Common use of Disputed Charges Clause in Contracts

Disputed Charges. (a) The General Partner may, within 120 days after receipt of an invoice from New Source Energy, take written exception to any charge on the ground that the same was not a reasonable cost or expense incurred by New Source Energy in connection with the provision of Services. The General Partner shall nevertheless pay New Source Energy in full when due the invoiced amount. Such payment shall not be deemed a waiver of the right of the General Partner 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 or expense incurred by New Source Energy in connection with the provision of Services, such amount or portion thereof (as the case may be) shall be refunded by New Source Energy to the General Partner together with interest thereon at the lesser of (i) the prime rate per annum established by the administrative agent under the revolving credit agreement of the MLP, as in effect on the date of payment by the General Partner in respect of such contested invoice or (ii) the maximum lawful rate during the period from the date of payment by the General Partner to the date of refund by New Source Energy. (b) If, within 20 days after receipt of any written exception pursuant to Section 5.4(a), the General Partner and New Source Energy have been unable to resolve any dispute, and if (i) such dispute relates to whether amounts were properly charged or Services actually performed and (ii) the aggregate amount in dispute exceeds $100,000, either of the General Partner or New Source Energy may submit the dispute to an independent third party auditing firm that is mutually agreeable to the MLP Group, on the one hand, and New Source Energy, on the other hand. The Parties shall cooperate with such auditing firm and shall provide such auditing firm access to such books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution by such auditing firm shall be final and binding on the Parties.

Disputed Charges. (a) The General Partner may, within 120 days after receipt of an invoice from New Source Energythe Services Provider, take written exception to any charge charge, on the ground that the same was not (i) a reasonable cost or expense incurred by New Source Energy the Services Provider in connection with the provision of ServicesServices or (ii) that such cost or expense was not properly allocated to the MLP Group. The General Partner shall nevertheless pay New Source Energy the Services Provider in full when due the invoiced amount. Such payment shall not be deemed a waiver of the right of the General Partner 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 that such cost or expense was reasonably incurred by New Source Energy in connection with the provision of Servicesor properly allocated, such amount or portion thereof (as the case may be) shall be refunded by New Source Energy the Services Provider to the General Partner general partner together with interest thereon at the lesser of (i) the prime rate per annum established by the administrative agent under the revolving credit agreement of the MLP, as in effect on the date of payment by the General Partner in respect of such contested invoice or (ii) the maximum lawful rate during the period from the date of payment by the General Partner to the date of refund by New Source EnergyDefault Rate. (b) If, within 20 days after receipt of any written exception pursuant to Section 5.4(a4.3(a), the General Partner and New Source Energy the Services Provider have been unable to resolve any dispute, and if (i) such dispute relates to whether amounts were properly charged or Services actually performed and (ii) the aggregate amount in dispute exceeds $100,000, either of the General Partner or New Source Energy the Services Provider may submit the dispute to an independent third party regionally or nationally-recognized auditing firm that is mutually agreeable to the MLP Group, on the one hand, and New Source Energythe Services Provider, on the other hand. The Parties shall cooperate with such auditing firm and shall provide such auditing firm access to such books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution by such auditing firm shall be final and binding on the Parties.

Disputed Charges. (a) The General Partner may, within 120 days after receipt of an invoice from New Source EnergyMRD, take written exception to any charge on the ground that the same was not a reasonable cost or expense incurred by New Source Energy MRD in connection with the provision of Services. The General Partner shall nevertheless pay New Source Energy MRD in full when due the invoiced amount. Such payment shall not be deemed a waiver of the right of the General Partner 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 or expense incurred by New Source Energy MRD in connection with the provision of Services, such amount or portion thereof (as the case may be) shall be refunded by New Source Energy MRD to the General Partner together with interest thereon at the lesser of (i) the prime rate per annum established by the administrative agent under the revolving credit agreement of the MLPMLP or the OLLC, as applicable, as in effect on the date of payment by the General Partner in respect of such contested invoice or (ii) the maximum lawful rate during the period from the date of payment by the General Partner to the date of refund by New Source EnergyMRD. (b) If, within 20 days after receipt of any written exception pursuant to Section 5.4(a), the General Partner and New Source Energy MRD have been unable to resolve any dispute, and if (i) such dispute relates to whether amounts were properly charged or Services actually performed and (ii) the aggregate amount in dispute exceeds $100,000, either of the General Partner or New Source Energy MRD may submit the dispute to an independent third party auditing firm that is mutually agreeable to the MLP Group, on the one hand, and New Source EnergyMRD, on the other hand. The Parties shall cooperate with such auditing firm and shall provide such auditing firm access to such books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution by such auditing firm shall be final and binding on the Parties.

Disputed Charges. (a) The General Partner may, within 120 days after receipt of an invoice from New Source EnergyMRD, take written exception to any charge on the ground that the same was not a reasonable cost or expense incurred by New Source Energy MRD in connection with the provision of Services. The General Partner shall nevertheless pay New Source Energy MRD in full when due the invoiced amount. Such payment shall not be deemed a waiver of the right of the General Partner 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 or expense incurred by New Source Energy MRD in connection with the provision of Services, such amount or portion thereof (as the case may be) shall be refunded by New Source Energy MRD to the General Partner together with interest thereon interst theeon at the lesser of (i) the prime rate per annum established by the administrative agent under the revolving credit agreement of the MLPMLP or the OLLC, as applicable, as in effect on the date of payment by the General Partner in respect of such contested invoice or (ii) the maximum lawful rate during the period from the date of payment by the General Partner to the date of refund by New Source EnergyMRD. (b) If, within 20 days after receipt of any written exception pursuant to Section 5.4(a), the General Partner and New Source Energy MRD have been unable to resolve any dispute, and if (i) such dispute relates to whether amounts were properly charged or Services actually performed and (ii) the aggregate amount in dispute exceeds $100,000, either of the General Partner or New Source Energy MRD may submit the dispute to an independent third party auditing firm that is mutually agreeable to the MLP Group, on the one hand, and New Source EnergyMRD, on the other hand. The Parties shall cooperate with such auditing firm and shall provide such auditing firm access to such books and records as may be reasonably necessary to permit a determination by such auditing firm. The resolution by such auditing firm shall be final and binding on the Parties.