Differential Adjustments Clause Samples
The Differential Adjustments clause establishes a mechanism for modifying payments, obligations, or terms based on specific differences or changes in circumstances. In practice, this clause may apply when there are variations in costs, quantities, or performance metrics, allowing for adjustments to be made to the contract value or deliverables accordingly. Its core function is to ensure fairness and accuracy by aligning contractual outcomes with actual conditions, thereby preventing disputes over unforeseen changes or discrepancies.
Differential Adjustments. (a) Pursuant to the procedures set forth in Schedule K hereto, ▇▇▇▇ shall determine for each month during the term hereof whether any adjustment to the Crude Differential is required. Promptly after ▇▇▇▇ has completed such calculation, it shall advise the Company in writing as to whether any Crude Differential adjustment is appropriate and if so the amount of such Crude Differential adjustments. Any such adjusted Crude Differential shall become applicable commencing with the month immediately following the month with respect to which such determination was made.
(b) Promptly following each Differential Adjustment Month, ▇▇▇▇ shall review the realized sales data for such Differential Adjustment Month and calculate whether, based on such data, an adjustment to any of the Product Differentials is appropriate (or, in the case of an Interim Differential Adjustment Month, the Product Differentials identified by whichever Party provides notification thereof); provided that, if ▇▇▇▇ determines in its reasonable judgment that the data for such Differential Adjustment Month do not provide a representative basis for such determination (due to anomalies, distortions or other factors identified by ▇▇▇▇), then ▇▇▇▇ may, at its election, make such calculation based on data for the three calendar month period preceding the Differential Adjustment Month. Promptly after ▇▇▇▇ has completed such calculation, it shall advise the Company in writing as to whether any Product Differential adjustments are appropriate and if so the amounts of such Product Differential adjustments. Any such adjusted Product Differentials shall become applicable commencing with the month immediately following such Differential Adjustment Month.
(c) For any month for which a Crude Differential adjustment is to be made pursuant to Section 7.4(a) or for any Differential Adjustment Month for which any Product Differential adjustments are to be made pursuant to Section 7.4(b), ▇▇▇▇ shall determine either the Product Differential Adjustment Settlement Amount or the Crude Differential Adjustment Settlement Amount and such amount shall be included in the Total Monthly Crude True-Up Amount (in the case of a Crude Differential Adjustment) or Aggregate Monthly Product True-Up Amount (in the case of a Product Differential Adjustment) that is incorporated into the Monthly True-Up Payment for such month or Differential Adjustment Month; provided that, in the case of an Interim Differential Adjustment Month, such d...
Differential Adjustments. Promptly following each Differential Adjustment Month, Macquarie shall review the data for such Differential Adjustment Month and calculate whether, based on such data, an adjustment to any of the Permitted Feedstock or Renewable Product Differentials is appropriate; provided that, if Macquarie or the Company determines in its reasonable judgment that the data for such Differential Adjustment Month do not provide a representative basis for such determination (due to anomalies, distortions or other factors identified by Macquarie), such Party shall propose an adjusted Permitted Feedstock or Renewable Product Differentials. In the event the Parties mutually agree to the proposed adjusted Permitted Feedstock or Renewable Product Differentials, the same shall become applicable commencing with the month immediately following such Differential Adjustment Month; provided, however, that in the event no such mutual agreement is made, the Permitted Feedstock or Renewable Product Differentials set forth on Schedule B will continue to apply. The Permitted Feedstock or Renewable Product Differentials shall be updated as set forth on Schedule B on the first (1st) Business Day of the Differential Adjustment Month, unless otherwise mutually agreed to by the Parties.
Differential Adjustments. Promptly following each Differential Adjustment Month, Macquarie shall review the data for such Differential Adjustment Month and calculate whether, based on such data, an adjustment to any of the Crude Oil or Product Differentials is appropriate; provided that, if Macquarie or Fuels or LW determines in its reasonable judgment that the data for such Differential Adjustment Month do not provide a representative basis for such determination (due to anomalies, distortions or other factors identified by Macquarie), such Party shall propose an adjusted Crude Oil or Product Differentials. In the event the Parties mutually agree to the proposed adjusted Crude Oil or Product Differentials, the same shall become applicable commencing with the month immediately following such Differential Adjustment Month; provided, however, that in the event no such mutual agreement is made, the Crude Oil or Product Differentials set forth on Schedule B shall be adjusted in accordance with the methodology outlined on Schedule B. The Crude Oil or Product Differentials shall be updated as set forth on Schedule B on the first (1st) Business Day of the Differential Adjustment Month, unless otherwise mutually agreed to by the Parties.
Differential Adjustments