Disallowance Adjustment Events. (i) Notwithstanding anything to the contrary in this Agreement, if at any time, there occurs a Negative Recovery Event arising out of or relating to (A) any negligence (including gross negligence), fraud, willful misconduct or other act or omission of Seller, its Affiliates or Subcontractors, or any of their respective directors, officers, partners, members, trustees, employees, agents or representatives or (B) a breach of Seller’s obligations under this Agreement (each such Negative Recovery Event, a “Disallowance Adjustment Event”), then Buyer may, in its sole discretion and absolute discretion from time to time, (1) require Seller to make a lump-sum payment to Buyer, within twenty (20) Days after Buyer’s request for payment, equal to the aggregate amount of all payments, costs and expenses disallowed, denied or precluded (or effectively disallowed, denied or precluded) by the applicable Disallowance Adjustment Event (excluding all Buyer-Allocated Disallowance Adjustment Amounts, if any), plus accrued interest on such payments, costs and expenses at the Interest Rate, and/or (2) adjust the payments to be made by Buyer to Seller under this Agreement to an amount equal to the amount that Buyer is authorized to recover from its customers after giving effect to the applicable Disallowance Adjustment Event. For purposes of the foregoing, Buyer shall be entitled to receive payment from Seller and/or reduce the payments to Seller hereunder more than once with respect to any single Disallowance Adjustment Event if the disallowance, denial or preclusion (or effective disallowance, denial or preclusion) of recovery by such Disallowance Adjustment Event, or effect thereof, is periodic or episodic in nature or otherwise recurs from time to time.
Disallowance Adjustment Events. (i) Notwithstanding anything to the contrary in this Agreement, if at any time, there occurs a Negative Recovery Event arising out of or relating to (A) any negligence (including gross negligence), fraud, willful misconduct or other act or omission of Seller, its Affiliates or Subcontractors, or any of their respective directors, officers, partners, members, trustees, employees, agents or representatives or (B) a breach of Seller’s obligations under this Agreement (each such Negative Recovery Event, a “Disallowance Adjustment Event”), then Buyer may, in its sole discretion and absolute discretion from time to time, (1) require Seller to make a lump-sum payment to Buyer, within twenty (20) Days after Buyer’s request for payment, equal to the aggregate amount of all payments, costs and expenses disallowed, denied or precluded (or effectively disallowed, denied or precluded) by the applicable Disallowance Adjustment Event (excluding all Buyer-Allocated Disallowance Adjustment Amounts, if any), plus accrued interest on such payments, costs and expenses at the Interest Rate, and/or (2) adjust the
