Common use of Price Adjustments for Changes in Governmental Impositions Clause in Contracts

Price Adjustments for Changes in Governmental Impositions. The above Base Price shall be subject to adjustment pursuant to this section only in the event that the requesting party can clearly demonstrate that: (a) new Federal or state statutes, regulations or other governmental impositions affecting the coal mining industry either on a regional, state, or national basis and the coal to be supplied hereunder or the production thereof, including but not limited to tax increases or decreases (other than taxes measured by income) occur after January 1, 2011; or (b) amendments, modifications or changes to the text, interpretation, application or enforcement (excluding changes in frequency, rigor or thoroughness of enforcement) of any existing applicable Federal or state statutes, regulations, or other governmental impositions occur after January 1, 2011 (all collectively a “Requirement”) winch causes Seller’s direct cost of providing coal to Buyer under this Agreement to increase or decrease (generally an “Imposition”). In the event a party desires to obtain a price adjustment based on an Imposition, the affected party shall notify the other party in writing of the Requirement or potential Requirement within fifteen (15) days of the time such party becomes aware of such Requirement and the resulting Imposition, setting forth the Requirement, specific legal basis for the Imposition, the anticipated or actual financial impact of the Imposition and the anticipated or actual effective date. Either Buyer or Seller may request a Base Price adjustment, which shall be comprised of no more than the actual costs directly associated with the effect of such change on the cost of producing the coal to be supplied hereunder. Additionally, an Imposition adjustment shall only be made hereunder if the price adjustment is allocated evenly to all coal produced by Seller, including all coal that is produced from the Coal Properties, so that Buyer is allocated only its proportionate share of such Imposition, and the Base Price shall likewise be decreased for any savings resulting from any Requirement or Imposition. There shall be no change to the Base Price based on reductions or loss of production or production capacity as a result of an Imposition. By way of example, and not of limitation, an Imposition that requires the purchase of special or additional equipment shall be prorated over the number of years of useful life of the equipment and over the total tons in any year during the useful life of the equipment. In such a case, the change in the Base Price would not exceed the per-ton prorated cost of the equipment. After Seller has determined the actual, direct cost impact of any Imposition, winch may be after the conclusion of the applicable calendar year, Seller shall notify Buyer in writing of the amount and effective date of any claimed adjustment to the Base Price as a result of one or more Impositions and shall furnish Buyer with the specific legal basis for the Imposition, and accurate and detailed computations and data reasonably necessary to substantiate the claimed adjustment. Buyer shall have the right to inspect only those books and records of Seller relevant to the claimed adjustment upon reasonable notice to Seller. Buyer shall notify Seller of any disagreement Buyer has with the claimed adjustment within a reasonable time after receipt of such notice and computations, taking into account any audits or requests for additional information by Buyer. It is Seller’s obligation to ensure that Imposition decreases are given to Buyer. If the amount of the actual or anticipated Impositions exceeds one dollar ($1.00) per ton on a cumulative basis for any particular calendar year, Buyer may terminate this Agreement upon not less than thirty (30) days written notice to Seller. Alternatively, Seller may elect, by forwarding written notice to Buyer within ten (10) days after receiving Buyer’s notice of termination, to limit the cumulative amount of Impositions for any year to a maximum of one dollar ($1.00) per ton. In the event Seller makes such election, the increase shall be so limited, and the remainder of this Agreement shall continue in full force and effect.

Price Adjustments for Changes in Governmental Impositions. The above Base Price shall be subject to adjustment pursuant to this section only in the event that the requesting party can clearly demonstrate that: (a) new Federal or state statutes, regulations or other governmental impositions affecting the coal mining industry either on a regional, state, or national basis and the coal to be supplied hereunder or the production thereof, including but not limited to tax increases or decreases (other than taxes measured by income) occur after January September 1, 20112012; or (b) amendments, modifications or changes to the text, interpretation, application or enforcement (excluding changes in frequency, rigor or thoroughness of enforcement) of any existing applicable Federal or state statutes, regulations, or other governmental impositions occur after January September 1, 2011 2012 (all collectively a “Requirement”) winch which causes Seller’s direct cost of providing coal to Buyer under this Agreement to increase or decrease (generally an “Imposition”). In the event a party desires to obtain a price adjustment based on an Imposition, the affected party shall notify the other party in writing of the Requirement or potential Requirement within fifteen (15) days of the time such party becomes aware of such Requirement and the resulting Imposition, setting forth the Requirement, specific legal basis for the Imposition, the anticipated or actual financial impact of the Imposition and the anticipated or actual effective date. Either Buyer or Seller may request a Base Price adjustment, which shall be comprised of no more than the actual costs directly associated with the effect of such change on the cost of producing the coal to be supplied hereunder. Additionally, an Imposition adjustment shall only be made hereunder if the price adjustment is allocated evenly to all coal produced by Seller, including all coal that is produced from the Coal Properties, so that Buyer is allocated only its proportionate share of such Imposition, and the Base Price shall likewise be decreased for any savings resulting from any Requirement or Imposition. There shall be no change to the Base Price based on reductions or loss of production or production capacity as a result of an Imposition. By way of example, and not of limitation, an Imposition that requires the purchase of special or additional equipment shall be prorated over the number of years of useful life of the equipment and over the total tons in any year during the useful life of the equipment. In such a case, the change in the Base Price would not exceed the per-ton prorated cost of the equipment. After Seller has determined the actual, direct cost impact of any Imposition, winch which may be after the conclusion of the applicable calendar year, Seller shall notify Buyer in writing of the amount and effective date of any claimed adjustment to the Base Price as a result of one or more Impositions and shall furnish Buyer with the specific legal basis for the Imposition, and accurate and detailed computations and data reasonably necessary to substantiate the claimed adjustment. Buyer shall have the right to inspect only those books and records of Seller relevant to the claimed adjustment upon reasonable notice to Seller. Buyer shall notify Seller of any disagreement Buyer has with the claimed adjustment within a reasonable time after receipt of such notice and computations, taking into account any audits or requests for additional information by Buyer. It is Seller’s obligation to ensure that Imposition decreases are given to Buyer. If the amount of the actual or anticipated Impositions exceeds one dollar ($1.00) per ton on a cumulative basis for any particular calendar year, Buyer may terminate this Agreement upon not less than thirty (30) days written notice to Seller. Alternatively, Seller may elect, by forwarding written notice to Buyer within ten (10) days after receiving Buyer’s notice of termination, to limit the cumulative amount of Impositions for any year to a maximum of one dollar ($1.00) per ton. In the event Seller makes such election, the increase shall be so limited, and the remainder of this Agreement shall continue in full force and effect.

Price Adjustments for Changes in Governmental Impositions. The above Base Price shall be subject to adjustment pursuant to this section Section only in the event that the requesting party can clearly demonstrate that: (a) new new, industry-wide Federal or state statutes, regulations or other governmental impositions affecting the coal mining industry either on a regional, state, or national basis and the coal to be supplied hereunder or the production thereof, including but not limited to tax increases or decreases (other than taxes measured by income) occur after January 1, 2011); or (b) amendments, modifications or changes to the text, interpretation, application or enforcement (excluding changes in frequency, rigor or thoroughness of enforcement) of any existing generally-applicable Federal or state statutes, regulations, or other governmental impositions that occur after January 1November 15, 2011 2021 (all collectively a “Requirement”) winch which causes Seller’s direct out-of-pocket cost of providing coal to Buyer under this Agreement to increase or decrease (generally an “Imposition”). As used herein, a Requirement shall mean a Federal or state statute, regulation or other governmental action meeting the requirements of (a) and (b) above that pertains to coal mining or handling practices, to health and safety of miners or associated workers or to air, water or waste quality or disposal standards, but shall not include other Federal or state statute, regulation or other governmental imposition applicable to businesses generally (such as, by way of example only, wage, benefit, health care, insurance or retirement requirements). In the event a party desires to obtain a price adjustment based on an Imposition, the affected party shall notify the other party in writing of the Requirement or potential Requirement within fifteen (15) days of the time such party becomes aware of such Requirement and the resulting Imposition, setting forth the Requirement, specific legal basis for the Imposition, the anticipated or actual financial impact of the Imposition and the anticipated or actual effective date. Either Buyer or Seller may request a Base Price adjustment, which shall be comprised of no more than the actual costs directly associated with the effect of such change on the cost of producing the coal to be supplied hereunder. Additionally, an Imposition adjustment shall only be made hereunder if the price adjustment is allocated evenly to all coal produced by Seller, including all coal that is produced from the Coal Properties, so that Buyer is allocated only its proportionate share of such Imposition, and the Base Price shall likewise be decreased for any savings resulting from any Requirement or Imposition. There shall be no change to the Base Price based on reductions or loss of production or production capacity as a result of an Imposition. By way of example, and not of limitation, an Imposition that requires the purchase of special or additional equipment shall be prorated over the number of years of useful life of the equipment and over the total tons in any year during the useful life of the equipment. In such a case, the change in the Base Price would not exceed the per-ton prorated cost of the equipment. After Seller has determined the actual, direct cost impact of any Imposition, winch which may be after the conclusion of the applicable calendar year, Seller shall notify Buyer in writing of the amount and effective date of any claimed adjustment to the Base Price as a result of one or more Impositions and shall furnish Buyer with the specific legal basis for the Imposition, and accurate and detailed computations and data reasonably necessary to substantiate the claimed adjustment. Buyer shall have the right to inspect only those all books and records of Seller relevant to the claimed adjustment upon reasonable notice to Selleradjustment. Buyer shall notify Seller of any disagreement Buyer has with the claimed adjustment within a reasonable time after receipt of such notice and computations, taking into account any audits or requests for additional information by Buyer. It is Seller’s obligation to ensure that Imposition decreases are given to Buyer. If the amount of the actual or anticipated Impositions exceeds one one-dollar ($1.00) per ton on a cumulative basis for any particular calendar year, Buyer may terminate this Agreement upon not less than thirty (30) days written notice to Seller. Alternatively, Seller may elect, by forwarding written notice to Buyer within ten (10) days after receiving Buyer’s notice of termination, to limit the cumulative amount of Impositions for any year to a maximum of one dollar ($1.00) per ton. In the event Seller makes such election, the increase shall be so limited, and the remainder of this Agreement shall continue in full force and effect.

Price Adjustments for Changes in Governmental Impositions. The above Base Price shall be subject to adjustment pursuant to this section only in the event that the requesting party can clearly demonstrate that: (a) new new, industry-wide Federal or state statutes, regulations or other governmental impositions affecting the coal mining industry either on a regional, state, or national basis and the coal to be supplied hereunder or the production thereof, including but not limited to tax increases or decreases (other than taxes measured by income) occur after January 1, 2011); or (b) amendments, modifications or changes to the text, interpretation, application or enforcement (excluding changes in frequency, rigor or thoroughness of enforcement) of any existing generally-applicable Federal or state statutes, regulations, or other governmental impositions that occur after January 1March 20, 2011 2015 (all collectively and, as limited below, a “Requirement”) winch which causes Seller’s direct cost of providing coal to Buyer under this Agreement to increase or decrease (generally an “Imposition”). As used herein, a Requirement shall mean a Federal or state statute, regulation or other governmental action that pertains to coal mining or handling practices, to health and safety of miners or associated workers or to air, water or waste quality or disposal standards, but shall not include other Federal or state statute, regulation or other governmental imposition applicable to businesses generally (such as, by way of example only, wage, benefit, health care, insurance or retirement requirements). In the event a party desires to obtain a price adjustment based on an Imposition, the affected party shall notify the other party in writing of the Requirement or potential Requirement within fifteen (15) [***] days of the time such party becomes aware of such Requirement and the resulting Imposition, setting forth the Requirement, specific legal basis for the Imposition, the anticipated or actual financial impact of the Imposition and the anticipated or actual effective date. Either Buyer or Seller may request a Base Price adjustment, which shall be comprised of no more than the actual costs directly associated with the effect of such change on the cost of producing the coal to be supplied hereunder. Additionally, an Imposition adjustment shall only be made hereunder if the price adjustment is allocated evenly to all coal produced by Seller, including all coal that is produced from the Coal PropertiesProperty, so that Buyer is allocated only its proportionate share of such Imposition, and the Base Price shall likewise be decreased for any savings resulting from any Requirement or Imposition. There shall be no change to the Base Price based on reductions or loss of production or production capacity as a result of an Imposition. By way of example, and not of limitation, an Imposition that requires the purchase of special or additional equipment shall be prorated over the number of years of useful life of the equipment and over the total tons in any year during the useful life of the equipment. In such a case, the change in the Base Price would not exceed the per-ton prorated cost of the equipment. After Seller has determined the actual, direct cost impact of any Imposition, winch which may be after the conclusion of the applicable calendar year, Seller shall notify Buyer in writing of the amount and effective date of any claimed adjustment to the Base Price as a result of one or more Impositions and shall furnish Buyer with the specific legal basis for the Imposition, and accurate and detailed computations and data reasonably necessary to substantiate the claimed adjustment. Buyer shall have the right to inspect only those all books and records of Seller relevant to the claimed adjustment upon reasonable notice to Selleradjustment. Buyer shall notify Seller of any disagreement Buyer has with the claimed adjustment within a reasonable time after receipt of such notice and computations, taking into account any audits or requests for additional information by Buyer. It is Seller’s obligation to ensure that Imposition decreases are given to Buyer. If the amount of the actual or anticipated Impositions exceeds one dollar ($1.00) [***] per ton on a cumulative basis for any particular calendar year, Buyer may terminate this Agreement upon not less than thirty (30) [***] days written notice to Seller. Alternatively, Seller may elect, by forwarding written notice to Buyer within ten (10) [***] days after receiving Buyer’s notice of termination, to limit the cumulative amount of Impositions for any year to a maximum of one dollar ($1.00) [***]per ton. In the event Seller makes such election, the increase shall be so limited, and the remainder of this Agreement shall continue in full force and effect.

Price Adjustments for Changes in Governmental Impositions. The above Base Price shall be subject to adjustment pursuant to this section Section only in the event that the requesting party can clearly demonstrate that: (a) new new, industry-wide Federal or state statutes, regulations or other governmental impositions affecting the coal mining industry either on a regional, state, or national basis and the coal to be supplied hereunder or the production thereof, including but not limited to tax increases or decreases (other than taxes measured by income) occur after January 1, 2011); or (b) amendments, modifications or changes to the text, interpretation, application or enforcement (excluding changes in frequency, rigor or thoroughness of enforcement) of any existing generally-applicable Federal or state statutes, regulations, or other governmental impositions that occur after January 1September 23, 2011 2020 (all collectively a “Requirement”) winch which causes Seller’s direct out-of-pocket cost of providing coal to Buyer under this Agreement to increase or decrease (generally an “Imposition”). As used herein, a Requirement shall mean a Federal or state statute, regulation or other governmental action meeting the requirements of (a) and (b) above that pertains to coal mining or handling practices, to health and safety of miners or associated workers or to air, water or waste quality or disposal standards, but shall not include other Federal or state statute, regulation or other governmental imposition applicable to businesses generally (such as, by way of example only, wage, benefit, health care, insurance or retirement requirements). In the event a party desires to obtain a price adjustment based on an Imposition, the affected party shall notify the other party in writing of the Requirement or potential Requirement within fifteen (15) days of the time such party becomes aware of such Requirement and the resulting Imposition, setting forth the Requirement, specific legal basis for the Imposition, the anticipated or actual financial impact of the Imposition and the anticipated or actual effective date. Either Buyer or Seller may request a Base Price adjustment, which shall be comprised of no more than the actual costs directly associated with the effect of such change on the cost of producing the coal to be supplied hereunder. Additionally, an Imposition adjustment shall only be made hereunder if the price adjustment is allocated evenly to all coal produced by Seller, including all coal that is produced from the Coal Properties, so that Buyer is allocated only its proportionate share of such Imposition, and the Base Price shall likewise be decreased for any savings resulting from any Requirement or Imposition. There shall be no change to the Base Price based on reductions or loss of production or production capacity as a result of an Imposition. By way of example, and not of limitation, an Imposition that requires the purchase of special or additional equipment shall be prorated over the number of years of useful life of the equipment and over the total tons in any year during the useful life of the equipment. In such a case, the change in the Base Price would not exceed the per-ton prorated cost of the equipment. After Seller has determined the actual, direct cost impact of any Imposition, winch which may be after the conclusion of the applicable calendar year, Seller shall notify Buyer in writing of the amount and effective date of any claimed adjustment to the Base Price as a result of one or more Impositions and shall furnish Buyer with the specific legal basis for the Imposition, and accurate and detailed computations and data reasonably necessary to substantiate the claimed adjustment. Buyer shall have the right to inspect only those all books and records of Seller relevant to the claimed adjustment upon reasonable notice to Selleradjustment. Buyer shall notify Seller of any disagreement Buyer has with the claimed adjustment within a reasonable time after receipt of such notice and computations, taking into account any audits or requests for additional information by Buyer. It is Seller’s obligation to ensure that Imposition decreases are given to Buyer. If the amount of the actual or anticipated Impositions exceeds one one-dollar ($1.00) per ton on a cumulative basis for any particular calendar year, Buyer may terminate this Agreement upon not less than thirty (30) days written notice to Seller. Alternatively, Seller may elect, by forwarding written notice to Buyer within ten (10) days after receiving Buyer’s notice of termination, to limit the cumulative amount of Impositions for any year to a maximum of one dollar ($1.00) per ton. In the event Seller makes such election, the increase shall be so limited, and the remainder of this Agreement shall continue in full force and effect.