Variation Order. (a) Subject to the Principal first conducting a review in accordance with the Review Procedure, the Principal may direct the Operator to carry out a Variation by issuing a written document titled "Variation Order" setting out a proposed Variation to: (i) the Services Specification; (ii) the Payments Schedule; (iii) the Verification Methodology; and/or (iv) any other applicable provision of this Agreement, as well as a price for that Variation as determined in accordance with clause 5.2(b), both of which will take effect from the date specified in the Variation Order (a Variation Order). (b) The Principal must price the Variation using the following order of precedence: (i) prior agreement between the Principal and the Operator; (ii) applicable rates or fees in this Agreement; and (iii) reasonable rates or fees (as determined by the Principal in its reasonable opinion), to address any direct costs reasonably incurred (or to be incurred), or savings made (or to be made) by the Operator as a consequence of the proposed Variation. (c) Subject to clauses 5.2(d) to 5.2(f), both parties must comply with any Variation Order issued in accordance with this Agreement and any Variation will be binding on the parties as if it was included in this Agreement, including if the Operator does not issue a Dissatisfaction Notice in accordance with clause 5.2(d). (d) If the Operator does not agree to a Variation directed under a Variation Order, it may issue a notice setting out its reasons to the Principal (Dissatisfaction Notice) within 10 Business Days of issue of the Variation Order. If the Operator does not issue a Dissatisfaction Notice in accordance with this clause 5.2(d), the parties will be bound to comply with the Variation Order and clause 5.2
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Samples: Refund Point Agreement, Refund Point Agreement
Variation Order. (a) Subject to the Principal first conducting a review in accordance with the Review Procedure, the Principal may direct the Operator to carry out a Variation by issuing a written document titled "Variation Order" setting out a proposed Variation to:
(i) the Services Specification;
(ii) the Payments Schedule;
(iii) the Verification Methodology; and/or
(iv) any other applicable provision of this Agreement, as well as a price for that Variation as determined in accordance with clause 5.2(b), both of which will take effect from the date specified in the Variation Order (a Variation Order).
(b) The Principal must price the Variation using the following order of precedence:
(i) prior agreement between the Principal and the Operator;
(ii) applicable rates or fees in this Agreement; and
(iii) reasonable rates or fees (as determined by the Principal in its reasonable opinion), to address any direct costs reasonably incurred (or to be incurred), or savings made (or to be made) by the Operator as a consequence of the proposed Variation.
(c) Subject to clauses 5.2(d) to 5.2(f), both parties must comply with any Variation Order issued in accordance with this Agreement and any Variation will be binding on the parties as if it was included in this Agreement, including if the Operator does not issue a Dissatisfaction Notice in accordance with clause 5.2(d).
(d) If the Operator does not agree to a Variation directed under a Variation Order, it may issue a notice setting out its reasons to the Principal (Dissatisfaction Notice) within 10 Business Days of issue of the Variation Order. If the Operator does not issue a Dissatisfaction Notice in accordance with this clause 5.2(d), the parties will be bound to comply with the Variation Order and clause 5.25.2(c) will apply.
(e) The Principal may, in its sole discretion, choose to amend the Variation Order on account of any Dissatisfaction Notice issued by the Operator under clause 5.2(d) within 20 Business Days of receipt of the Dissatisfaction Notice, in which case the amended Variation Order will be deemed to be a new Variation Order for the purposes of clauses 5.2(c) to 5.2(f).
(f) If:
(i) the Principal does not amend the Variation Order pursuant to clause 5.2(e); and
(ii) the Operator does not withdraw a Dissatisfaction Notice within 5 Business Days after the expiry of the 20 Business Day period referred to in clause 5.2(e), clause 20.8 will apply.
(g) The Operator must not vary the Services except as directed in writing by the Principal in accordance with this Agreement.
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Samples: Refund Point Agreement
Variation Order. (a) Subject If:
(i) in response to a Lessee Request, or an Owner Request to which Clause 6.4(b) (Response to Owner Request) applies, the Owner issues a Variation Order Proposal that complies with Clause 6.5 (Variation Order Proposal), then the Lessee shall decide [*****] whether or not to proceed with the Variation based on the Variation Order Proposal in accordance with this Clause 6.7 (Variation Order) and shall notify the Owner of the same within fifteen (15) Days (or such other period as the Parties may agree, acting reasonably) after receipt of such Variation Order Proposal; or
(ii) there is an Owner Request that complies with Clause 6.5 (Variation Order Proposal) and to which Clause 6.4(b) (Response to Owner Request) does not apply then the Lessee shall notify the Owner of such compliance within fifteen (15) Days (or such other period as the Parties may agree, acting reasonably) after receipt of such Variation Order Proposal and issue a Variation Order in accordance with Clause 6.7(b) (Variation Order) (but subject always to the Principal first conducting Lessee's right to dispute a review Variation Order Proposal in accordance with the Review Procedure, the Principal may direct the Operator to carry out a Variation by issuing a written document titled "provisions of Clause 6.7(d) (Variation Order" setting out )).
(b) If the Lessee decides, or is required in accordance with Clause 6.4(a) (Response to Owner Request), to proceed with a proposed Variation toVariation, then:
(i) the Services SpecificationLessee shall issue to the Owner two (2) copies of a draft variation order:
(A) in the form set out in Schedule 13 (Variation Order); and
(B) confirming the impacts for the Owner, the Operator and the Lessee, as set out in the Variation Order Proposal, including:
(1) the proposed changes (if any) to the Nominal Set Rate or Adjusted Nominal Set Rate (as applicable);
(2) the proposed changes (if any) to the Base Work Programme and Budget Cycle; and
(3) the proposed changes (if any) to the Performance Standards that will apply during the implementation of the Variation and upon the completion of the Variation; and
(C) where a Variation is to be executed prior to the Anticipated Commercial Operations Date, acknowledging and agreeing to the proposed impact (if any) of the Variation on the Project Schedule, including any of the Critical Dates, which shall be as set out in the Variation Order Proposal; and
(ii) within ten (10) Days (or such other period as the Payments Schedule;Parties may agree acting reasonably) after receipt of two (2) copies of a draft variation order:
(iiiA) the Verification Methodology; and/orOwner shall promptly:
(iv1) any other applicable provision sign (and procure that the Operator signs) and return one (1) copy of this Agreementsuch draft variation order to the Lessee (such signed order, as well as a price for that "Variation as determined in accordance with clause 5.2(bOrder"), both of which will take effect from ; and
(2) initiate and perform the date specified works set out in the Variation Order (a Variation Order).
(b) The Principal must price the Variation using the following order of precedence:
(i) prior agreement between the Principal and the Operator;
(ii) applicable rates or fees in this Agreement; and
(iii) reasonable rates or fees (as determined by the Principal in its reasonable opinion), to address any direct costs reasonably incurred (or to be incurred), or savings made (or to be made) by the Operator as a consequence of the proposed Variation.
(c) Subject to clauses 5.2(d) to 5.2(f), both parties must comply with any Variation Order issued in accordance with this Agreement and any the schedule set out in the Variation Order; and
(B) the Parties shall comply with the terms of the Variation Order, including:
(1) the changes (if any) to the Nominal Set Rate or Adjusted Nominal Set Rate (as applicable);
(2) the proposed changes (if any) to the Base Work Programme and Budget Cycle;
(3) the Performance Standards that will be binding on apply during the parties as if it was included in this Agreement, including if implementation of the Operator does not issue a Dissatisfaction Notice Variation (in accordance with clause 5.2(dthe schedule set out in the Variation Order) and upon the completion of the Variation; and
(4) any consequential adjustment required to the Project Schedule (including any of the Critical Dates).
(c) If the Variation Order Proposal is not with respect to a Variation that the Lessee is required to approve in accordance with Clause 6.4(a) (Response to Owner Request) and the Lessee rejects the Variation Order Proposal, then:
(i) the Variation will not be implemented; and
(ii) where the costs of the Variation, if implemented, would have been for the account of the Lessee, the Lessee shall promptly reimburse the Owner for its reasonable and documented costs incurred in connection with the preparation of the Variation Order Proposal in accordance with Clause 14 (Invoicing) subject to:
(A) at any time prior to the aggregate of such costs incurred but not reimbursed (or not to be reimbursed) in relation to the aggregate of all such rejected Variation Order Proposals prepared in a calendar year being [*****], the amount to be reimbursed to the Owner shall be the amount of such reasonable and documented costs incurred by the Owner [*****] for each such rejected Variation Order Proposal in that calendar year; and
(B) if at any time in a calendar year the aggregate of such costs incurred but not reimbursed (or not to be reimbursed) in relation to the aggregate of all such rejected Variation Order Proposals prepared in that calendar year is [*****], the Lessee shall reimburse the full amount of such reasonable and documented costs incurred by the Owner in connection with preparing any subsequent rejected Variation Order Proposal (where the costs of the Variation, if implemented, would have been for the account of the Lessee) and Clause 6.7(c)(ii)(A) (Variation Order) shall no longer apply for that calendar year.
(d) If the Operator does not agree to Lessee disputes any of the terms of a Variation directed Order Proposal issued under a Variation OrderClauses 6.4(a) or 6.4(b) (Response to Owner Request) (including whether the requirements of Clause 3.5 (Subcontracting) have been met), it may issue a notice setting out its reasons then:
(i) duly authorised representatives of the Owner and the Lessee will meet and discuss alternatives to, and/or changes to be made to, the Principal (Dissatisfaction Notice) within 10 Business Days of issue terms of the Variation Order Proposal in accordance with Clause 24.2 (Occurrence of Disputes); and
(ii) notwithstanding that the dispute may not have been resolved pursuant to Clause 24.2 (Occurrence of Disputes), the Owner shall, if so requested in writing by the Lessee, implement or procure the implementation of the Variation and proceed diligently with performance thereof and:
(A) in respect of Variation Costs, the Lessee shall pay [*****], in each case in accordance with the payment schedule set out in the Variation Order Proposal;
(B) in relation to any dispute regarding the deferral of any Critical Date, the mid-point of the difference between the Owner's position as set out in the Variation Order Proposal and the Lessee's position with respect to such disputed impact shall apply; and
(C) in respect of all other disputed impacts, the mid-point of the difference between the Owner's position as set out in the Variation Order Proposal and the Lessee's position with respect to such disputed impact shall apply, in each case, unless and until the matter is determined otherwise by an Independent Expert in accordance with Clause 24.4 (Expert Determination), at which time the Owner or the Lessee (as the case may be) shall pay to the other any amount determined to be payable by the Independent Expert, together with interest on that amount determined at a rate per annum equal to LIBOR accruing on a daily basis from the date payment was made by the Lessee (in the case of payment due from the Owner to the Lessee) or due by the Lessee (in the case of payment due from the Lessee to the Owner) in either case, pursuant to Clause 6.7(d)(ii)(A) (Variation Order), to the date of actual payment by the Owner or the Lessee (as applicable) of the amount determined payable by the Independent Expert. If the Operator does not issue Independent Expert makes a Dissatisfaction Notice determination in respect of the matters in Clause 6.7(d)(ii)(B) and/or 6.7(d)(ii)(C) (Variation Order), then the Owner and the Lessee shall proceed in accordance with the outcome of the Independent Expert's determination. Following such Independent Expert's determination in accordance with this clause 5.2(dClause 6.7(d)(ii) (Variation Order), the parties will be bound to comply with Lessee and the Owner shall follow the procedure set out in Clause 6.7(b) (Variation Order Order).
(e) The Parties shall consolidate all agreed Variations into a restated version of this Agreement:
(i) as soon as reasonably practicable after the Sailaway Date (and clause 5.2in any event before the Commissioning Start Date); and
(ii) thereafter as agreed between the Parties (acting reasonably).
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