Disputes as to Whether an Amount is Necessary Sample Clauses

Disputes as to Whether an Amount is Necessary. If a Capital Call Dispute Notice has been timely delivered and such Capital Call Dispute Notice alleges that an Unbudgeted Capital Call is not reasonably necessary or appropriate for completion of the Initial Facilities, then the Partners will refer such dispute to the Determining Engineer to resolve. The sole matter to be determined by the Determining Engineer in any such dispute is whether the Unbudgeted Capital Call is, or is not, reasonably necessary or appropriate for completion of the Initial Facilities. The Partners will use (and, if the Construction Manager is under the Control of a Partner, such Partner will cause the Construction Manager to use) commercially reasonable efforts to cooperate with the Determining Engineer so that the Determining Engineer may reach its decision as quickly as possible. In connection with the resolution of any such Capital Call Dispute, the Company will agree to indemnify the Determining Engineer to the extent reasonably requested by the Determining Engineer. All costs incurred by any Partner in connection with any such Capital Call Dispute will be for the account of such Partner. All amounts paid to the Determining Engineer in connection with any such Capital Call Dispute shall be paid by the Company. The determination of any such Capital Call Dispute by the Determining Engineer will be final and each Partner hereby waives its ability to appeal such determination, whether through resort to the courts or otherwise. If the resolution of the Capital Call Dispute provides that all or any portion of the Unbudgeted Capital Call was not reasonably necessary or appropriate for completion of the Initial Facilities, the Partners shall instruct the Construction Manager to revise the Capital Call Notice accordingly, and to the extent that such distribution would not breach any of the Company’s material third party agreements (including loan agreements), the Company shall return such excess amounts contributed to the applicable contributing Partners.
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Related to Disputes as to Whether an Amount is Necessary

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