Common use of Compensation Arrangement Clause in Contracts

Compensation Arrangement. other cause (a) This clause 3.6 applies if the Extension Infrastructure Lessor exercises its right to terminate the Extension Infrastructure AgreementHead-Lease under: (i) clause [11.1] of the Extension Infrastructure AgreementHead-Lease; or (ii) clause [11.4] of the Extension Infrastructure AgreementHead-Lease (other than for a reason as specified in clause 3.5(a)(i)). (b) If this clause 3.6 applies, then the Parties must negotiate in good faith to endeavour to agree the terms of an arrangement under which Aurizon will pay amounts to the Trustee to compensate the Trustee fordespite the SIL Extension Infrastructure ceasing to be Subleased Extension Infrastructure subleased by the Trustee to Aurizon under this clause 3, provided that in no circumstances will Aurizon be required to agree to an arrangement which results in:all of the terms of this Agreement (other than this clause 3) (including Aurizon’s obligation to pay Rent under clause 8 in respect of the SIL Extension Infrastructure) will continue to apply as if the SIL Extension Infrastructure continued to be Subleased Extension Infrastructure subleased by the Trustee to Aurizon under this clause 3, on the basis that in consideration of such agreement, Aurizon must pay the Trustee the sum of $1.00 but only if demanded in writing by the Trustee. (c) If the Group (or, if Aurizon is not a member of a Consolidated Group, Aurizon) suffers or incurs any Detriment, then: (i) Aurizon must promptly give the Trustee a notice specifying reasonable details of the Detriment and the Detriment Amount (including reasonable details of the calculation of the Detriment Amount and reasonable supporting evidence of the Detriment and the Detriment Amount) (Detriment Notice); and (ii) within 28 days of receipt of the Detriment Notice, the Trustee must give Aurizon either: (A) a notice specifying that it agrees with the Detriment Amount in respect of the Detriment specified in the Detriment Notice; or (B) a Dispute Notice under clause 16.1 which Disputes the Detriment Amount specified in the Detriment Notice. (d) If a Dispute referred to in clause 3.6(c)(ii)(B) is not resolved in accordance with clause 16.3, then the Dispute must be referred to an Expert to determine the Detriment Amount in respect of the relevant Detriment. (e) If clause 3.6(c)(ii) applies and the Trustee does not give Aurizon a Dispute Notice referred to in clause 3.6(c)(ii)(B) within the time referred to in clause 3.6(c)(ii)(B), then: (i) the Trustee must not give Aurizon a Dispute Notice under clause 16.1 Disputing the Detriment Amount specified in the Detriment Notice; and (ii) any such Dispute Notice which is given by the Trustee will be taken to be of no effect. (f) Interest (calculated at the Interest Rate) will accrue on the unpaid portion of the Detriment Amount in respect of a Detriment from the date that Aurizon gives the Trustee a Detriment Notice in respect of the Detriment until the Detriment Amount has been fully paid by the Trustee and any interest accrued on the Detriment Amount but not paid by the Trustee at the end of each Month will itself bear interest under this clause 3.6(f). (g) If: (i) the Trustee gives Aurizon a notice specifying that it agrees with the Detriment Amount in respect of a Detriment specified in the Detriment Notice; or (ii) the Detriment Amount in respect of a Detriment is determined by an Expert, the Detriment Amount (as agreed or determined) is payable to Aurizon by the Trustee but only in accordance with clause 3.7.

Compensation Arrangement. other Aurizon cause (a) This clause 3.6 3.5 applies if if: (i) the Extension Infrastructure Lessor exercises its right to terminate the Extension Infrastructure AgreementHeadHead-Lease under: (i) clause [11.1] of the Extension Infrastructure AgreementHead-Lease; or (ii) under clause [11.4] of the Extension Infrastructure AgreementHeadHead-Lease (other than for a reason as due to the occurrence of any event or circumstance specified in clause 3.5(a)(i))[11.4] of the Extension Infrastructure Head-Lease which was caused by an act or omission of Aurizon; or (ii) the Extension Infrastructure Head-Lease automatically terminates under clause [11.5] of the Extension Infrastructure Head-Lease due to the Trustee exercising its right of termination under clauses 12.1 or 12.2. (b) If this clause 3.6 3.5 applies, then the Parties must negotiate in good faith to endeavour to agree the terms of an arrangement under which Aurizon will pay amounts to the Trustee to compensate the Trustee fordespite : (i) despite the SIL Extension Infrastructure ceasing to be Subleased Extension Infrastructure subleased by the Trustee to Aurizon under this clause 3, provided that in no circumstances will Aurizon be required to agree to an arrangement which results in:all of the terms of this Agreement (other than this clause 3) (including Aurizon’s obligation to pay Rent under clause 8 in respect of the SIL Extension Infrastructure) will continue to apply as if the SIL Extension Infrastructure continued to be was Subleased Extension Infrastructure subleased by the Trustee to Aurizon under this clause 3, on ; and (ii) the basis Parties acknowledge and agree that in consideration the amount of such agreement, Aurizon must pay the Rent payable each Month to the Trustee by operation of clause 3.5(b)(i) will not be rent payable for the sum sublease of $1.00 but only if demanded in writing the SIL Extension Infrastructure but, rather, will be a compensation amount payable by Aurizon to the TrusteeTrustee as a consequence of the early termination of the Extension Infrastructure Head-Lease due to Aurizon’s cause. (c) If the Group (or, if Aurizon is not a member of a Consolidated Group, Aurizon) Trustee or any Preference Unit Holder suffers or incurs any a Trustee Detriment, then: (i) Aurizon the Trustee must promptly give the Trustee Aurizon a notice specifying reasonable details of the Trustee Detriment and the Detriment Amount in respect of the Trustee Detriment (including reasonable details of the calculation of the Detriment Amount and reasonable supporting evidence of the Trustee Detriment and the Detriment Amount) (Detriment Notice); and (ii) within 28 days of receipt of the Detriment Notice, Aurizon must give the Trustee must give Aurizon either: (A) a notice specifying that it agrees with the Detriment Amount in respect of the Trustee Detriment specified in the Detriment Notice; or (B) a Dispute Notice under clause 16.1 the Dispute Resolution Process which Disputes disputes the Detriment Amount specified in the Detriment Notice. (d) If a Dispute referred to in clause 3.6(c)(ii)(B3.5(c)(ii)(B) is not resolved in accordance with clause 16.3the CEO Process, then the Dispute must be referred to an Expert to determine the Detriment Amount in respect of the relevant DetrimentTrustee Detriment in accordance with the Expert Process. (e) If clause 3.6(c)(ii3.5(c)(ii) applies and the Trustee Aurizon does not give Aurizon the Trustee a Dispute Notice referred to in clause 3.6(c)(ii)(B3.5(c)(ii)(B) within the time referred to in clause 3.6(c)(ii)(B3.5(c)(ii)(B), then: (i) the Trustee Aurizon must not give Aurizon the Trustee a Dispute Notice under clause 16.1 Disputing the Dispute Resolution Process disputing the Detriment Amount specified in the Detriment Notice; and (ii) any such Dispute Notice which is given by the Trustee Aurizon will be taken to be of no effect. (f) Interest (calculated at the Interest Rate) will accrue on the unpaid portion of the Detriment Amount in respect of a Trustee Detriment from the date that Aurizon gives the Trustee gives Aurizon a Detriment Notice in respect of the Trustee Detriment until the Detriment Amount has been fully paid by the Trustee Aurizon and any interest accrued on the Detriment Amount but not paid by the Trustee Aurizon at the end of each Month month will itself bear interest under this clause 3.6(f3.5(f). (g) If: (i) Aurizon gives the Trustee gives Aurizon a notice specifying that it agrees with the Detriment Amount in respect of a Trustee Detriment specified in the Detriment Notice; or (ii) the Detriment Amount in respect of a Trustee Detriment is determined by an ExpertExpert in accordance with the Expert Process, the Detriment Amount (as agreed or determined) is payable to Aurizon by the Trustee by Aurizon but only in accordance with clause 3.7. (h) Despite any other Transaction Document, except as provided in this clause 3.5, Aurizon will have no liability to the Trustee in connection with a termination of the Extension Infrastructure Head-Lease referred to in clause 3.5(a) or any event or circumstance or act or omission of Aurizon giving rise to such termination.

Compensation Arrangement. other cause (a) This clause 3.6 applies if the Extension Infrastructure Lessor exercises its right to terminate the Extension Infrastructure AgreementHeadHead-Lease under: (i) clause [11.1] of the Extension Infrastructure AgreementHeadHead-Lease; or (ii) clause [11.4] of the Extension Infrastructure AgreementHeadHead-Lease (other than for a reason as specified in clause 3.5(a)(i)). (b) If this clause 3.6 applies, then the Parties must negotiate in good faith to endeavour to agree the terms of an arrangement under which Aurizon will pay amounts to the Trustee to compensate the Trustee fordespite despite the SIL Extension Infrastructure ceasing to be Subleased Extension Infrastructure subleased by the Trustee to Aurizon under this clause 3, provided that in no circumstances will Aurizon be required to agree to an arrangement which results in:all of the terms of this Agreement (other than this clause 3) (including Aurizon’s obligation to pay Rent under clause 8 7) in respect of the SIL Extension Infrastructure) will continue to apply as if the SIL Extension Infrastructure continued to be Subleased Extension Infrastructure subleased by the Trustee to Aurizon under this clause 3, on the basis that in consideration of such agreement, Aurizon must pay the Trustee the sum of $1.00 but only if demanded in writing by the Trustee. (c) If the Group (or, if Aurizon is not a member of a Consolidated Group, Aurizon) suffers or incurs any Aurizon Detriment, then: (i) Aurizon must promptly give the Trustee a notice specifying reasonable details of the Aurizon Detriment and the Detriment Amount in respect of the Aurizon Detriment (including reasonable details of the calculation of the Detriment Amount and reasonable supporting evidence of the Aurizon Detriment and the Detriment Amount) (Detriment Notice); and (ii) within 28 days of receipt of the Detriment Notice, the Trustee must give Aurizon either: (A) a notice specifying that it agrees with the Detriment Amount in respect of the Aurizon Detriment specified in the Detriment Notice; or (B) a Dispute Notice under clause 16.1 the Dispute Resolution Process which Disputes the Detriment Amount specified in the Detriment Notice. (d) If a Dispute referred to in clause 3.6(c)(ii)(B) is not resolved in accordance with clause 16.3the CEO Process, then the Dispute must be referred to an Expert to determine the Detriment Amount in respect of the relevant DetrimentAurizon Detriment in accordance with the Expert Process. (e) If clause 3.6(c)(ii) applies and the Trustee does not give Aurizon a Dispute Notice referred to in clause 3.6(c)(ii)(B) within the time referred to in clause 3.6(c)(ii)(B), then: (i) the Trustee must not give Aurizon a Dispute Notice under clause 16.1 the Dispute Resolution Process Disputing the Detriment Amount specified in the Detriment Notice; and (ii) any such Dispute Notice which is given by the Trustee will be taken to be of no effect. (f) Interest (calculated at the Interest Rate) will accrue on the unpaid portion of the Detriment Amount in respect of a an Aurizon Detriment from the date that Aurizon gives the Trustee a Detriment Notice in respect of the Aurizon Detriment until the Detriment Amount has been fully paid by the Trustee and any interest accrued on the Detriment Amount but not paid by the Trustee at the end of each Month will itself bear interest under this clause 3.6(f). (g) If: (i) the Trustee gives Aurizon a notice specifying that it agrees with the Detriment Amount in respect of a an Aurizon Detriment specified in the Detriment Notice; or (ii) the Detriment Amount in respect of a an Aurizon Detriment is determined by an ExpertExpert in accordance with the Expert Process, the Detriment Amount (as agreed or determined) is payable to Aurizon by the Trustee but only in accordance with clause 3.7.