Common use of Disputed Amounts Clause in Contracts

Disputed Amounts. If the Authority disputes the Contractor's entitlement to any part of the amount claimed by the Contractor pursuant to this clause 28 (Payment Provisions), the provisions of this clause 28.5 (Disputed Amounts) shall apply. The Authority shall notify the Contractor in writing within ten (10) Business Days after receipt by the Authority of the relevant invoice and supporting information of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) which the Authority (acting in good faith) disputes (a "Disputed Amount") and submit to the Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over-payment was made until that amount has been paid in full and whether before or after judgment.

Disputed Amounts. If the Authority disputes the Contractor's entitlement to any part of the amount claimed by the Contractor pursuant to this clause 28 37.2 (Report and Invoice) in respect of any Payment Provisions), Period the provisions of this clause 28.5 (Disputed Amounts) 37.5 shall apply. The Authority shall notify the Contractor in writing within ten (10) Business Days after of receipt by the Authority of the relevant invoice and supporting information report of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) which the Authority (acting in good faith) disputes (a "Disputed Amount") and submit to the Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amounts. Response to Authority Notice Within ten five (105) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 37.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 37.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, Contractor together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over-payment was made until that amount has been paid in full and whether before or after judgment. Dispute If the Contractor responds (pursuant to clause 37.6 (Response to Authority Notice)) that it does not agree with all or any of the statements made in any notice served by the Authority pursuant to clause 37.5.2 (Disputed Amounts), the matter or matters in question shall be determined under the Dispute Resolution Procedure.

Disputed Amounts. If the Authority disputes the Contractor's entitlement to any part of the amount claimed by the Contractor pursuant to this clause 28 (Payment Provisions), the provisions of this clause 28.5 (Disputed Amounts) shall apply. The Authority shall notify the Contractor in writing within ten (10) Business Days after receipt by the Authority of the relevant invoice and supporting information of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) which the Authority (acting in good faith) disputes (a "Disputed Amount") and submit to the Contractor such supporting evidence as the Authority may have. 35.5.1 The Authority may withhold payment of any amount it believes the Contractor is not entitled to pursuant to this Agreement ("Disputed Amount Amount") pending agreement or determination of the Contractor's ’s entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amountsamounts on or before the Relevant Day. The Authority shall act in good faith when exercising its rights under this Clause 35.5. 35.5.2 Within ten (10) Business Working Days following receipt by the Contractor Contractor's Representative of any notice Notice served by the Authority Authority's Representative pursuant to clause 28.5.2 (Disputed Amounts)Clause 35.3, the Contractor Contractor's Representative shall respond by notifying Notifying the Authority Authority's Representative as to whether or not it agrees with the statements made in that noticenotice and the grounds for such agreement or disagreement. If the Contractor indicates that it does agree, or if the Contractor Contractor's Representative fails to make such a response within that time limit, the Authority shall be entitled: : (a) to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 Clause 35.5.1; and (Disputed Amounts); and b) to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, Contractor together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over-over- payment was made until that amount has been paid in full and whether before or after judgment. 35.5.3 If the Contractor's Representative responds pursuant to Clause 35.5.2 that it does not agree with all or any of the statements made in any notice served by the Authority pursuant to Clause 35.3, the matter or matters in question shall be determined under the Dispute Resolution Procedure. 35.5.4 If the determination of any Dispute shows that: (a) the Authority has withheld any amount which the Contractor was entitled to be paid; or (b) the Contractor has claimed under Clause 35.2 any amount which it was not entitled to be paid, the Authority shall pay such amount to the Contractor or the Contractor shall repay such amount to the Authority with interest in each case on that amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which payment should have been made (in the case of failure to pay by the Authority) or from the date on which over payment was made (in the case of excessive claims by the Contractor) until all relevant monies have been paid in full and whether before or after judgment.

Disputed Amounts. 22.6.1 If the Authority disputes the Contractor's Operator’s entitlement to any part of the amount claimed by the Contractor Operator pursuant to this clause 28 22.4 (Payment Provisions), Invoice) in respect of any Contract Month the provisions of this clause 28.5 22.6 (Disputed Amounts) shall apply. . 22.6.2 The Authority shall notify the Contractor Operator in writing within ten five (105) Business Days after of receipt by the Authority of the relevant invoice and supporting information report of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) which the Authority (acting in good faith) disputes (a "“Disputed Amount"”) and submit to the Contractor Operator such supporting evidence as the Authority may have. . 22.6.3 Where the Authority serves a notice pursuant to clause 22.6.2 the Operator shall, within three (3) Business Days of receipt of the Authority’s notice, submit to the Authority an invoice for the undisputed element of the relevant invoice and for any VAT payable to the Authority in respect of that amount (the “Undisputed Invoice”). 22.6.4 The Authority shall pay the amount stated in the Undisputed Invoice submitted in accordance with clause 22.6.3 by the later of seven (7) Business Days of its receipt and the date when the invoice would fall to be paid had it not been disputed. 22.6.5 The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's Operator’s entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amounts. Within ten . 22.6.6 Any report, notice or invoice pursuant to this clause 22 shall be deemed to have been received two (102) Business Days following receipt by the Contractor after date of any notice served by the Authority pursuant to clause 28.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over-payment was made until that amount has been paid in full and whether before or after judgmentissue unless actually received earlier.

Disputed Amounts. If (a) Where any Disputed Amount is retained from any final payment pursuant to Section 2.8(f), FID shall so notify the Authority disputes Seller in writing, and shall pay such Disputed Amount into a separate bank account in the Contractor's entitlement joint names of the Seller and FID until the relevant claim has been Determined and during such period, neither party shall be entitled to withdraw, or allow any third party to withdraw, the Disputed Amount from such account, or otherwise establish or permit any charge, lien or other right or encumbrance of any third party over such account. (b) Any Disputed Amount shall be paid to the account of the Seller designated pursuant to Section 2.1(b)(i) or retained by FID, in each case as may be Determined, promptly after the claim to which the Disputed Amount relates has been Determined together with all interest accrued in the joint account on the amount so paid. (c) The provisions set forth in Section 9.2 shall apply to any part claim to which a Disputed Amount relates and accordingly any Disputed Amount shall be released to the Seller if legal proceedings are not initiated in respect of it by FID or LEC within 9 months of the amount claimed by the Contractor pursuant to this clause 28 (Payment Provisions), the provisions of this clause 28.5 (Disputed Amounts) shall apply. The Authority shall notify the Contractor in writing within ten (10) Business Days after receipt by the Authority delivery of the relevant invoice and supporting information of that part of the amount Claim Notice or Indemnification Demand. (insofar as at the time of such notice the Authority is reasonably able to quantify itd) which the Authority (acting in good faith) disputes (a "Disputed Amount") and submit to the Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's entitlement in relation to the Disputed Amount but shall pay If on the due date any undisputed amounts. Within ten (10) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which any Remeasure Payment is paid to the over-payment was made until Seller, legal proceedings have not been issued in relation to a claim to which a Disputed Amount relates, FID or LEC shall provide to the Seller a written opinion from counsel (of at least ten year’s calling), indicating that amount the claim to which the Disputed Amount relates is bona fide and has been a reasonable prospect of success, failing which such Disputed Amount may not be deducted from the Remeasure Payment and shall be paid in full and whether before or after judgmentto the Seller.

Disputed Amounts. If After Buyer receives the Authority disputes Objection Notice, Buyer and Seller shall use commercially reasonable efforts to resolve their disagreements about the ContractorDisputed Amounts. Notwithstanding anything to the contrary in this Section 1.5(c), if Buyer and Seller have not resolved all their disagreements regarding the Disputed Amounts by the 15th day after Buyer's entitlement to any part receipt of the amount claimed by the Contractor Objection Notice, then either Buyer or Seller may submit such disagreements to resolution pursuant to this clause 28 Section 1.5(f) and Buyer's obligation to pay the Second Payment shall be suspended until the Disputed Amounts are finally resolved either by agreement between Buyer and Seller or by arbitration pursuant to Section 1.5(f); provided, however, that if the aggregate amount of the Adjustments (Payment Provisionsas set forth in the Adjustment Notice) is less than $1,000,000, then Buyer shall pay to Seller an amount equal to (x) $1,000,000 minus (y) the aggregate amount of the Adjustments (as set forth in the Adjustment Notice), the provisions of this clause 28.5 (Disputed Amounts) shall apply. The Authority shall notify the Contractor in writing within ten (10) Business Days after receipt by the Authority partial payment of the relevant invoice and supporting information of that part Second Payment not later than the 5th day after Buyer's receipt of the amount Objection Notice; provided, further, that such payment shall be credited against Buyer's obligation to pay the Second Payment when the disagreements regarding the Disputed Amounts finally are resolved and the remainder of the Second Payment (insofar as at the time of such notice the Authority if any) is reasonably able to quantify it) which the Authority (acting paid. Notwithstanding anything in good faith) disputes (a "Disputed Amount") and submit this Agreement to the Contractor such supporting evidence as contrary, the Authority arbitrator may have. The Authority may withhold payment not in any arbitration of any Disputed Amount pending agreement or determination of the Contractor's entitlement in relation to disagreement over the Disputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in Amounts determine that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such Adjustments shall be less than the excess of the aggregate amount at of the Prescribed Rate calculated on a daily basis and compounded quarterly from Adjustments (as set forth in the date on which Adjustment Notice) over the over-payment was made until that aggregate amount has been paid of the Disputed Amounts (as set forth in full and whether before or after judgmentthe Objection Notice).

Disputed Amounts. If the Authority disputes the Contractor's entitlement ALERE shall be permitted to withhold payment of any part of the amount claimed amounts, invoiced to or otherwise payable by the Contractor ALERE pursuant to this clause 28 Agreement that ALERE, in good faith, disputes or contests (Payment Provisions"Disputed Amounts"), either by deducting the provisions Disputed Amount from ALERE's payment on such invoice or payment due or by recouping the Disputed Amount against future Service Fees or other amounts owing for Services furnished or arranged by Subcontractor pursuant to this Agreement. However, Dispute Amounts may only be withheld and deducted by ALERE to the extent that the aggregate amounts so withheld do not at any time exceed twenty-five percent (25%) of the total annual aggregate compensation payable to Subcontractor pursuant to this clause 28.5 Agreement (Disputed Amountsif ALERE wishes to dispute a greater amount, it shall pay the disputed invoices and refer the matter to arbitration hereunder) shall applyand ALERE has delivered to Subcontractor written notice (a "Payment Dispute Notice") setting forth a detailed explanation of the factual basis for the dispute. The Authority shall notify the Contractor in writing To contest any such withheld, offset or recouped amounts, Subcontractor shall, within ten (10) Business Days after business days following receipt by the Authority of the relevant invoice and supporting information of that part Payment Dispute Notice, provide the ALERE Representative with a detailed written explanation of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) factual basis upon which the Authority (acting Subcontractor, in good faith) disputes (a "Disputed Amount") , contests the Payment Dispute Notice. Thereafter, the Parties shall negotiate in good faith to resolve all issues raised by the Payment Dispute Notice. In the event that ALERE and submit Subcontractor are unable to resolve the Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amounts. Within dispute within ten (10) Business Days business days following receipt by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which of Subcontractor's response, either Party may proceed to arbitration as provided herein. Subcontractor acknowledges that all recoupment, withhold and offset rights authorized by this Agreement shall be deemed to be and to constitute rights of recoupment authorized in state or federal law or in equity to the over-payment was made until maximum extent possible under law or in equity and that amount has been paid in full and whether before such rights shall not be subject to any requirement or after judgmentprior or other approval from any court or other Government Authority that may now or hereafter have jurisdiction over ALERE or Subcontractor.

Disputed Amounts. If the Authority disputes the Contractor's ’s entitlement to any part of the amount claimed by the Contractor pursuant to this clause 28 44 (Payment Provisions), the provisions of this clause 28.5 44.5 (Disputed Amounts) shall apply. The Authority shall notify the Contractor in writing within ten (10) Business Days after receipt by the Authority of the relevant invoice and supporting information of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) which the Authority (acting in good faith) disputes (a "“Disputed Amount"”) and submit to the Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's ’s entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 44.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 44.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over-payment was made until that amount has been paid in full and whether before or after judgment.

Disputed Amounts. If In the Authority disputes event a Milestone has not been completed in accordance with the Contractor's entitlement to any part of the amount claimed by the Contractor pursuant to this clause 28 (Payment Provisions), the provisions requirements of this clause 28.5 (Disputed Amounts) Contract, including the Statement of Work, Purchaser shall apply. The Authority shall so notify the Contractor in writing within ten [***…***] days after the conditions in Article 5.1.2(i) and (10ii) Business Days have been met, and within [***…***] days thereafter provide in reasonable detail the Contract requirements associated with the applicable Milestone that have not been met. Upon correction of the noted discrepancy or discrepancies and completion of the Milestone in accordance with the Contract requirements, payment shall be made as follows: (i) if correction is made within the period of [***…***] days after the date of receipt by the Authority Purchaser of the relevant invoice, then payment shall be made at the end of such [***…***] day period; or (ii) (ii) if correction is not made within the period of [***…***] days after the date of receipt by Purchaser of the invoice, then Contractor shall resubmit the invoice and supporting information payment shall be made within [***…***] days after the date of that part receipt by Purchaser of the invoice. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Failure to pay any amount (insofar as at the time of such notice the Authority is reasonably able subject to quantify it) which the Authority (acting in a reasonable good faith) disputes (faith dispute shall not constitute a "Disputed Amount") and submit to the Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) Business Days following receipt material breach under this Contract until resolved by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over-payment was made until that amount has been paid in full and whether before or after judgmentParties.

Disputed Amounts. If the Authority disputes the Contractor's ’s entitlement to any part of the amount claimed by the Contractor pursuant to this clause 28 23 (Payment Provisions), the provisions of this clause 28.5 23.6 (Disputed Amounts) shall apply. The Authority shall notify the Contractor in writing within ten (10) Business Days after receipt by the Authority of the relevant invoice and supporting information of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) which the Authority (acting in good faith) disputes (a "“Disputed Amount"”) and submit to the Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's ’s entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 23.6.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 23.6.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over-payment was made until that amount has been paid in full and whether before or after judgment. If the Contractor responds (pursuant to clause 23.7 (Response to Authority Notice)) that it does not agree with all or any of the statements made in any notice served by the Authority pursuant to clause 23.7.2 (Disputed Amounts), the matter or matters in question shall be determined under the Dispute Resolution Procedure.

Disputed Amounts. The Client shall not have any right to dispute (or withhold payment with respect to) the Base Charge or any Provider Key Personnel Charge other than a Provider Key Personnel Charge described in the last sentence of Section 4.7 that the Client has not agreed to. If the Authority Client in good faith disputes the Contractor's entitlement to any part of the amount claimed by remaining Charges that the Contractor pursuant Client has a right to this clause 28 (Payment Provisions)dispute, then the provisions of this clause 28.5 (Disputed Amounts) shall apply. The Authority shall notify the Contractor in writing within ten (10) Business Days after receipt by the Authority Client may withhold from its payment of the relevant invoice and supporting information the amount of that part the disputed Charge but not to exceed the lesser of (i) the amount of the disputed Charge or (ii) ten percent (10%) of the amount of the relevant invoice (insofar as excluding the Base Charge, any Provider Key Personnel Charge that the Client has no right to dispute and any Transfer Taxes). If Client withholds any payment pursuant to this Section 4.2(c), Client shall notify Provider in writing by the payment due date of the basis for such withholding and the parties shall resolve the Dispute pursuant to Article 13. Regardless of any disputed amount, Client shall remit to Provider in accordance with this Section 4.2(c) the invoiced amount minus the amount properly withheld pursuant to the second sentence of this Section 4.2(c). If, pursuant to the Dispute resolution process, it is determined that Client must pay such withheld amounts, or some portion thereof, then in accordance with such Dispute resolution Client shall pay to Provider such withheld amounts or such portion thereof, plus interest accrued on such withheld amounts at the time rate set forth in Section 4.2(b) from the date such withheld amount was first due but for Client's dispute. The parties acknowledge and agree that a fundamental premise of this Agreement is that Provider has undertaken expenditures in connection with its provision of the Services and requires payment of amounts due Provider in order to meet such notice expenditures. Accordingly, Client may not set off against any amounts due Provider hereunder any amounts which Client believes are owed by Provider to Client. If the Authority is reasonably able to quantify it) which Provider has overcharged the Authority Client under this Agreement and the Client has paid such overcharge (acting in good faith) disputes (a the "Disputed AmountOver Payment") and submit it is later determined pursuant to the Contractor Dispute resolution process, that such supporting evidence as an Overpayment has occurred, then the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination Provider shall, in addition to the return of the Contractor's entitlement in relation to the Disputed Amount but shall Overpayment, also pay interest accrued on the due date any undisputed amounts. Within ten (10) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such amount Overpayment at the Prescribed Rate calculated on a daily basis and compounded quarterly rate set forth in Section 4.2(b) from the date on which the over-payment was Provider first made until that amount has been paid demand in full and whether before or after judgmentwriting for the return of the Overpayment.

Disputed Amounts. (a) If the Authority District disputes the Contractor's entitlement to any part of the portion or amount claimed set forth in an invoice submitted by the Contractor Construction Manager, the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required pursuant to this clause 28 CM Agreement. (b) The District shall provide a Notice of Payment ProvisionsDispute to the Construction Manager not later than whichever of the following is applicable: (i) fourteen days after receipt of the invoice that includes the disputed amount(s); (ii) fourteen days after receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) of Section 6.6; or (iii) failure of the Construction Manager to provide information or documentation relating to the disputed amount(s) requested by the District pursuant to Subsection (b) of Section 6.6 prior to the expiration of the maximum fourteen-day period specified therein for providing such information or documentation. (c) Not later than ten days after receipt of any Notice of Payment Dispute, the provisions of this clause 28.5 (Disputed Amounts) Construction Manager shall apply. The Authority shall notify the Contractor in writing within ten (10) Business Days after receipt by the Authority of the relevant invoice and supporting information of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) which the Authority (acting in good faith) disputes (a "Disputed Amount") and submit provide to the Contractor such supporting evidence District any justification of a disputed amount as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's entitlement in relation Construction Manager desires to the Disputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that noticesubmit. If the Contractor indicates that it Construction Manager does agree, or if the Contractor fails to make not submit any justification of a disputed amount within such a response within that time limitten-day period, the Authority Construction Manager shall be entitled: deemed to retain on have withdrawn its request for such amount and it shall be deemed to be deleted from the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a permanent basis any amounts withheld disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of District’s continuing objection. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to clause 28.5.3 (Disputed Amounts); this CM Agreement and applicable law, but the District shall not be required to reclaim from pay the Contractor disputed amount prior to resolution of the amount dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any over-payment which may have been made extension of time available to the ContractorDistrict pursuant to Section 6.6 herein. Notwithstanding the existence of, together with interest on and pending resolution of, any such amount at claim, disagreement or dispute between the Prescribed Rate calculated on a daily basis Parties in regard to any disputed amount, the Construction Manager shall continue to provide and compounded quarterly from perform the date on which the over-payment was made until that amount has been paid in full and whether before or after judgmentCM Services required pursuant to this CM Agreement.

Disputed Amounts. If the Authority disputes the Contractor's entitlement Any Invoice submitted by ATS shall be final as to any part Customer unless Customer shall have notified ATS in writing (a “Notice of Disagreement”) within ninety (90) days of the Invoice date of a disagreement with respect to all or a portion of any Invoice. Such Notice of Disagreement shall specify the dollar amount claimed of the disagreement (the “Disputed Amount”) and identify in reasonable detail the basis of Customer’s good faith determination that the invoice amount is incorrect. Customer shall pay when due all amounts other than Disputed Amounts. Following receipt by ATS of a Notice of Disagreement, ATS and Customer shall use good faith efforts to resolve such Disputed Amounts. If ATS and Customer are unable to satisfactorily resolve such Disputed Amounts within thirty (30) days of ATS’ receipt of the Contractor pursuant to Notice of Disagreement, the Disputed Amount shall be settled by arbitration in Honolulu, Hawaii, in accordance with the rules then prevailing of the American Arbitration Association for Commercial Disputes; provided, however, that (i) in the event of any conflict between this clause 28 (Payment Provisions)and any other provision of this Agreement and such rules, the provisions of this clause 28.5 Agreement shall prevail, and (Disputed Amountsii) any claim must be presented for arbitration within six (6) months of the date upon which the aggrieved Party became aware of, or should have become aware of, the alleged claim. Failure to assert a claim within six (6) months shall applyforever bar assertion of the claim. The Authority shall notify the Contractor in writing within ten (10) Business Days after receipt by the Authority of the relevant invoice and supporting information of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) which the Authority (acting in good faith) disputes (a "Disputed Amount") and submit to the Contractor such supporting evidence as the Authority may have. The Authority may withhold payment results of any Disputed Amount pending agreement or determination of the Contractor's entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority arbitration shall be entitled: to retain on a permanent basis final and binding upon the Parties and judgment thereon may be entered in any amounts withheld pursuant to clause 28.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over-payment was made until that amount has been paid in full and whether before or after judgment.Hawaii court

Disputed Amounts. If In the Authority disputes event a Milestone has not been completed in accordance with the Contractor's entitlement to any part of the amount claimed by the Contractor pursuant to this clause 28 (Payment Provisions), the provisions requirements of this clause 28.5 (Disputed Amounts) Contract, including the Statement of Work, Purchaser shall apply. The Authority shall so notify the Contractor in writing within ten [***…***] days after the conditions in Article 5.1.2(i) and (10ii) Business Days have been met, and within [***…***] days thereafter provide in reasonable detail the Contract requirements associated with the applicable Milestone that have not been met. Upon correction of the noted discrepancy or discrepancies and completion of the Milestone in accordance with the Contract requirements, payment shall be made as follows: (i) if correction is made within the period of [***…***] days after the date of receipt by the Authority Purchaser of the relevant invoice, then payment shall be made at the end of such [***…***] day period; or (ii) if correction is not made within the period of [***…***] days after the date of receipt by Purchaser of the invoice, then Contractor shall re-submit the invoice and supporting information payment shall be made within [***…***] days after the date of that part receipt by Purchaser of the invoice. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***...***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Failure to pay any amount (insofar as at the time of such notice the Authority is reasonably able subject to quantify it) which the Authority (acting in a reasonable good faith) disputes (faith dispute shall not constitute a "Disputed Amount") and submit to the Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) Business Days following receipt material breach under this Contract until resolved by the Contractor of any notice served by the Authority pursuant to clause 28.5.2 (Disputed Amounts), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice. If the Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over-payment was made until that amount has been paid in full and whether before or after judgmentParties.