Common use of CONVERSION CHARGE Clause in Contracts

CONVERSION CHARGE. (a) Owner shall pay to Contractor a conversion charge ("Conversion Charge") for converting Feedstock to Product by use of the Conversion Process as set forth in Appendix I. (b) Effective on the first day of each Contract Year (other than the first Contract Year) the unit cost then in effect for labor, power, utilities, caustic and wastewater shall be reviewed and compared with the unit cost of such factors in effect on the first day of the preceding Contract Year, and each of the Conversion Charges in Appendix I shall be increased, but not to exceed 4% for any Contract Year, by the amount of the net increase of labor, power, utilities, caustic and wastewater taken as a whole (e.g., if the net increase of labor, power, utilities, caustic and wastewater is 5%, each of the Conversion Charges in Schedule I will increase by 4%). If the change in these unit cost factors, taken as a whole, is a net decrease, the Conversion Charges shall decrease in a like manner, but not to exceed 4% for any Contract Year. Owner shall have the right, at its expense, to have an independent auditor that has no affiliation with Owner or its parent, subsidiary and affiliate entities and that has entered into a confidentiality agreement reasonably satisfactory to Contractor, review the records of Contractor to confirm the accuracy of each change in the unit cost factors made by Contractor. The undertaking of the independent auditor shall be limited solely to confirming the accuracy of any changes in the unit cost of labor, power, utilities, caustic and wastewater. Set forth in Appendix G is an example of how the Conversion Charge shall be adjusted as provided in this Section 9.1(b). Any payments made by Contractor in settlement, or in satisfaction of any judgment rendered in the matter of Great Lakes Chemical Corporation, pending before the National Labor Relations Board at case numbers 10-CA- 21446, 10-CA - 21640, 10-CA - 24463 and 10-CA - 28118, shall not be considered in connection with the adjustment of the Conversion Charges as provided in this Section 9.1(b). 9.2 Subject to the adjustment set forth in Section 9.3, the Conversion Charge invoiced during a Contract Year shall be the Conversion Charge corresponding to the quantity forecast as being the Owner's aggregate requirements of Product during such Contract Year (as provided by Owner to Contractor in accordance with Section 6.1). 9.3 No later than forty-five (45) days after the end of each Contract Year the parties shall calculate the difference between the Conversion Charge due and owing pursuant to Appendix I for the quantity (in pounds) of Product actually invoiced in the preceding Contract Year and the Conversion Charge that was invoiced pursuant to Section 9.2 for such quantity of Product in the preceding Contract Year, and the difference shall be paid to or refunded by the Contractor. 9.4 (a) The term "Regulatory Change" shall mean a change effective after the Distribution Date by any government, agency, legislative body, court, utility board or similar entity with respect to (i) any environmental or safety laws, rules, ordinances or regulations, wastewater or air emission standards, permits or permit conditions, or (ii) any other or similar requirements of any kind (regardless of whether they relate to environmental or safety issues), which would increase Contractor's operating costs and/or require capital expenditure by Contractor hereunder. If Contractor or Owner learns that any Regulatory Change is under consideration, the party learning same will immediately notify the other and the parties shall work together to attempt to minimize the impact of any such proposed Regulatory Change. If a Regulatory Change is adopted, the party learning same will immediately notify the other party. Contractor shall notify Owner of the amount of any required capital expenditure or the amount of Contractor's increased operating costs, and shall provide Owner with information supporting such capital expenditures or increased operating costs. In the event of a Regulatory Change, Owner will as soon as possible after receiving the notice of a required capital expenditure or increased operating costs, but in no event more than forty (40) days after such receipt, notify Contractor as to whether or not Owner agrees to accept an increase in the Conversion Charge or reimburse Contractor for the required capital expenditure as a result of said Regulatory Change.

CONVERSION CHARGE. (a) Owner shall pay to Contractor a conversion charge ("Conversion Charge") for converting Feedstock to Product by use of the Conversion Process as set forth in Appendix I. (b) Effective on the first day of each Contract Year (other than the first Contract Year) the unit cost then in effect for labor, power, utilities, caustic and wastewater shall be reviewed and compared with the unit cost of such factors in effect on the first day of the preceding Contract Year, and each of the Conversion Charges in Appendix I shall be increased, but not to exceed 4% for any Contract Year, by the amount of the net increase of labor, power, utilities, caustic and wastewater taken as a whole (e.g., if the net increase of labor, power, utilities, caustic and wastewater is 5%, each of the Conversion Charges in Schedule I will increase by 4%). If the change in these unit cost factors, taken as a whole, is a net decrease, the Conversion Charges shall decrease in a like manner, but not to exceed 4% for any Contract Year. Owner shall have the right, at its expense, to have an independent auditor that has no affiliation with Owner or its parent, subsidiary and affiliate entities and that has entered into a confidentiality agreement reasonably satisfactory to Contractor, review the records of Contractor to confirm the accuracy of each change in the unit cost factors made by Contractor. The undertaking of the independent auditor shall be limited solely to confirming the accuracy of any changes in the unit cost of labor, power, utilities, caustic and wastewater. Set forth in Appendix G is an example of how the Conversion Charge shall be adjusted as provided in this Section 9.1(b). Any payments made by Contractor in settlement, or in satisfaction of any judgment judgement rendered in the matter of Great Lakes Chemical Corporation, pending before the National Labor Relations Board at case numbers 10-CA- CA - 21446, 10-CA - 21640, 10-CA C▇ - 24463 and 10▇▇▇▇▇ ▇▇▇ ▇▇-CA ▇▇ - 28118▇▇▇▇▇, shall ▇▇all not be considered in connection with the adjustment of the Conversion Charges as provided in this Section 9.1(b). 9.2 Subject to the adjustment set forth in Section 9.3, the Conversion Charge invoiced during a Contract Year shall be the Conversion Charge corresponding to the quantity forecast as being the Owner's aggregate requirements of Product during such Contract Year (as provided by Owner to Contractor in accordance with Section 6.1). 9.3 No later than forty-five (45) days after the end of each Contract Year the parties shall calculate the difference between the Conversion Charge due and owing pursuant to Appendix I for the quantity (in pounds) of Product actually invoiced in the preceding Contract Year and the Conversion Charge that was invoiced pursuant to Section 9.2 for such quantity of Product in the preceding Contract Year, and the difference shall be paid to or refunded by the Contractor. 9.4 (a) The term "Regulatory Change" shall mean a change effective after the Distribution Division Date by any government, agency, legislative body, court, utility board or similar entity with respect to (i) any environmental or safety laws, rules, ordinances or regulations, wastewater or air emission standards, permits or permit conditions, or (ii) any other or similar requirements of any kind (regardless of whether they relate to environmental or safety issues), which would increase Contractor's operating costs and/or require capital expenditure by Contractor hereunder. If Contractor or Owner learns that any Regulatory Change is under consideration, the party learning same will immediately notify the other and the parties shall work together to attempt to minimize the impact of any such proposed Regulatory Change. If a Regulatory Change is adopted, the party learning same will immediately notify the other party. Contractor shall notify Owner of the amount of any required capital expenditure or the amount of Contractor's increased operating costs, and shall provide Owner with information supporting such capital expenditures or increased operating costs. In the event of a Regulatory Change, Owner will as soon as possible after receiving the notice of a required capital expenditure or increased operating costs, but in no event more than forty (40) days after such receipt, notify Contractor as to whether or not Owner agrees to accept an increase in the Conversion Charge or reimburse Contractor for the required capital expenditure as a result of said Regulatory Change.expenditures