Pending Rules Adjustment Clause Samples

Pending Rules Adjustment. Upon the date (the “Implementation Date”) which is the later of (a) the date on which the flight and duty rest rules set forth in FAR 117 currently pending as of the date hereof (the “Pending Rules”) are required to be implemented by Parent or Contractor in order to be in compliance with such rules, and (b) the date on which Contractor actually fully implements the Pending Rules, (x) the rates “for each block hour” set forth on Schedules 2A and 2B shall be increased by [***] per block hour and (y) the parties shall use commercially reasonable efforts to determine the actual cost impact to Contractor of the implementation of the Pending Rules in a timely manner, but in any event before the day which is 120 days following the Implementation Date (such date, the “Outside Date”). Upon the determination of the actual cost impact of the foregoing, the rates “for each block hour” set forth on Schedules 2A and 2B shall be amended accordingly, which such amendment shall apply retroactively to the Implementation Date; provided that, notwithstanding the above, if the parties have not mutually agreed upon a determination of such actual cost impact by the Outside Date, the actual cost impact shall be deemed to be an amount equivalent to the lower of (a) United’s good faith estimation of such cost impact and (b) Contractor’s good faith estimation of such cost impact, which such deemed cost impact shall be applied retroactively to the Implementation Date and prospectively until the parties reach a mutual agreement to the actual cost impact, which shall also be applied retroactively to the same Implementation Date and prospectively. In the event the parties have determined by the Outside Date that there has been no such actual cost impact or either or both parties are unable to calculate a good faith estimate of such cost impact, then in each case the rates “for each block hour” set forth on Schedules 2A and 2B shall immediately be decreased to amounts which would otherwise be in effect, without giving effect to the increase described in this Section 3.1(b) and Contractor shall immediately repay to United an amount equivalent to the aggregate increase in the rates “for each block hour” set forth on Schedules 2A and 2B paid by United pursuant to the first sentence of this Section 3.1(b).