Common use of Seller’s Entitlement to Change Orders – Buyer-Caused Delay Clause in Contracts

Seller’s Entitlement to Change Orders – Buyer-Caused Delay. (a) Upon the occurrence of a Buyer-Caused Delay, Seller shall be entitled to receive a Change Order in accordance with, and subject to, this Section 8.4 adjusting the Purchase Price (including the Substantial Completion Payment Amount) for the actual increased Direct Costs incurred by Seller as a result of such Buyer-Caused Delay (according to Section 8.7 and subject to Section 13.4) the Guaranteed Substantial Completion Date for the actual delay incurred by Seller as a result of such Buyer-Caused Delay. (b) All claims by Seller for a Change Order pursuant to this Section 8.4 shall be made in accordance with the following procedure: (i) If Seller believes that a Buyer-Caused Delay will increase Seller’s Direct Costs or delay Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date, Seller shall deliver to the Buyer Contract Manager and the Buyer Contract Administrator a Change Notice advising Buyer of the actual or potential effect of the Buyer-Caused Delay within seven (7) days after the occurrence of such Buyer-Caused Delay. Seller shall include with such Change Notice the best information and documentation then reasonably available to Seller to support any change proposed by Seller to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date based on such claim. (ii) Each Change Notice provided to Buyer under Section 8.4(b)(i) shall be reviewed by Xxxxx and discussed within three (3) Business Days after Buyer’s receipt of such Change Notice, at a joint meeting between the Buyer Contract Manager and the Seller Project Manager (or their designees). By the date of review thereof by the Seller Project Manager and the Buyer Contract Manager, Seller shall have updated the Change Notice to reflect its then current assessment of the expected effect of the Buyer-Caused Delay on the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date, as applicable (which assessment shall be prepared assuming Seller will use diligent, commercially reasonable efforts to remedy, remove, and/or mitigate expeditiously the adverse effect(s) on Seller and Buyer due to the Buyer-Caused Delay), and provide such updated Change Notice to Buyer. If Buyer disagrees with Seller’s assessment (including whether Seller’s proposed change is allowed by this Agreement), Buyer shall, within three (3) Business Days after receipt of such updated Change Notice, advise Seller of such disagreement and, thereafter, Seller shall promptly negotiate with Buyer in good faith to resolve expeditiously any issue regarding the Change Notice provided by Seller to Buyer pursuant to this Section 8.4. Seller agrees to provide such information and documentation to Buyer as Buyer may, from time to time, reasonably request in connection with Xxxxx’s efforts to assess the merits of or Seller’s position on, or to develop or evaluate possible solutions to items in dispute with respect to, such a Change Notice. (iii) Subject to Section 8.4(b)(i), and without limiting Seller’s other information and documentation obligations under this Section 8.4, any proposal by Seller for a change to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date pursuant to a Change Notice under this Section 8.4 shall include (A) a comparison of the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date with and without the proposed change and (B) sufficient detail and supporting documentation to permit a reasonably thorough analysis of the proposed change, including the methodology of computing the proposed change to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date, and the delay to the Work or increased Direct Costs necessitating such change. (c) Notwithstanding anything to the contrary, in the event Seller does not notify Buyer by Change Notice of the actual or potential effect of a Buyer-Caused Delay in accordance with the requirements of Section 8.4 within the seven (7)-day time period prescribed by Section 8.4(b)(i), Seller shall be deemed to have irrevocably waived any and all claims for adjustment to the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date arising out of or related to such Buyer-Caused Delay.

Seller’s Entitlement to Change Orders – Buyer-Caused Delay. (a) Upon the occurrence of a Buyer-Caused Delay, Seller shall be entitled to receive a Change Order in accordance with, and subject to, this Section 8.4 adjusting the Purchase Price (including the Substantial Completion Payment Amount) for the actual increased Direct Costs incurred by Seller as a result of such Buyer-Caused Delay (according to Section 8.7 and subject to Section 13.4) the Guaranteed Substantial Completion Date for the actual delay incurred by Seller as a result of such Buyer-Caused Delay. (b) All claims by Seller for a Change Order pursuant to this Section 8.4 shall be made in accordance with the following procedure: (i) If Seller believes that a Buyer-Caused Delay will would increase Seller’s Direct Costs or will delay Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date, Seller shall may deliver to the Buyer Contract Manager and the Buyer Contract Administrator a Change Notice advising Buyer of the actual or potential effect of the Buyer-Caused Delay within seven (7) days after the occurrence of such Buyer-Caused Delay. Seller shall include with such Change Notice the best information and documentation then reasonably available to Seller to support any change proposed by Seller to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date based on such claim. (ii) Each Change Notice provided to Buyer under Section 8.4(b)(i) shall be reviewed by Xxxxx and discussed within three (3) Business Days after Buyer’s receipt of such Change Notice, at a joint meeting between the Buyer Contract Manager and the Seller Project Manager (or their designees). By the date of review thereof by the Seller Project Manager and the Buyer Contract Manager, Seller shall have updated the Change Notice to reflect its then current assessment of the expected effect of the Buyer-Caused Delay on the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date, as applicable (which assessment shall be prepared assuming Seller will use diligent, commercially reasonable efforts to remedy, remove, and/or mitigate expeditiously the adverse effect(s) on Seller and Buyer due to the Buyer-Caused Delay), and provide such updated Change Notice to Buyer. If Buyer disagrees with Seller’s assessment (including whether Seller’s proposed change is allowed by this Agreement), Buyer shall, within three (3) Business Days after receipt of such updated Change Notice, advise Seller of such disagreement and, thereafter, Seller shall promptly negotiate with Buyer in good faith to resolve expeditiously any issue regarding the Change Notice provided by Seller to Buyer pursuant to this Section 8.4. Seller agrees to provide such information and documentation to Buyer as Buyer may, from time to time, reasonably request in connection with Xxxxx’s efforts to assess the merits of or Seller’s position on, or to develop or evaluate possible solutions to items in dispute with respect to, such a Change Notice. (iii) Subject to Section 8.4(b)(i), and without limiting Seller’s other information and documentation obligations under this Section 8.4, any proposal by Seller for a change to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date pursuant to a Change Notice under this Section 8.4 shall include (A) a comparison of the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date with and without the proposed change and (B) sufficient detail and supporting documentation to permit a reasonably thorough analysis of the proposed change, including the methodology of computing the proposed change to to, the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date, and the delay to the Work or increased Direct Costs necessitating such change. (c) Notwithstanding anything to the contrary, in the event Seller does not notify Buyer by Change Notice of the actual or potential effect of a Buyer-Caused Delay in accordance with the requirements of Section 8.4 within the seven (7)-day time period prescribed by Section 8.4(b)(i), Seller shall be deemed to have irrevocably waived any and all claims for adjustment to the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date arising out of or related to such Buyer-Caused Delay.

Seller’s Entitlement to Change Orders – Buyer-Caused Delay. (a) Upon the occurrence of a Buyer-Caused Delay, Seller shall be entitled to receive a Change Order in accordance with, and subject to, this Section 8.4 adjusting the Purchase Price (including the Substantial Completion Payment Amount) for the actual increased Direct Costs incurred by Seller as a result of such Buyer-Caused Delay (according to Section 8.7 and subject to Section 13.4) the Guaranteed Substantial Completion Date for the actual delay incurred by Seller as a result of such Buyer-Caused Delay. (b) All claims by Seller for a Change Order pursuant to this Section 8.4 shall be made in accordance with the following procedure: (i) If Seller believes that a Buyer-Caused Delay will would increase Seller’s Direct Costs or will delay Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date, Seller shall may deliver to the Buyer Contract Manager and the Buyer Contract Administrator a Change Notice advising Buyer of the actual or potential effect of the Buyer-Caused Delay within seven (7) days after the occurrence of such Buyer-Caused Delay. Seller shall include with such Change Notice the best information and documentation then reasonably available to Seller to support any change proposed by Seller to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date based on such claim. (ii) Each Change Notice provided to Buyer under Section 8.4(b)(i) shall be reviewed by Xxxxx Buyer and discussed within three (3) Business Days after Buyer’s receipt of such Change Notice, at a joint meeting between the Buyer Contract Manager and the Seller Project Manager (or their designees). By the date of review thereof by the Seller Project Manager and the Buyer Contract Manager, Seller shall have updated the Change Notice to reflect its then current assessment of the expected effect of the Buyer-Caused Delay on the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date, as applicable (which assessment shall be prepared assuming Seller will use diligent, commercially reasonable efforts to remedy, remove, and/or mitigate expeditiously the adverse effect(s) on Seller and Buyer due to the Buyer-Caused Delay), and provide such updated Change Notice to Buyer. If Buyer disagrees with Seller’s assessment (including whether Seller’s proposed change is allowed by this Agreement), Buyer shall, within three (3) Business Days after receipt of such updated Change Notice, advise Seller of such disagreement and, thereafter, Seller shall promptly negotiate with Buyer in good faith to resolve expeditiously any issue regarding the Change Notice provided by Seller to Buyer pursuant to this Section 8.4. Seller agrees to provide such information and documentation to Buyer as Buyer may, from time to time, reasonably request in connection with XxxxxBuyer’s efforts to assess the merits of or Seller’s position on, or to develop or evaluate possible solutions to items in dispute with respect to, such a Change Notice. (iii) Subject to Section 8.4(b)(i), and without limiting Seller’s other information and documentation obligations under this Section 8.4, any proposal by Seller for a change to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date pursuant to a Change Notice under this Section 8.4 shall include (A) a comparison of the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date with and without the proposed change and (B) sufficient detail and supporting documentation to permit a reasonably thorough analysis of the proposed change, including the methodology of computing the proposed change to to, the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date, and the delay to the Work or increased Direct Costs necessitating such change. (c) Notwithstanding anything to the contrary, in the event Seller does not notify Buyer by Change Notice of the actual or potential effect of a Buyer-Caused Delay in accordance with the requirements of Section 8.4 within the seven (7)-day time period prescribed by Section 8.4(b)(i), Seller shall be deemed to have irrevocably waived any and all claims for adjustment to the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date arising out of or related to such Buyer-Caused Delay.

Seller’s Entitlement to Change Orders – Buyer-Caused Delay. (a) Upon the occurrence of a Buyer-Caused Delay, Seller shall be entitled to receive a Change Order in accordance with, and subject to, with this Section 8.4 adjusting the Purchase Price (including the Substantial Completion Payment Amount) for the actual increased Direct Costs incurred by Seller as a result of such Buyer-Caused Delay (according to Section 8.7 and subject to Section 13.4) adjusting the Guaranteed Substantial Completion Date for the actual delay incurred by Seller as a result of such Buyer-Caused Delay. (b) All claims by Seller for a Change Order pursuant to this Section 8.4 shall be made in accordance with the following procedure: (i) If Seller believes that a Buyer-Caused Delay will would increase Seller’s Direct Costs or will delay Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date, Seller shall may deliver to the Buyer Contract Manager and the Buyer Contract Administrator a Change Notice advising Buyer of the actual or potential effect of the Buyer-Caused Delay within seven (7) days after the occurrence of such Buyer-Caused Delay. Seller shall include with such Change Notice the best information and documentation then reasonably available to Seller to support any change proposed by Seller to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date based on such claim. (ii) Each Change Notice provided to Buyer under Section 8.4(b)(i) shall be reviewed by Xxxxx Buyer and discussed within three (3) Business Days after Buyer’s receipt of such Change Notice, at a joint meeting between the Buyer Contract Manager and the Seller Project Manager (or their designees). By the date of review thereof by the Seller Project Manager and the Buyer Contract Manager, Seller shall have updated the Change Notice to reflect its then current assessment of the expected effect of the Buyer-Caused Delay on the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date, as applicable (which assessment shall be prepared assuming Seller will use diligent, commercially reasonable efforts to remedy, remove, and/or mitigate expeditiously the adverse effect(s) on Seller and Buyer due to the Buyer-Caused Delay)applicable, and provide provided such updated Change Notice to Buyer. If Buyer disagrees with Seller’s assessment (including whether Seller’s proposed change is allowed by this Agreement), Buyer shall, within three (3) Business Days after receipt of such updated Change Notice, advise Seller of such disagreement and, thereafter, Seller shall promptly negotiate with Buyer in good faith to resolve expeditiously any issue regarding the Change Notice provided by Seller to Buyer pursuant to this Section 8.4. Seller agrees to provide such information and documentation to Buyer as Buyer may, from time to time, reasonably request in connection with XxxxxBuyer’s efforts to assess the merits of or Seller’s position on, or to develop or evaluate possible solutions to items in dispute with respect to, such a Change Notice. (iii) Subject to Section 8.4(b)(i), and without limiting Seller’s other information and documentation obligations under this Section 8.4, any proposal by Seller for a change to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date pursuant to a Change Notice under this Section 8.4 shall include (A) a comparison of the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date with and without the proposed change and (B) sufficient detail and supporting documentation to permit a reasonably thorough analysis of the proposed change, including the methodology of computing the proposed change to to, the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date, and the delay to the Work or increased Direct Costs necessitating such change. (c) Notwithstanding anything to the contrary, in the event Seller does not notify Buyer by Change Notice of the actual or potential effect of a Buyer-Caused Delay in accordance with the requirements of Section 8.4 within the seven (7)-day time period prescribed by Section 8.4(b)(i), Seller shall be deemed to have irrevocably waived any and all claims for adjustment to the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date arising out of or related to such Buyer-Caused Delay.