Common use of Government Imposition Clause in Contracts

Government Imposition. “Government Imposition” means taxes, fees, or increases in Seller's operating costs resulting from any newly adopted, promulgated, ordered, released, approved, enacted or amended statute, regulation, rule, interpretation, decision, requirement (including without limitation mine permit requirements and other regulatory requirements), standard or method (collectively, "Requirements") imposed by any federal, state or local government or government agency upon the mining, production, severance, preparation or sale of Coal hereunder, including, but not limited to carbon tax, severance taxes or fees on Coal produced or sold hereunder such as but not limited to black lung tax, abandoned mine land fee, and any other state or federal impositions imposed on a per ton basis or by reference to the mining, production, severance, preparation or sale of coal, and ad valorem taxes on Seller’s land, improvements, machinery, equipment and the like as well as increases in Seller's taxes, fees or operating costs incurred as a result of a change after the Effective Date in any such Requirements related to mine safety or otherwise related to the manner and method of mining, production, severance, preparation or sale of Coal hereunder. The term does not include federal or state income taxes; employee benefits or payroll taxes of general application such as employer’s Social Security, unemployment or worker’s compensation taxes or payments; any civil or criminal money fine or penalty imposed as the result of failure to comply with any Law; or increases in operating costs not related to any new or changed Requirements. Adjustment to the Contract Price shall be made for changes in Seller’s costs per Ton of Coal sold hereunder caused directly by increased or decreased Governmental Impositions adopted, promulgated, ordered, released, approved, or enacted after the Effective Date. Seller shall give prompt notice to Buyer of the amount of any such increased or decreased cost per Ton of Coal sold hereunder incurred by reason of a change of Governmental Imposition along with detailed documentation of such amount which shall be supported by Seller’s accounting records and other documents establishing the basis for the change which are subject to Buyer’s audit. In the event of an increase in cost, Seller in such notice further shall indicate the increase in Contract Price that Seller will require which increase may not exceed the increase in Seller’s cost caused by Governmental Impositions enacted or otherwise effective after the Effective Date. Within thirty (30) Days of receipt of such notice of increase in cost, Buyer will give notice (“Buyer’s Notice”) that Buyer at its option will either pay the requested increased Contract Price or will terminate this Agreement as of the date that is the effective date of such change in Government Regulation or thirty (30) days from Buyer’s Notice, whichever is later. Upon receipt of a Buyer’s Notice electing termination, Seller shall have the option of rescinding its increase in the Contract Price per the applicable change in Government Impositions, in which case this Agreement shall not terminate but shall continue in full force and effect. In the event of a decrease in cost, the Contract Price will be decreased by an amount equal to the decrease in Seller’s cost caused by Governmental Impositions enacted after the Effective Date. If there are both increases and decreases in cost, such increases and decreases shall be netted one against the other. Notwithstanding any other provision of this Section 4.3, there shall be no change in the Contract Price as a result of any noncompliance with any Government Impositions, or any civil or criminal fines or penalties imposed for failure to comply with any Governmental Imposition currently existing or hereafter enacted. Additionally, adjustments to the Contract Price shall be made hereunder only if the adjustment is allocated evenly to all coal that is produced from Seller’s Mines, so that Buyer is allocated only its proportionate share of such cost. Any adjustment to the Contract Price under this Section 4.3 will be effective as of the date the change in Governmental Imposition is effective.

Government Imposition. “Government Imposition” means taxes, fees, or increases in Seller's operating costs resulting from any newly adopted, promulgated, ordered, released, approved, enacted or amended statute, regulation, rule, interpretation, decision, requirement (including without limitation mine permit requirements and other regulatory requirements), standard or method (collectively, "Requirements") imposed by any federal, state or local government or government agency upon the mining, production, severance, preparation or sale of Coal hereunder, including, but not limited to carbon tax, severance taxes or fees on Coal produced or sold hereunder such as but not limited to black lung tax, abandoned mine land fee, and any other state or federal impositions imposed on a per ton basis or by reference to the mining, production, severance, preparation or sale of coal, and ad valorem taxes on Seller’s land, improvements, machinery, equipment and the like as well as increases in Seller's taxes, fees or operating costs incurred as a result of a change after the Effective Date in any such Requirements related to mine safety or otherwise related to the manner and method of mining, production, severance, preparation or sale of Coal hereunder. The term does not include federal or state income taxes; employee benefits or payroll taxes of general application such as employer’s Social Security, unemployment or worker’s compensation taxes or payments; any civil or criminal money fine or penalty imposed as the result of failure to comply with any Law; or increases in operating costs not related to any new or changed Requirements. Adjustment to the Contract Price shall be made for changes in Seller’s costs per Ton of Coal sold hereunder caused directly by increased or decreased Governmental Impositions adopted, promulgated, ordered, released, approved, or enacted after the Effective Date. Seller shall give prompt notice to Buyer of the amount of any such increased or decreased cost per Ton of Coal sold hereunder incurred by reason of a change of Governmental Imposition along with detailed documentation of such amount which shall be supported by Seller’s accounting records and other documents establishing the basis for the change which are subject to Buyer’s audit. In the event of an increase in cost, Seller in such notice further shall indicate the increase in Contract Price that Seller will require which increase may not exceed the increase in Seller’s cost caused by Governmental Impositions enacted or otherwise effective after the Effective Date. Within thirty (30) Days of receipt of such notice of increase in cost, Buyer will give notice (“Buyer’s Notice”) that Buyer at its option will either pay the requested increased Contract Price or will terminate this Agreement as of the date that is the effective date of such change in Government Regulation or thirty (30) days from Buyer’s Notice, whichever is later. Upon receipt of a Buyer’s Notice electing termination, Seller shall have the option of rescinding its increase in the Contract Price per the applicable change in Government Impositions, in which case this Agreement shall not terminate but shall continue in full force and effect. In the event of a decrease in cost, the Contract Price will be decreased by an amount equal to the decrease in Seller’s cost caused by Governmental Impositions enacted after the Effective Date. If there are both increases and decreases in cost, such increases and decreases shall be netted one against the other. Notwithstanding any other provision of this Section 4.34.2, there shall be no change in the Contract Price as a result of any noncompliance with any Government Impositions, or any civil or criminal fines or penalties imposed for failure to comply with any Governmental Imposition currently existing or hereafter enacted. Additionally, adjustments to the Contract Price shall be made hereunder only if the adjustment is allocated evenly to all coal that is produced from Seller’s Mines, so that Buyer is allocated only its proportionate share of such cost. Any adjustment to the Contract Price under this Section 4.3 4.2 will be effective as of the date the change in Governmental Imposition is effective.