Disputed Calculations Sample Clauses

Disputed Calculations. Paragraph 8 is replaced in its entirety, as follows:
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Disputed Calculations. All reasonable efforts shall be made by the Parties to resolve any disputed computations. Either Party may pursue resolution of a dispute as to computations or imbalances owed hereunder in accordance with the provisions of this Agreement; however, unless the Parties mutually agree otherwise, delivery of the entire imbalance due, including any disputed imbalance, shall be made to the respective Party notwithstanding such dispute resolution. Delivery of the disputed imbalance(s) shall not be deemed a waiver of any rights to recoup any imbalance amount in dispute.
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Disputed Calculations. If Owner, in good faith, disputes any calculation provided by Manager pursuant to SECTION 6, then Owner will provide Manager with written notice of such dispute within ten calendar days after Owner’s receipt of such calculation, with such notice to provide Owner’s calculation of the relevant amount in reasonable detail. The Parties will then promptly and in good faith strive to expeditiously resolve such dispute; provided, however, that any disputed calculations not so resolved within thirty (30) days after the date that Owner has provided notice of the dispute may be submitted by either Party to binding arbitration in accordance with Section 18.2.
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Disputed Calculations. (a) If Pledging Group shall dispute the amount of Performance Assurance requested by Secured Group and such dispute relates to the amount of the Net Exposure claimed by Secured Group, then Pledging Group shall (i) notify Secured Group of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand for Performance Assurance is made by Secured Group, and (ii) provide Performance Assurance to or for the benefit of Secured Group in an amount equal to Pledging Group's own estimate, made in good faith and in a commercially reasonable manner, of its Collateral Requirement. If Secured Group shall dispute the amount of Performance Assurance to be reduced by Secured Group and such dispute relates to the amount of the Net Exposure claimed by Secured Group, then Secured Group shall (i) notify Pledging Group of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand to reduce Performance Assurance is made by Pledging Group, and (ii) effect the reduction of Performance Assurance to or for the benefit of Pledging Group in an amount equal to Secured Group's own estimate, made in good faith and in a commercially reasonable manner, of Pledging Group's Collateral.
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Disputed Calculations. In the event that there is a disagreement between District and Consultant with respect to any of the calculations referred to in Section 3.5, above, then Consultant shall, without waiving its rights to assert a claim for any disputed portion, revise and resubmit the Invoice for Payment to reflect such percentages as determined by District, in the exercise of its good faith judgment, to be appropriate.
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Disputed Calculations. (a) If any Party disputes the amount of Performance Assurance requested (and/or the amount of Performance Assurance to be returned) and such dispute relates to the amount of the Collateral Requirements, such objecting Party shall (i) notify the Party that made such calculation of the existence and nature of the dispute not later than the 5:00 p.m. at the place of delivery on the second Business Day following the date that notice of such calculation has been made by the Calculating Party, (ii) provide the Calculating Party with the disputing Party's own calculation, made in good faith and in a commercially reasonable manner, of such amount; and (iii) if any payment, provision of Performance Assurance, or other action is required to be taken with respect to such amount, the disputing Party or the Calculating Party, as applicable shall take such action with respect to the undisputed portion of such amount. Notwithstanding the foregoing sentence, in no event shall a disputing Party be entitled to forestall a Secured Party from holding and realizing against Performance Assurance held by it or on its behalf in the event of a Default by the Pledging Party, in which event, Secured Party shall be entitled to act with respect to the entire Final Settlement Amount reasonably calculated by it in good faith, and such dispute shall be subject to resolution as set forth below.
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Disputed Calculations. If the Pledging Party in good faith disputes the Secured Party's calculation of the Performance Assurance amount, it will notify the Secured Party in writing not later than the close of business on the Local Business Day following the date demand is made and the Pledging Party shall deliver to the Secured Party the undisputed portion of the Performance Assurance amount requested within the time period set forth in Section 2.3. Regarding the disputed portion of the Performance Assurance amount originally requested, the Parties agree to negotiate in good faith for a period not to exceed four (4) Local Business Days after the Local Business Day in which such original request is made to determine the amount of additional Performance Assurance the Pledging Party shall be required to deliver. By the close of business on such fourth Local Business Day, the Pledging Party will deliver to the Secured Party the disputed portion of the Performance Assurance amount in the amount as agreed by the Parties. If the Parties are unable to agree, then the Pledging Party will deliver to the Secured Party the disputed portion of the Performance Assurance amount in the amount originally requested or any lesser amount then requested by the Secured Party. If following the four Local Business Day negotiating period the Parties cannot agree, each Party shall choose and contract for a Qualified Consultant to calculate the Exposure Amount and notify both Parties of the resulting amount within eighteen (18) Local Business Days from the last day of the four Local Business Day negotiating period. The Exposure Amount shall be calculated independently by each Qualified Consultant. The average of the two resulting amounts provided by the Qualified Consultants shall be deemed to be the Exposure Amount. If the Pledging Party provided Performance Assurance in excess of that required as a result of the calculation of the Qualified Consultants, then the Secured Party shall return the excess Performance Assurance to the Pledging Party in accordance with Section 2.5. The Party whose calculation of the Exposure Amount as of the end of the four Local Business Day negotiating period differs the most from the average of the calculations performed by the Qualified Consultants as described above shall be responsible for the reasonable cost of both Qualified Consultants.
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Disputed Calculations. 24 8.5 Availability of Information..................................................................24 8.6 Binding Determination; Expenses..............................................................24 8.7 Settlement...................................................................................24 8.8 Content of Notices...........................................................................25
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Disputed Calculations. If the Reinsurer gives notice of a dispute to the Company pursuant to Section 8.3, and if the Reinsurer or its designated representative and the Company are unable to agree upon such disputed calculation within 30 days after the Reinsurer has given notice of such dispute, such dispute shall be determined by an Independent Accountant; provided, however, that the Reinsurer may defer submission of such a dispute to the Independent Accountant pending the completion of an audit pursuant to Section 8.2. For the avoidance of doubt, such a dispute may relate only to such calculations, and shall not relate to the accuracy or actuarial certainty of Reserves.
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Related to Disputed Calculations

  • Disputed Amounts 28.1.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Non-Paying Party”) shall, prior to the Xxxx Due Date, give written notice to the Billing Party of the amounts it disputes (“Disputed Amounts”) and include in such written notice the specific details and reasons for disputing each item; provided, however, a failure to provide such notice by that date shall not preclude a Party from subsequently challenging billed charges provided that such charges were paid. The Non-Paying Party shall pay when due all undisputed amounts to the Billing Party. Notwithstanding the foregoing, except as provided in Section 28.2, a Party shall be entitled to dispute only those charges for which the Date was within the immediately preceding eighteen (18) months of the date on which the other Party received notice of such Disputed Amounts.

  • Calculation Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.

  • Disputed Payments If either Party, in good faith, disputes the accuracy of an invoice from the other hereunder, the disputing Party shall provide to the other Party an explanation of the basis for the dispute and shall pay to the other Party the portion of the invoice not in dispute by the due date (but shall not be required to pay the disputed portion). For the avoidance of doubt, a Party may dispute the accuracy of an invoice from the other hereunder after payment has been made in respect of such invoice. Any amount disputed by a Party pursuant to this Section 11.4 that is later conclusively determined (whether by agreement of the Parties or a final, non-appealable determination of a Governmental Authority with jurisdiction) to be properly due and payable shall be paid to the Party owed payment on or before ten (10) Days after such determination, together with interest accrued at the Interest Rate from the first Day following the date on which payment would have been made if not disputed to but excluding the date payment is made.

  • Pro Forma Calculations For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

  • Interest Calculations Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

  • Calculations All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

  • Adjustments; Set-off; Calculations; Computations (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Subsection 9.1(f), or otherwise (except pursuant to Subsection 2.8, 2.9, 2.10, 2.11, 4.4, 4.5(b), 4.9, 4.10, 4.11, 4.12, 4.13(d), 11.1(g) or 11.6)), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans owing to it, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in such portion of each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

  • Disputed Charges GP MAY, WITHIN 90 DAYS AFTER RECEIPT OF A CHARGE FROM CVR, TAKE WRITTEN EXCEPTION TO SUCH CHARGE, ON THE GROUND THAT THE SAME WAS NOT A REASONABLE COST INCURRED BY CVR OR ITS AFFILIATES IN CONNECTION WITH THE SERVICES. GP SHALL NEVERTHELESS PAY OR CAUSE MLP OR FERTILIZER TO PAY IN FULL WHEN DUE THE FULL PAYMENT AMOUNT OWED TO CVR. SUCH PAYMENT SHALL NOT BE DEEMED A WAIVER OF THE RIGHT OF THE SERVICES RECIPIENT TO RECOUP ANY CONTESTED PORTION OF ANY AMOUNT SO PAID. HOWEVER, IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE A REASONABLE COST INCURRED BY CVR OR ITS AFFILIATES IN CONNECTION WITH ITS PROVIDING THE SERVICES HEREUNDER, SUCH AMOUNT OR PORTION THEREOF (AS THE CASE MAY BE) SHALL BE REFUNDED BY CVR TO THE SERVICES RECIPIENTS TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE DURING THE PERIOD FROM THE DATE OF PAYMENT BY THE SERVICES RECIPIENTS TO THE DATE OF REFUND BY CVR.

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