Common use of Payment Adjustments Clause in Contracts

Payment Adjustments. In the event SCE determines that: (i) The BPA has recalculated BPA Charges or BPA Revenues for energy delivered to the real-time market during the Startup Period; or (ii) A calculation of Metered Amounts, BPA Charges, BPA Sanctions or SCE Penalties is incorrect as a result of inaccurate meters, the correction of data by the BPA, or a recalculation of BPA Charges or BPA Sanctions by the BPA, SCE shall promptly recompute Metered Amounts, BPA Charges, BPA Sanctions or SCE Penalties for the period of the inaccuracy based upon an adjustment of inaccurate meter readings, correction of data or recalculation of BPA Charges or BPA Sanctions in accordance with the BPA Tariff. SCE shall also promptly recompute any payment affected by any meter or BPA Charge, BPA Sanction or SCE Penalty inaccuracy. Any amount due from SCE to Seller, or Seller to SCE, as the case may be, shall be made as an adjustment to the next monthly payment statement that is calculated after SCE’s recomputation using corrected measurements. In the event that the recomputation results in a net amount owed to SCE after applying any amounts owing to Seller as shown on the next monthly payment statement, any such additional amount still owing to SCE shall be netted against amounts owed to Seller in any subsequent monthly payments to Seller or invoiced to Seller, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. At SCE's discretion, SCE may net any remaining amount owed SCE on any subsequent monthly payment statement to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. SCE may make payment adjustments arising from a recalculation of BPA Charges, BPA Sanctions or SCE Penalties or as a result of inaccurate meters after the end of the Term, provided that the Parties shall be deemed to have waived any such payment adjustments which are not communicated as provided in this Section 4.04(b) within twenty-eight (28) months from the end of the Term. Adjustment payments for meter inaccuracy shall not bear interest.

Payment Adjustments. In Commencing upon the event SCE determines that: (i) The BPA has recalculated BPA Charges or BPA Revenues for energy delivered Commencement Date, Tenant shall pay to Landlord the real-time market during the Startup Period; or (ii) A calculation estimated Tenant’s Share of Metered Amounts, BPA Charges, BPA Sanctions or SCE Penalties is incorrect as a result of inaccurate meters, the correction of data by the BPA, or a recalculation of BPA Charges or BPA Sanctions by the BPA, SCE shall promptly recompute Metered Amounts, BPA Charges, BPA Sanctions or SCE Penalties Operating Expenses for the period Initial Accounting Period on a monthly basis concurrently with the payment of the inaccuracy based upon an adjustment of inaccurate meter readings, correction of data or recalculation of BPA Charges or BPA Sanctions in accordance with the BPA TariffBasic Rent. SCE Tenant shall also promptly recompute any payment affected by any meter or BPA Charge, BPA Sanction or SCE Penalty inaccuracy. Any amount due from SCE continue to Seller, or Seller to SCE, as the case may be, shall be made as an adjustment to the next monthly payment statement that is calculated after SCE’s recomputation using corrected measurements. In the event that the recomputation results in a net amount owed to SCE after applying any amounts owing to Seller as shown on the next monthly payment statement, any such additional amount still owing to SCE shall be netted against amounts owed to Seller in any subsequent make said monthly payments to Seller or invoiced to Seller, until notified by Landlord of a change in which case Seller must pay the amount owing thereof. By March 1st of each year, Landlord shall endeavor to SCE give Tenant a statement showing the total Operating Expenses for the Project for the prior Lease Year and Tenant’s Share thereof, prorated from the commencement of Lease Term. If the total of the Operating Expense payments which Tenant made for the prior Lease Year is less than the Tenant’s Share of the actual Operating Expenses, then within twenty ten (2010) days after receipt of such invoicestatement from Landlord, Tenant shall pay Landlord the difference in a lump sum. At SCE's discretion, SCE may net any remaining amount owed SCE on any subsequent monthly payment statement to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. SCE may make payment adjustments arising from a recalculation of BPA Charges, BPA Sanctions or SCE Penalties or as a result of inaccurate meters after the end of the Term, provided that the Parties Any overpayment by Tenant shall be deemed credited towards Additional Rent next coming due, unless Tenant is then in default under this Lease. Landlord shall determine and adjust Tenant’s Operating Expense payments each Lease Year based on Landlord’s estimate thereof and more frequently if it determines that its estimate thereof is inaccurate. Even though the Term has expired and Tenant has vacated the Premises, Tenant shall immediately pay any increase due over the estimated Operating Expenses previously paid and, conversely, any overpayment made shall be rebated by Landlord to have waived any such payment adjustments which are Tenant when the final determination of Tenant’s actual Additional Rent is made, if Tenant is not communicated in default under this Lease. Failure of Landlord to submit statements as provided in this Section 4.04(b) within twenty-eight (28) months from the end of the Term. Adjustment payments called for meter inaccuracy herein shall not bear interestbe deemed a waiver of Tenant’s requirement to pay sums as herein provided. Landlord’s good faith determination of actual Additional Rent shall be conclusive on the parties. Upon Tenant’s failure to pay any Additional Rent, Landlord shall have the rights and remedies under this Lease for the failure of Tenant to pay Rent.

Payment Adjustments. In the event SCE determines that: (i) The BPA has recalculated BPA Charges or BPA Revenues for energy delivered Administration Agency and NDSS Administrator may adjust Payments to the realCompany in situations including, but not limited to, where audits of Reports or Data (or information from the Company under clause 48.4 of Schedule 3) identifies inaccuracies in calculations that must be corrected. Payment adjustments will not be used as a Sanction for Company Non-Performances but a Payment adjustment may be made to reflect the application of a Sanction. An adjustment to a Payment for a Month will be made in subsequent Months as described in clause 46.6 of this Schedule. The Company has an Obligation to repay any Payments in excess of those due under this Deed (over Payments) to the Commonwealth, once notified of the over Payment by the Administration Agency or the NDSS Administrator. The Commonwealth may, at its discretion, direct the Administration Agency or NDSS Administrator to make adjustments to future Payments to be made to the Company to reflect any previous over Payment. If the Administration Agency or NDSS Administrator determines that an over Payment has occurred the Administration Agency or NDSS Administrator may determine that this amount is a debt owed to the Commonwealth, which, subject to clause 46.6 of this Schedule, must be repaid to the Commonwealth. The Commonwealth has an Obligation to repay any under Payments to CSO Distributors. The Commonwealth may pay any amount owing under this clause together with the next Payment due to that CSO Distributor. The timing of repayments of any CSO Funding Pool monies or over Payments for NDSS Distribution Services owed by the Company to the Administration Agency will be discussed between the Company and the Administration Agency (in respect of CSO Funding Pool monies) or the NDSS Administrator (in respect of Payments for NDSS Distribution Services). The Administration Agency and NDSS Administrator, in determining the time market during by which a repayment must be made, will take into account the Startup Period; or (ii) A potential impact of the repayments on the financial position of the Company. The Administration Agency and NDSS Administrator may consider reducing future Monthly Payments until a full amount of any over Payment has been repaid. The Administration Agency and NDSS Administrator retain absolute discretion in determining the timing and manner of repayments and the Company must comply with any direction from the Administration Agency or NDSS Administrator. The amount of the CSO Funding Pool available for distribution will be varied as required to reflect Payment adjustments made under this clause. RESPONSIBILITY FOR PAYMENTS AND RECEIPT OF MONIES OWED The Administration Agency is responsible for the calculation of Metered Amounts, BPA Charges, BPA Sanctions Payments in respect of PBS Medicines and determining any financial Sanctions. The NDSS Administrator is responsible for the calculation of Payments in respect of NDSS Distribution Services. Despite any provision to the contrary in this Schedule or SCE Penalties is incorrect as a result of inaccurate metersDeed, the correction of data by Commonwealth may direct that the BPAAdministration Agency or NDSS Administrator will not be responsible for making any Payment to, or a recalculation receiving any money from, CSO Distributors. Based on the Administration Agency’s and NDSS Administrator’s calculations under clause 47.1 of BPA Charges this Schedule: the Commonwealth will make Payments directly to CSO Distributors; the Commonwealth will receive any monies owed by CSO Distributors directly from those CSO Distributors; and all references in this Deed to money payable by or BPA Sanctions by the BPA, SCE shall promptly recompute Metered Amounts, BPA Charges, BPA Sanctions or SCE Penalties for the period of the inaccuracy based upon an adjustment of inaccurate meter readings, correction of data or recalculation of BPA Charges or BPA Sanctions in accordance with the BPA Tariff. SCE shall also promptly recompute any payment affected by any meter or BPA Charge, BPA Sanction or SCE Penalty inaccuracy. Any amount due from SCE to Seller, or Seller to SCE, as the case may be, shall be made as an adjustment owed to the next monthly payment statement that is calculated after SCE’s recomputation using corrected measurements. In the event that the recomputation results in a net amount Administration Agency or NDSS Administrator must be read as if those references are to money payable by or owed to SCE after applying any amounts owing the Commonwealth. Four CSO Distributors are participating in the National CSO Funding Pool. The value of National CSO Funding Pool for July 2011 is $15 million. CSO Distributor A 6.1 million Units (24.3%) $3.645 million CSO Distributor B 8.7 million Units (34.7%) $5.199 million CSO Distributor C 5.5 million Units (21.9%) $3.287 million CSO Distributor D 4.8 million Units (19.1%) $2.869 million All CSO Distributors 25.1 million Units (100%) $15 million This Payment equates to Seller as shown on the next monthly payment statement, any such additional amount still owing to SCE shall be netted against amounts owed to Seller in any subsequent monthly payments to Seller or invoiced to Seller, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt $0.60 per Unit of such invoice. At SCE's discretion, SCE may net any remaining amount owed SCE on any subsequent monthly payment statement to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. SCE may make payment adjustments arising from a recalculation of BPA Charges, BPA Sanctions or SCE Penalties or as a result of inaccurate meters after the end of the Term, provided that the Parties shall be deemed to have waived any such payment adjustments which are not communicated as provided in this Section 4.04(b) within twenty-eight (28) months from the end of the Term. Adjustment payments for meter inaccuracy shall not bear interestPBS Medicine Sold.