms of any approval for the Project Costs to be treated as a pooled transmission facility will determine how project Cost Overruns will be treated. The Parties will determine prior to Project Approval how such costs are to be funded by the Parties, and to the extent CMP provides the entire construction financing, MPS shall provide CMP with adequate security to cover the Overrun Funding Amount. For example, the Parties may agree that MPS will provide a letter of credit facility sufficient to cover the Overrun Funding Amount which CMP could draw on to cover MPS’s share of the Cost Overruns based on its actual ownership percentage. If CMP notifies MPS of its intent to draw on the letter of credit, MPS could otherwise provide funds to cover its share of the Cost Overruns. Call on Construction Completion (Aif CMP finances the Construction Stage 100%) Upon completion of construction and prior to the in-service date for an operating segment of the Project, under the terms of the JOA, MPS shall have the right to require CMP to sell to MPS MPS’s Target Ownership Percentage of Undivided Interests in the Project. The Purchase Price will equal MPS’s pro-rata portion of Project Expenditures including AFUDC plus an interest rate risk premium payment of 2.5% multiplied by MPS’ pro-rata portion of the Project Expenditures excluding AFUDC. Any Cost Overruns funded by MPS under the Contribution Agreement would be offset against the amount of annual amortized project costs the Purchase Price. If MPS does not acquire its Target Ownership Percentage of Undivided Interests in the Project pursuant to this section, MPS’s obligations for Cost Overruns and prudence disallowance shall be added reduced according to its Undivided Interest in the Project based on its final actual investment contribution to the Total Landing Contribution total investment in any year may not exceed the amount scheduled completed Project. Project Operation If the costs of the Project are regionally allocated to ISO-NE ratepayers, the Project will be added in that Term Year in accordance treated as a Pool Transmission Facility (PTF) with Operating Authority turned over to ISO-NE under the proposal approved by an Airfield MII, unless an increase to such amount is subsequently approved by an Airfield MII Transmission Operating Agreement (each Airline determining in its discretion whether to participate in such Airfield MIITOA). The amount of annual amortized project costs to be added to the Total Domestic Terminal Contribution, Total International Terminal Contribution and Total Local Terminal Contribution, respectively, in any year may not exceed the amounts scheduled to be added in that Term Year in accordance with the proposal approved by a Terminal MII, unless an increase to such amount is subsequently approved by a Terminal MII (each Airline determining in its discretion whether to participate in such Terminal MII). The total amount of annual amortized project costs to be added to the Total Landing Contributions, Total Domestic Terminal Contributions, Total International Terminal Contributions and Total Local Terminal Contributions, in aggregate in all years, may not exceed the lesser of (A) the total annual amortized costs Owners of the project approved by an Airfield MII and/or Terminal MII, as the case may be, or (B) the total annual amortized costs Project will remain responsible for all maintenance of the project actually incurred by right of way and the Lesseetransmission facilities. Notwithstanding Transmission service and cost recovery will be under the foregoing limitations, with respect to any such excess costs attributable to Force Majeure Events that are not recouped by the Lessee through insurance proceeds or other compensation, the annual amortized amounts thereof may be added to the Landing Contribution, Total Domestic Terminal Contribution, Total International Terminal Contribution and/or Total Local Terminal Contribution consistent with the allocation and schedule of costs for that project previously identified in the project proposal. ISO-NE Open Access Transmission Tariff (B) The Lessee shall provide notice to the Signatory Airlines (through the individual then serving on the Executive Committee on behalf of each Signatory Airline) of any anticipated cost overruns attributable to an approved Capital Project as soon as practicable after the Lessee becomes aware of such cost overruns. The Lessee shall consult the Signatory Airlines as to the best method for addressing additional costs before seeking approval of a cost increase by an Airfield MII and/or Terminal MII in accordance with Section 6.3(c)(v)(AOATT).

Cost Overruns. (A) The amount of annual amortized project If the Local WDB anticipates that future additional shared costs to be added to the Total Landing Contribution in any for a program year may not will exceed the amount scheduled Additional Shared Cost Budget for that year (either overall or on a line- item basis), the Local WDB shall notify each Party and recommend that the Parties negotiate an adjusted Additional Shared Cost Budget for the year. If the Parties reach agreement on an adjusted Additional Shared Cost Budget for the year, the Parties may amend this Agreement to be added in that Term Year in accordance replace the existing Additional Shared Cost Budget for the year with the proposal approved adjusted Additional Shared Cost Budget for the year through execution by each of the Parties of a written adjusted Additional Shared Cost Budget for the year. Upon such execution, the adjusted Additional Shared Cost Budget for that year shall be deemed to replace the existing Additional Shared Cost Budget for that year. Regardless of whether the Parties agree on an Airfield MIIadjusted Additional Shared Cost Budget for a year, unless any cost (of a type included in the Additional Shared Cost Budget) overrun incurred while this Agreement is in effect shall be allocated to each Local One-Stop Partner in the same proportion as such cost would be allocated under this Agreement if it were not a cost overrun. If the Parties agree on an increase adjusted Additional Shared Cost Budget after the expiration of the year for which that budget is applicable, the Parties may amend this Agreement to such amount is subsequently approved by an Airfield MII (each Airline determining replace the existing Additional Shared Cost Budget for that prior year and shall otherwise adjust their cost allocations and later in its discretion whether time payments so as to participate in such Airfield MII)reconcile or “true up” amounts actually received or paid with the adjusted budget. The amount of annual amortized project costs Parties intend to be added to limit the Total Domestic Terminal Contribution, Total International Terminal Contribution and Total Local Terminal Contribution, respectively, in any year may not exceed the amounts scheduled to be added in that Term Year in accordance with the proposal approved by a Terminal MII, unless an increase to such amount is subsequently approved by a Terminal MII (each Airline determining in its discretion whether to participate in such Terminal MII). The total amount of annual amortized project costs any additional shared cost adjustments for a year to be added no more than a ten percent (10%) increase to the Total Landing Contributions, Total Domestic Terminal Contributions, Total International Terminal Contributions and Total Local Terminal Contributions, in aggregate in all years, may not exceed the lesser of (A) the total annual amortized costs of the project approved by an Airfield MII and/or Terminal MII, as the case may be, or (B) the total annual amortized costs of the project actually incurred by the Lessee. Notwithstanding the foregoing limitations, with respect to any such excess costs attributable to Force Majeure Events that are not recouped by the Lessee through insurance proceeds or other compensation, the annual amortized amounts thereof may be added to the Landing Contribution, Total Domestic Terminal Contribution, Total International Terminal Contribution and/or Total Local Terminal Contribution consistent with the Additional Shared Cost Budget allocation and schedule of costs for that project previously identified in the project proposal. (B) The Lessee shall provide notice to the Signatory Airlines (through the individual then serving on the Executive Committee on behalf of each Signatory Airline) of any anticipated cost overruns attributable to an approved Capital Project as soon as practicable after the Lessee becomes aware of such cost overruns. The Lessee shall consult the Signatory Airlines as to the best method for addressing additional costs before seeking approval of a cost increase by an Airfield MII and/or Terminal MII in accordance with Section 6.3(c)(v)(A)Local One-Stop Partner.

Cost Overruns. If THERAVANCE anticipates that its quarterly Development Expenses that are subject to reimbursement hereunder may exceed the corresponding portion of the Development Budget for such Calendar Quarter (Aa "Cost Overrun"), then, together with its monthly report set forth in Section 1.07(a)(i) of Exhibit ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ​ F, THERAVANCE will promptly give written notice to MYLAN of the anticipated Cost Overrun, including an explanation for such Cost Overrun. Subject to this Section 4.02(c), MYLAN will reimburse THERAVANCE for Cost Overruns in a given Calendar Quarter; provided that such Cost Overrun does not cause, and is not anticipated to cause, THERAVANCE to exceed the Development Budget for such Calendar Year. If such Cost Overruns exceed the Development Budget for such Calendar Quarter by more than [***] the Parties shall, upon MYLAN's request, meet promptly to discuss the reasons for such Cost Overruns and their impact on the annual Development Budget. The amount Cost Overrun mechanism is implemented as a tool to monitor and effectively manage quarterly variations in Development Expenses for timing differences. It does not provide approval to increase the Development Budget. If THERAVANCE determines that projected costs for Development activities under the Development Plan will exceed the approved Development Budget for a given Calendar Year, then THERAVANCE would need to obtain approval from MYLAN to increase the Development Budget prior to incurring such costs, and the allocation of annual amortized project Development costs in excess of the previously approved Development Budget ("Excess Costs") will be subject to the written agreement of the Parties, not to be added unreasonably withheld. If the Parties fail to the Total Landing Contribution in any year may not exceed the amount scheduled to be added in that Term Year in accordance with the proposal approved by an Airfield MII, unless an increase to such amount is subsequently approved by an Airfield MII (each Airline determining in its discretion whether to participate in such Airfield MII). The amount of annual amortized project costs to be added to the Total Domestic Terminal Contribution, Total International Terminal Contribution and Total Local Terminal Contribution, respectively, in any year may not exceed the amounts scheduled to be added in that Term Year in accordance with the proposal approved by a Terminal MII, unless an increase to such amount is subsequently approved by a Terminal MII (each Airline determining in its discretion whether to participate in such Terminal MII). The total amount of annual amortized project costs to be added to the Total Landing Contributions, Total Domestic Terminal Contributions, Total International Terminal Contributions and Total Local Terminal Contributions, in aggregate in all years, may not exceed the lesser of (A) the total annual amortized costs of the project approved by an Airfield MII and/or Terminal MII, as the case may be, or (B) the total annual amortized costs of the project actually incurred by the Lessee. Notwithstanding the foregoing limitations, agree with respect to the allocation of Excess Costs, the Parties will share any such excess costs attributable to Force Majeure Events that are not recouped by the Lessee through insurance proceeds or other compensation, the annual amortized amounts thereof may be added to the Landing Contribution, Total Domestic Terminal Contribution, Total International Terminal Contribution and/or Total Local Terminal Contribution consistent with the allocation and schedule of costs for that project previously identified in the project proposalExcess Costs equally. (B) The Lessee shall provide notice to the Signatory Airlines (through the individual then serving on the Executive Committee on behalf of each Signatory Airline) of any anticipated cost overruns attributable to an approved Capital Project as soon as practicable after the Lessee becomes aware of such cost overruns. The Lessee shall consult the Signatory Airlines as to the best method for addressing additional costs before seeking approval of a cost increase by an Airfield MII and/or Terminal MII in accordance with Section 6.3(c)(v)(A).