Common use of Price and Price Adjustments Clause in Contracts

Price and Price Adjustments. 8.01 For all Coal delivered under this Agreement, Buyer shall pay Seller the base price as set forth in the Confirmation. 8.02 Seller shall be solely responsible for all assessments, fees, costs, expenses, and taxes relating to the mining, production, sale, use, loading and tender of Coal to Buyer or in any way accruing or levied prior to transfer of title to the Coal to Buyer and including, without limitation, severance taxes, royalties, ad valorem, black lung fees; reclamation fees and other costs, charges and liabilities. The base price Includes reimbursement to Seller of all environmental, land restoration and regulatory costs, including without limitation any reclamation costs required under applicable federal, state or local law as of the date of the Transaction. Buyer shall be responsible for any sales and/or use tax unless Buyer provides Seller an appropriate exemption certificate or similar document. The base price shall be subject to adjustments for changes in existing laws and regulations (including changes in levies and rates), or new laws or regulations, or changes in interpretations thereof enacted and in force during the term of sale set forth in the Confirmation that change Seller’s costs of producing Coal for delivery pursuant to any Confirmation. Notwithstanding the above, no price adjustment will occur under this Section until the cumulative effect of all such changes equals or exceeds $0.05 per ton for any calendar year under a Transaction. Seller shall use commercially reasonable best efforts to inform Buyer of any such change as soon as Seller becomes aware of such change and its effect on the base price of Coal hereunder. 8.03 The base price may also include an adjustment based upon the calorific value, sulfur content or other qualities of the Coal as the Parties may mutually agree upon and as set forth in the Confirmation. 8.04 In the event either the railroads or Buyer requires Seller to put additives in coal, including, without limitation, any dust control additives, treatments or processes, Seller may invoice Buyer at the reasonable costs of providing such services, which shall include but not be limited to, chemical costs, water costs, chemical application, application equipment maintenance and any royalties payable on the additive application. Any additives used shall be selected by Seller and will be industry qualified for use in the respective application.

Price and Price Adjustments. 8.01 9.01 For all Coal delivered under this Agreement, Buyer shall pay Seller the base price as set forth in the Confirmation. 8.02 9.02 Seller shall be solely responsible for all assessments, fees, costs, expenses, and taxes relating to the mining, production, sale, use, loading and tender of Coal to Buyer or in any way accruing or levied prior to transfer of title to the Coal to Buyer and including, without limitation, severance taxes, royalties, ad valorem, black lung fees; , reclamation fees and other costs, charges and liabilities. The base price Includes includes reimbursement to Seller of all environmental, land restoration and regulatory costs, including without limitation any reclamation costs required under applicable federal, state or local law as of the date of the Transaction. Buyer shall be responsible for any sales and/or use tax unless Buyer provides Seller an appropriate exemption certificate or similar document. The base price shall be subject to adjustments for changes in existing laws and regulations (including changes in levies and rates), or new laws or regulations, or changes in interpretations thereof enacted and in force during the term of sale set forth in the Confirmation that change Seller’s costs of producing Coal for delivery pursuant to any Confirmation. Notwithstanding the above, no price adjustment will occur under this Section until the cumulative effect of all such changes equals or exceeds $0.05 (*) per ton for any calendar year under a Transaction. Seller shall use commercially reasonable best efforts to inform Buyer of any such change as soon as Seller becomes aware of such change and its effect on the base price of Coal hereunder. 8.03 9.03 The base price may also include an adjustment based upon the calorific value, sulfur content or other qualities of the Coal as the Parties may mutually agree upon and as set forth in the Confirmation. 8.04 In the event either the railroads or Buyer requires Seller to put additives in coal, including, without limitation, any dust control additives, treatments or processes, Seller may invoice Buyer at the reasonable costs of providing such services, which shall include but not be limited to, chemical costs, water costs, chemical application, application equipment maintenance and any royalties payable on the additive application. Any additives used shall be selected by Seller and will be industry qualified for use in the respective application.

Price and Price Adjustments. 8.01 For all Coal delivered under The prices shown in this Agreementorder shall, Buyer shall pay Seller the base price except as set forth in the Confirmation. 8.02 Seller shall be solely responsible for all assessmentsexplicitly adjusted pursuant to this Section, fees, costs, expenses, and taxes relating to the mining, production, sale, use, loading and tender of Coal to Buyer or in any way accruing or levied prior to transfer of title to the Coal to Buyer and including, without limitation, severance taxes, royalties, ad valorem, black lung fees; reclamation fees and other costs, charges and liabilities. The base price Includes reimbursement to Seller of all environmental, land restoration and regulatory costs, including without limitation any reclamation costs required under applicable federal, state or local law as of the date of the Transaction. Buyer shall be responsible for any sales and/or use tax unless Buyer provides Seller an appropriate exemption certificate or similar document. The base price shall be subject to adjustments for changes in existing laws and regulations (including changes in levies and rates), or new laws or regulations, or changes in interpretations thereof enacted and in force during remain firm throughout the term of sale set forth this order. The prices shown include all applicable charges to be invoiced to Buyer and, if Supplier determines that any agreed upon charge for dunnage, pallets, handling, or otherwise, has not been included in the Confirmation that change Seller’s costs of producing Coal for delivery pursuant to any Confirmation. Notwithstanding the abovesuch prices, no price adjustment will occur under this Section until the cumulative effect of all such changes equals or exceeds $0.05 per ton for any calendar year under a Transaction. Seller shall use commercially reasonable best efforts to inform then Supplier must notify Buyer of any such change additional charge prior to Supplier's acceptance of this order or Supplier's first provision of Products hereunder. Supplier shall only invoice taxes which it is required by law to collect from Buyer and shall not invoice any tax for which Buyer has furnished a valid tax exemption certificate. Any tax included on the invoice shall be shown on a separate line labelled "tax". Supplier represents that its prices charged for Products under this order are competitive prices charged by Supplier to buyers of the same kind as soon as Seller becomes aware Buyer under conditions substantially similar to those specified in this order. Unless Buyer explicitly agrees in writing to the contrary, Supplier shall not be entitled to any price increases hereunder other than those price increases that result from the application of the materials adjustment mechanism agreed to, in writing, by the parties hereto. Buyer shall have the right, in its sole discretion, to accept or reject, in whole or in part, any other request for a price increase made by Supplier and with respect to any such price increase request, Supplier agrees that: a) Supplier shall not be entitled to pass through any price increase from a sub-supplier whom Supplier has been directed to use by Buyer unless and until such price increase has been reviewed and approved by Buyer. b) Any such price increase request by Supplier must be supported by a submission, by Supplier, of such change supporting information as may be reasonably required by Buyer and its effect on in the base format required by Buyer. Supplier acknowledges that any price increase request that does not comply with Buyer's required format will require a minimum of Coal hereunderninety (90) days to resolve. 8.03 The base c) Prior to consideration of any such price may also include an adjustment based upon the calorific valueincrease, sulfur content or other qualities a lean assessment approved by Buyer in order to determine whether Supplier has margin enhancement opportunities that could be implemented in lieu of the Coal as the Parties may mutually agree upon and as set forth in the Confirmation. 8.04 Supplier's proposed price increase request. In the event either that Buyer and Supplier are not able to agree upon a price increase acceptable to both parties, then Supplier agrees to continue to sell the railroads or Buyer requires Seller Products to put additives in coal, including, without limitation, any dust control additives, treatments or processes, Seller may invoice Buyer at the reasonable costs existing prices for such Products, without interruption, for a minimum period of providing such services, which shall include but not be limited to, chemical costs, water costs, chemical application, application equipment maintenance twelve (12) months after Buyer’s final written rejection of Supplier’s price increase request and any royalties payable on otherwise cooperate with Buyer to allow Buyer to resource the additive application. Any additives used shall be selected by Seller and will be industry qualified for use Products in the respective applicationquestion to an alternative supplier.

Price and Price Adjustments. 8.01 9.01 For all Coal delivered under this Agreement, Buyer shall pay Seller the base price as set forth in the Confirmation. 8.02 9.02 Seller shall be solely responsible for all assessments, fees, costs, expenses, and taxes relating to the mining, production, sale, use, loading and tender of Coal to Buyer or in any way accruing or levied prior to transfer of title to the Coal to Buyer and including, without limitation, severance taxes, royalties, ad valorem, black lung fees; , reclamation fees and other costs, charges and liabilities. The base price Includes includes reimbursement to Seller of all environmental, land restoration and regulatory costs, including without limitation any reclamation costs required under applicable federal, state or local law as of the date of the Transaction. Buyer shall be responsible for any sales and/or use tax unless Buyer provides Seller an appropriate exemption certificate or similar document. The base price shall be subject to adjustments for changes in existing laws and regulations (including changes in levies and rates), or new laws or regulations, regulations or changes in interpretations thereof enacted and in force during the term of sale set forth in the Confirmation that change Seller’s costs of producing Coal for delivery pursuant to any Confirmation. Notwithstanding the above, no price adjustment will occur under this Section until if the cumulative effect of all such changes equals or exceeds $0.05 on the price of a ton of Coal does not exceed (*) per ton for any calendar year under a Transaction, said changes shall not adjust the base price under the Transaction. Seller shall use commercially reasonable best efforts to inform Buyer of any such change as soon as Seller becomes aware of such change and its effect on the base price of Coal hereunder. 8.03 9.03 The base price may also include an adjustment based upon the calorific value, sulfur content or other qualities of the Coal as the Parties may mutually agree upon and as set forth in the Confirmation. 8.04 In the event either the railroads or Buyer requires Seller to put additives in coal, including, without limitation, any dust control additives, treatments or processes, Seller may invoice Buyer at the reasonable costs of providing such services, which shall include but not be limited to, chemical costs, water costs, chemical application, application equipment maintenance and any royalties payable on the additive application. Any additives used shall be selected by Seller and will be industry qualified for use in the respective application.

Price and Price Adjustments. 8.01 9.01 For all Coal delivered under this Agreement, Buyer shall pay Seller the base price as set forth in the Confirmation. 8.02 9.02 Seller shall be solely responsible for all assessments, fees, costs, expenses, and taxes relating to the mining, production, sale, use, loading and tender of Coal to Buyer or in any way accruing or levied prior to transfer of title to the Coal to Buyer and including, without limitation, severance taxes, royalties, ad valorem, black lung fees; , reclamation fees and other costs, charges and liabilities. The base price Includes includes reimbursement to Seller of all environmental, land restoration and regulatory costs, including without limitation any reclamation costs required under applicable federal, state or local law as of the date of the Transaction. Buyer shall be responsible for any sales and/or use tax unless Buyer provides Seller an appropriate exemption certificate or similar document. The base price shall be subject to adjustments for changes in existing laws and regulations (including changes in levies and rates), or new laws or regulations, or changes in interpretations thereof enacted and in force during the term of sale set forth in the Confirmation that change Seller’s costs of producing Coal for delivery pursuant to any Confirmation. Notwithstanding the above, no price adjustment will occur under this Section until the cumulative effect of all such changes equals or exceeds $0.05 per ton for any calendar year under a Transaction. Seller shall use commercially reasonable best efforts to inform Buyer of any such change as soon as Seller becomes aware of such change and its effect on the base price of Coal hereunder. 8.03 9.03 The base price may also include an adjustment based upon the calorific value, sulfur content or other qualities of the Coal as the Parties may mutually agree upon and as set forth in the Confirmation. 8.04 In the event either the railroads or Buyer requires Seller to put additives in coal, including, without limitation, any dust control additives, treatments or processes, Seller may invoice Buyer at the reasonable costs of providing such services, which shall include but not be limited to, chemical costs, water costs, chemical application, application equipment maintenance and any royalties payable on the additive application. Any additives used shall be selected by Seller and will be industry qualified for use in the respective application.