Common use of Disputed Amounts Clause in Contracts

Disputed Amounts. (a) If the District disputes any portion or amount set forth in an invoice submitted by the Construction Manager, the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required pursuant to this Agreement. (b) The District shall endeavor to provide a Notice of Payment Dispute to the Construction Manager within fourteen days after whichever of the following is applicable: (i) receipt of the invoice that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) of Section 7.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested by the District pursuant to Subsection (b) of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted from the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objection. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreement.

Disputed Amounts. (a) If the District Authority disputes the Contractor's entitlement to any portion or part of the amount set forth in an invoice submitted claimed by the Construction Manager, the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required Contractor pursuant to this Agreement. clause 28 (bPayment Provisions), the provisions of this clause 28.5 (Disputed Amounts) shall apply. The District Authority shall endeavor notify the Contractor in writing within ten (10) Business Days after receipt by the Authority of the relevant invoice and supporting information of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to provide quantify it) which the Authority (acting in good faith) disputes (a Notice of Payment Dispute "Disputed Amount") and submit to the Construction Manager within fourteen days after whichever Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the following is applicable: (i) receipt of the invoice that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating Contractor's entitlement in relation to the disputed amount(sDisputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) provided Business Days following receipt by the Construction Manager in accordance with Subsection (b) Contractor of Section 7.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested any notice served by the District Authority pursuant to Subsection clause 28.5.2 (b) of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment DisputeDisputed Amounts), the Construction Manager may provide Contractor shall respond by notifying the Authority as to whether or not it agrees with the District any justification of a disputed amount as the Construction Manager desires to submitstatements made in that notice. If the Construction Manager Contractor indicates that it does not submit any justification of agree, or if the Contractor fails to make such a disputed amount response within such ten-day periodthat time limit, the Construction Manager Authority shall be deemed entitled: to retain on a permanent basis any amounts withheld pursuant to clause 28.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have withdrawn its request for been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and it shall be deemed to be deleted compounded quarterly from the invoice date on which the over-payment was made until that amount has been paid in which it had been included full and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days whether before or after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objectionjudgment. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreement.

Disputed Amounts. (a) If the District Authority disputes the Contractor's entitlement to any portion or part of the amount set forth in an invoice submitted claimed by the Construction ManagerContractor pursuant to clause 37.2 (Report and Invoice) in respect of any Payment Period the provisions of this clause 37.5 shall apply. The Authority shall notify the Contractor in writing within ten (10) Business Days of receipt by the Authority of the relevant invoice and supporting report of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) which the Authority (acting in good faith) disputes (a Disputed Amount) and submit to the Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Contractor's entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed amounts. Response to Authority Notice Within five (5) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 37.5.2 (Disputed Amounts), the District Contractor shall provide written notice respond by notifying the Authority as to whether or not it agrees with the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute statements made in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required pursuant to this Agreement. (b) The District shall endeavor to provide a Notice of Payment Dispute to the Construction Manager within fourteen days after whichever of the following is applicable: (i) receipt of the invoice that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) of Section 7.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested by the District pursuant to Subsection (b) of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submitnotice. If the Construction Manager Contractor indicates that it does agree, or if the Contractor fails to make such a response within that time limit, the Authority shall be entitled: to retain on a permanent basis any amounts withheld pursuant to clause 37.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have been made to the Contractor together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over-payment was made until that amount has been paid in full and whether before or after judgment. Dispute If the Contractor responds (pursuant to clause 37.6 (Response to Authority Notice)) that it does not submit agree with all or any justification of a disputed amount within such ten-day periodthe statements made in any notice served by the Authority pursuant to clause 37.5.2 (Disputed Amounts), the Construction Manager matter or matters in question shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted from determined under the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objectionDispute Resolution Procedure. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreement.

Disputed Amounts. (a) If the District disputes The Authority may withhold payment of any portion or amount set forth in an invoice submitted by the Construction Managerit believes, acting reasonably, the District shall provide written notice Contractor is not entitled to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required pursuant to this Agreement. Contract (b"Disputed Amount") The District shall endeavor to provide a Notice pending agreement or determination of Payment Dispute the Contractor’s entitlement in relation to the Construction Manager within fourteen days after whichever Disputed Amount. The Authority shall notify the Contractor of the reasons for withholding the Disputed Amount (together with supporting evidence) on or before the day on which the Disputed Amount would (but for this Clause 24.1 (Disputed Amounts)) otherwise fall due. The Authority shall pay any undisputed amounts on or before the day on which they fall due. Within ten (10) Working Days following is applicable: (i) receipt of the invoice that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) Contractor of Section 7.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested any notice served by the District Authority pursuant to Subsection Clause 24.1 (bDisputed Amounts) (or such other notice regarding the existence of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment Disputea Disputed Amount as may be served by the Authority pursuant to this Contract), the Construction Manager may provide Contractor shall respond by notifying the Authority as to whether or not it agrees with the District any justification of a disputed amount as statements made in that notice and the Construction Manager desires to submitgrounds for such agreement or disagreement. If the Construction Manager Contractor indicates that it does not submit any justification of a disputed amount within such ten-day periodagree, the Construction Manager Authority shall be deemed entitled: to retain on a permanent basis any amounts withheld pursuant to Clause 24.1 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have withdrawn its request for been made to the Contractor, and reserves the right to claim interest on any such amount at the Prescribed Rate calculated on a daily basis and it shall be deemed to be deleted compounded quarterly from the invoice date on which the over-payment was made until that amount has been paid in which it had been included full and may not be re-invoiced by the Construction Managerwhether before or after judgment. If the Construction Manager Contractor responds pursuant to Clause 24.3 (Disputed Amounts) that it does submit not agree with all or any justification of the statements made in any notice served by the Authority pursuant to Clause 24.1 (Disputed Amounts) (or such other notice regarding the existence of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objection. (d) In the event of a continuing objection Disputed Amount as may be served by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted Authority pursuant to this Agreement Contract), the matter or matters in question shall be determined under the Dispute Resolution Procedure. If the determination of any Dispute conducted pursuant to Clause 24.4 (Disputed Amounts) shows that: the Authority has withheld any amount which the Contractor was entitled to be paid; or the Contractor has claimed under Clause 20 (Payment under CP&F) any amount which it was not entitled to be paid, the Authority shall pay such amount to the Contractor or the Contractor shall repay such amount to the Authority (as relevant) with interest (if applicable) in each case on that amount at the Prescribed Rate calculated on a daily basis and applicable law, but compounded quarterly from the District shall not be required date on which payment should have been made (in the case of a failure to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension Authority) or from the date on which the over payment was made (in the case of time for payment excessive claims by the District shall be Contractor) until all relevant monies have been paid in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, full and pending resolution of, any claim, disagreement whether before or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreementafter judgment.

Disputed Amounts. (1) The Authority may withhold payment of any amount it believes, acting reasonably, the Contractor is not entitled to pursuant to this Contract (“Disputed Amount”) pending agreement or determination of the Contractor’s entitlement in relation to the Disputed Amount. The Authority shall notify the Contractor of the reasons for withholding the Disputed Amount (together with supporting evidence) on or before the day on which the Disputed Amount would (but for this clause 46.m(1) (Disputed Amounts)) otherwise fall due. (2) The Authority shall pay any undisputed amounts on or before the day on which they fall due. (3) Within ten (10) Business Days following receipt by the Contractor of any notice served by the Authority pursuant to clause 46.m(1) (Disputed Amounts) (or such other notice regarding the existence of a Disputed Amount as may be served by the Authority pursuant to this Contract), the Contractor shall respond by notifying the Authority as to whether or not it agrees with the statements made in that notice and the grounds for such agreement or disagreement. If the Contractor indicates that it does agree, the Authority shall be entitled: (a) If the District disputes to retain on a permanent basis any portion or amount set forth in an invoice submitted by the Construction Manager, the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required withheld pursuant to this Agreement.clause 46.m(1) (Disputed Amounts); and (b) The District shall endeavor to provide a Notice reclaim from the Contractor the amount of Payment Dispute any over-payment which may have been made to the Construction Manager within fourteen days Contractor, and reserves the right to claim interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over- payment was made until that amount has been paid in full and whether before or after whichever judgment. (4) If the Contractor responds pursuant to clause 46.m(3) (Disputed Amounts) that it does not agree with all or any of the following is applicable: (i) receipt of the invoice that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating to the disputed amount(s) provided statements made in any notice served by the Construction Manager Authority pursuant to clause 46.m(1) (Disputed Amounts) (or such other notice regarding the existence of a Disputed Amount as may be served by the Authority pursuant to this Contract), the matter or matters in accordance with Subsection question shall be determined under the Dispute Resolution Procedure. (5) If the determination of any Dispute conducted pursuant to clause 46.m(4) (Disputed Amounts) shows that: (a) the Authority has withheld any amount which the Contractor was entitled to be paid; or (b) the Contractor has claimed under Condition 36 (Payment and Recovery of Section 7.6; or (iiiSums Due) failure of any amount which it was not entitled to be paid, the Construction Manager to timely provide information or documentation relating Authority shall pay such amount to the disputed amount(sContractor or the Contractor shall repay such amount to the Authority (as relevant) requested with interest (if applicable) in each case on that amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which payment should have been made (in the case of a failure to pay by the District pursuant to Subsection (bAuthority) of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted or from the invoice date on which the over payment was made (in which it had been included and may not be re-invoiced the case of excessive claims by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days Contractor) until all relevant monies have been paid in full and whether before or after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objectionjudgment. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreement.

Disputed Amounts. (a) If In the District disputes any portion or amount set forth event a Milestone has not been completed in an invoice submitted by accordance with the Construction Managerrequirements of this Contract, including the District Statement of Work, Purchaser shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute so notify Contractor in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, writing within the time required pursuant to this Agreement. (b) The District shall endeavor to provide a Notice of Payment Dispute to the Construction Manager within fourteen [***…***] days after whichever the conditions in Article 5.1.2(i) and (ii) have been met, and within [***…***] days thereafter provide in reasonable detail the Contract requirements associated with the applicable Milestone that have not been met. Upon correction of the following is applicable: noted discrepancy or discrepancies and completion of the Milestone in accordance with the Contract requirements, payment shall be made as follows: (i) if correction is made within the period of [***…***] days after the date of receipt by Purchaser of the invoice that includes invoice, then payment shall be made at the disputed amount(s)end of such [***…***] day period; or (ii) (ii) if correction is not made within the period of [***…***] days after the date of receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) of Section 7.6; or (iii) failure Purchaser of the Construction Manager to timely provide information or documentation relating to invoice, then Contractor shall resubmit the disputed amount(s) requested by the District pursuant to Subsection (b) of Section 7.6. (c) Not later than ten invoice and payment shall be made within [***…***] days after the date of receipt of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted from the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation Purchaser of the District’s continuing objectioninvoice. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . . (d) In the event of ***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Failure to pay any amount subject to a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the reasonable good faith dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute constitute a material breach under this Contract until resolved by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreement.

Disputed Amounts. (a) If the District Authority disputes the Contractor’s entitlement to any portion or part of the amount set forth in an invoice submitted claimed by the Construction Manager, the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required Contractor pursuant to this Agreement. clause 23 (bPayment Provisions), the provisions of this clause 23.6 (Disputed Amounts) shall apply. The District Authority shall endeavor notify the Contractor in writing within ten (10) Business Days after receipt by the Authority of the relevant invoice and supporting information of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to provide quantify it) which the Authority (acting in good faith) disputes (a Notice of Payment Dispute “Disputed Amount”) and submit to the Construction Manager within fourteen days after whichever Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the following is applicable: (i) receipt of the invoice that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating Contractor’s entitlement in relation to the disputed amount(sDisputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) provided Business Days following receipt by the Construction Manager in accordance with Subsection (b) Contractor of Section 7.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested any notice served by the District Authority pursuant to Subsection clause 23.6.2 (b) of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment DisputeDisputed Amounts), the Construction Manager may provide Contractor shall respond by notifying the Authority as to whether or not it agrees with the District any justification of a disputed amount as the Construction Manager desires to submitstatements made in that notice. If the Construction Manager Contractor indicates that it does not submit any justification of agree, or if the Contractor fails to make such a disputed amount response within such ten-day periodthat time limit, the Construction Manager Authority shall be deemed entitled: to retain on a permanent basis any amounts withheld pursuant to clause 23.6.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have withdrawn its request for been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and it shall be deemed to be deleted compounded quarterly from the invoice date on which the over-payment was made until that amount has been paid in which it had been included full and may not be re-invoiced by the Construction Managerwhether before or after judgment. If the Construction Manager Contractor responds (pursuant to clause 23.7 (Response to Authority Notice)) that it does submit not agree with all or any justification of a disputed amount, not later than ten days after receipt of such justificationthe statements made in any notice served by the Authority pursuant to clause 23.7.2 (Disputed Amounts), the District shall either pay the disputed amount matter or provide Construction Manager with a written explanation of the District’s continuing objection. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above matters in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District question shall be in addition to any extension of time available to determined under the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this AgreementDispute Resolution Procedure.

Disputed Amounts. After Buyer receives the Objection Notice, Buyer and Seller shall use commercially reasonable efforts to resolve their disagreements about the Disputed Amounts. Notwithstanding anything to the contrary in this Section 1.5(c), if Buyer and Seller have not resolved all their disagreements regarding the Disputed Amounts by the 15th day after Buyer's receipt of the Objection Notice, then either Buyer or Seller may submit such disagreements to resolution pursuant to Section 1.5(f) and Buyer's obligation to pay the Second Payment shall be suspended until the Disputed Amounts are finally resolved either by agreement between Buyer and Seller or by arbitration pursuant to Section 1.5(f); provided, however, that if the aggregate amount of the Adjustments (a) If the District disputes any portion or amount as set forth in the Adjustment Notice) is less than $1,000,000, then Buyer shall pay to Seller an invoice submitted by amount equal to (x) $1,000,000 minus (y) the Construction Manageraggregate amount of the Adjustments (as set forth in the Adjustment Notice), the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to partial payment of each disputed amount (“Notice of the Second Payment Dispute”). Notwithstanding any such dispute, not later than the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required pursuant to this Agreement. (b) The District shall endeavor to provide a Notice of Payment Dispute to the Construction Manager within fourteen days 5th day after whichever of the following is applicable: (i) Buyer's receipt of the invoice Objection Notice; provided, further, that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) of Section 7.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested by the District pursuant to Subsection (b) of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager payment shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted from the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objection. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required credited against Buyer's obligation to pay the disputed amount prior to resolution Second Payment when the disagreements regarding the Disputed Amounts finally are resolved and the remainder of the dispute by Second Payment (if any) is paid. Notwithstanding anything in this Agreement to the Parties. Any such extension contrary, the arbitrator may not in any arbitration of time for payment by any disagreement over the District Disputed Amounts determine that the amount of the Adjustments shall be less than the excess of the aggregate amount of the Adjustments (as set forth in addition to any extension the Adjustment Notice) over the aggregate amount of time available to the District pursuant to Section 7.6 herein. Notwithstanding Disputed Amounts (as set forth in the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this AgreementObjection Notice).

Disputed Amounts. 35.5.1 The Authority may withhold payment of any amount it believes the Contractor is not entitled to pursuant to this Agreement ("Disputed Amount") pending agreement or determination of the Contractor’s entitlement in relation to the Disputed Amount but shall pay any undisputed amounts on or before the Relevant Day. The Authority shall act in good faith when exercising its rights under this Clause 35.5. 35.5.2 Within ten (10) Working Days following receipt by the Contractor's Representative of any Notice served by the Authority's Representative pursuant to Clause 35.3, the Contractor's Representative shall respond by Notifying the Authority's Representative as to whether or not it agrees with the statements made in that notice and the grounds for such agreement or disagreement. If the Contractor indicates that it does agree, or if the Contractor's Representative fails to make such a response within that time limit, the Authority shall be entitled: (a) If the District disputes to retain on a permanent basis any portion or amount set forth in an invoice submitted by the Construction Manager, the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required withheld pursuant to this Agreement.Clause 35.5.1; and (b) The District shall endeavor to provide a Notice reclaim from the Contractor the amount of Payment Dispute any over-payment which may have been made to the Construction Manager within fourteen days Contractor together with interest on any such amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which the over- payment was made until that amount has been paid in full and whether before or after whichever judgment. 35.5.3 If the Contractor's Representative responds pursuant to Clause 35.5.2 that it does not agree with all or any of the following is applicable: (i) receipt of the invoice that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating to the disputed amount(s) provided statements made in any notice served by the Construction Manager Authority pursuant to Clause 35.3, the matter or matters in accordance with Subsection question shall be determined under the Dispute Resolution Procedure. 35.5.4 If the determination of any Dispute shows that: (a) the Authority has withheld any amount which the Contractor was entitled to be paid; or (b) of Section 7.6; or (iii) failure of the Construction Manager Contractor has claimed under Clause 35.2 any amount which it was not entitled to timely provide information or documentation relating be paid, the Authority shall pay such amount to the disputed amount(s) requested Contractor or the Contractor shall repay such amount to the Authority with interest in each case on that amount at the Prescribed Rate calculated on a daily basis and compounded quarterly from the date on which payment should have been made (in the case of failure to pay by the District pursuant to Subsection (bAuthority) of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted or from the invoice date on which over payment was made (in which it had been included and may not be re-invoiced the case of excessive claims by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days Contractor) until all relevant monies have been paid in full and whether before or after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objectionjudgment. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreement.

Disputed Amounts. (a) If In the District disputes any portion or amount set forth event a Milestone has not been completed in an invoice submitted by accordance with the Construction Managerrequirements of this Contract, including the District Statement of Work, Purchaser shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute so notify Contractor in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, writing within the time required pursuant to this Agreement. (b) The District shall endeavor to provide a Notice of Payment Dispute to the Construction Manager within fourteen [***…***] days after whichever the conditions in Article 5.1.2(i) and (ii) have been met, and within [***…***] days thereafter provide in reasonable detail the Contract requirements associated with the applicable Milestone that have not been met. Upon correction of the following is applicable: noted discrepancy or discrepancies and completion of the Milestone in accordance with the Contract requirements, payment shall be made as follows: (i) if correction is made within the period of [***…***] days after the date of receipt by Purchaser of the invoice that includes invoice, then payment shall be made at the disputed amount(s)end of such [***…***] day period; or (ii) if correction is not made within the period of [***…***] days after the date of receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) of Section 7.6; or (iii) failure Purchaser of the Construction Manager to timely provide information or documentation relating to invoice, then Contractor shall re-submit the disputed amount(s) requested by the District pursuant to Subsection (b) of Section 7.6. (c) Not later than ten invoice and payment shall be made within [***…***] days after the date of receipt of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted from the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation Purchaser of the District’s continuing objection. (d) In the event of invoice. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***...***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Failure to pay any amount subject to a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the reasonable good faith dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute constitute a material breach under this Contract until resolved by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreement.

Disputed Amounts. The Client shall not have any right to dispute (aor withhold payment with respect to) the Base Charge or any Provider Key Personnel Charge other than a Provider Key Personnel Charge described in the last sentence of Section 4.7 that the Client has not agreed to. If the District Client in good faith disputes any portion or amount set forth in an invoice submitted by of the Construction Managerremaining Charges that the Client has a right to dispute, then the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to Client may withhold from its payment of each the relevant invoice the amount of the disputed Charge but not to exceed the lesser of (i) the amount of the disputed Charge or (“Notice ii) ten percent (10%) of Payment Dispute”the amount of the relevant invoice (excluding the Base Charge, any Provider Key Personnel Charge that the Client has no right to dispute and any Transfer Taxes). Notwithstanding If Client withholds any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required payment pursuant to this Agreement. (b) The District Section 4.2(c), Client shall endeavor to provide a Notice of Payment Dispute to notify Provider in writing by the Construction Manager within fourteen days after whichever payment due date of the following is applicable: (i) receipt of basis for such withholding and the invoice that includes parties shall resolve the disputed amount(s); (ii) receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) of Section 7.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested by the District Dispute pursuant to Subsection (b) Article 13. Regardless of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted from the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objection. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, Client shall remit to Provider in accordance with this Section 4.2(c) the Construction Manager shall continue to provide and perform invoiced amount minus the CM Services required amount properly withheld pursuant to the second sentence of this AgreementSection 4.2(c). If, pursuant to the Dispute resolution process, it is determined that Client must pay such withheld amounts, or some portion thereof, then in accordance with such Dispute resolution Client shall pay to Provider such withheld amounts or such portion thereof, plus interest accrued on such withheld amounts at the rate set forth in Section 4.2(b) from the date such withheld amount was first due but for Client's dispute. The parties acknowledge and agree that a fundamental premise of this Agreement is that Provider has undertaken expenditures in connection with its provision of the Services and requires payment of amounts due Provider in order to meet such expenditures. Accordingly, Client may not set off against any amounts due Provider hereunder any amounts which Client believes are owed by Provider to Client. If the Provider has overcharged the Client under this Agreement and the Client has paid such overcharge (the "Over Payment") and it is later determined pursuant to the Dispute resolution process, that such an Overpayment has occurred, then the Provider shall, in addition to the return of the Overpayment, also pay interest accrued on such Overpayment at the rate set forth in Section 4.2(b) from the date the Provider first made demand in writing for the return of the Overpayment.

Disputed Amounts. (a) 22.6.1 If the District Authority disputes the Operator’s entitlement to any portion or part of the amount set forth claimed by the Operator pursuant to clause 22.4 (Invoice) in respect of any Contract Month the provisions of this clause 22.6 (Disputed Amounts) shall apply. 22.6.2 The Authority shall notify the Operator in writing within five (5) Business Days of receipt by the Authority of the relevant invoice and supporting report of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to quantify it) which the Authority (acting in good faith) disputes (a “Disputed Amount”) and submit to the Operator such supporting evidence as the Authority may have. 22.6.3 Where the Authority serves a notice pursuant to clause 22.6.2 the Operator shall, within three (3) Business Days of receipt of the Authority’s notice, submit to the Authority an invoice submitted by for the Construction Manager, undisputed element of the District shall provide written notice relevant invoice and for any VAT payable to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute Authority in detail reasonably sufficient to explain the District’s objection to payment respect of each disputed that amount (the “Notice of Payment DisputeUndisputed Invoice”). Notwithstanding any such dispute, the District . 22.6.4 The Authority shall pay the amount stated in the Undisputed Invoice submitted in accordance with clause 22.6.3 by the later of seven (7) Business Days of its receipt and the date when the invoice would fall to be paid had it not been disputed. 22.6.5 The Authority may withhold payment of any Disputed Amount pending agreement or determination of the Operator’s entitlement in relation to the Disputed Amount but shall pay on the due date any undisputed portions amounts. 22.6.6 Any report, notice or amounts of an invoice, if any, within the time required invoice pursuant to this Agreement. (b) The District shall endeavor to provide a Notice of Payment Dispute to the Construction Manager within fourteen days after whichever of the following is applicable: (i) receipt of the invoice that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) of Section 7.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested by the District pursuant to Subsection (b) of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager clause 22 shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted from the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification received two (2) Business Days after date of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objectionissue unless actually received earlier. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreement.

Disputed Amounts. (a) If the District disputes any portion or amount set forth in an invoice submitted by the Construction Manager, the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required pursuant to this CM Agreement. (b) The District shall endeavor to provide a Notice of Payment Dispute to the Construction Manager within fourteen days after not later than whichever of the following is applicable: (i) fourteen days after receipt of the invoice that includes the disputed amount(s); (ii) fourteen days after receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) of Section 7.66.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested by the District pursuant to Subsection (b) of Section 7.66.6 prior to the expiration of the maximum fourteen-day period specified therein for providing such information or documentation. (c) Not later than ten days after receipt of any Notice of Payment Dispute, the Construction Manager may shall provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted from the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objection. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this CM Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 6.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this CM Agreement.

Disputed Amounts. (a) If the District Authority disputes the Contractor’s entitlement to any portion or part of the amount set forth in an invoice submitted claimed by the Construction Manager, the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required Contractor pursuant to this Agreement. clause 44 (bPayment Provisions), the provisions of this clause 44.5 (Disputed Amounts) shall apply. The District Authority shall endeavor notify the Contractor in writing within ten (10) Business Days after receipt by the Authority of the relevant invoice and supporting information of that part of the amount (insofar as at the time of such notice the Authority is reasonably able to provide quantify it) which the Authority (acting in good faith) disputes (a Notice of Payment Dispute “Disputed Amount”) and submit to the Construction Manager within fourteen days after whichever Contractor such supporting evidence as the Authority may have. The Authority may withhold payment of any Disputed Amount pending agreement or determination of the following is applicable: (i) receipt of the invoice that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating Contractor’s entitlement in relation to the disputed amount(sDisputed Amount but shall pay on the due date any undisputed amounts. Within ten (10) provided Business Days following receipt by the Construction Manager in accordance with Subsection (b) Contractor of Section 7.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested any notice served by the District Authority pursuant to Subsection clause 44.5.2 (b) of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment DisputeDisputed Amounts), the Construction Manager may provide Contractor shall respond by notifying the Authority as to whether or not it agrees with the District any justification of a disputed amount as the Construction Manager desires to submitstatements made in that notice. If the Construction Manager Contractor indicates that it does not submit any justification of agree, or if the Contractor fails to make such a disputed amount response within such ten-day periodthat time limit, the Construction Manager Authority shall be deemed entitled: to retain on a permanent basis any amounts withheld pursuant to clause 44.5.3 (Disputed Amounts); and to reclaim from the Contractor the amount of any over-payment which may have withdrawn its request for been made to the Contractor, together with interest on any such amount at the Prescribed Rate calculated on a daily basis and it shall be deemed to be deleted compounded quarterly from the invoice date on which the over-payment was made until that amount has been paid in which it had been included full and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days whether before or after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objectionjudgment. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreement.

Disputed Amounts. (a) If Where any Disputed Amount is retained from any final payment pursuant to Section 2.8(f), FID shall so notify the District disputes Seller in writing, and shall pay such Disputed Amount into a separate bank account in the joint names of the Seller and FID until the relevant claim has been Determined and during such period, neither party shall be entitled to withdraw, or allow any portion or amount set forth in an invoice submitted by the Construction Managerthird party to withdraw, the District shall provide written notice to the Construction Manager specifying each disputed amount and setting forth the basis Disputed Amount from such account, or bases for the dispute in detail reasonably sufficient to explain the District’s objection to payment otherwise establish or permit any charge, lien or other right or encumbrance of each disputed amount (“Notice of Payment Dispute”). Notwithstanding any third party over such dispute, the District shall pay the undisputed portions or amounts of an invoice, if any, within the time required pursuant to this Agreementaccount. (b) The District Any Disputed Amount shall endeavor to provide a Notice of Payment Dispute be paid to the Construction Manager within fourteen days after whichever account of the following is applicable: (i) receipt of the invoice that includes the disputed amount(s); (ii) receipt of additional supporting information or documentation relating to the disputed amount(s) provided by the Construction Manager in accordance with Subsection (b) of Section 7.6; or (iii) failure of the Construction Manager to timely provide information or documentation relating to the disputed amount(s) requested by the District Seller designated pursuant to Subsection (bSection 2.1(b)(i) of Section 7.6or retained by FID, in each case as may be Determined, promptly after the claim to which the Disputed Amount relates has been Determined together with all interest accrued in the joint account on the amount so paid. (c) Not later than ten days after receipt of The provisions set forth in Section 9.2 shall apply to any Notice of Payment Dispute, the Construction Manager may provide claim to which a Disputed Amount relates and accordingly any Disputed Amount shall be released to the District any justification Seller if legal proceedings are not initiated in respect of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount it by FID or LEC within such ten-day period, the Construction Manager shall be deemed to have withdrawn its request for such amount and it shall be deemed to be deleted from the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation 9 months of the District’s continuing objectiondelivery of the relevant Claim Notice or Indemnification Demand. (d) In If on the event date on which any Remeasure Payment is paid to the Seller, legal proceedings have not been issued in relation to a claim to which a Disputed Amount relates, FID or LEC shall provide to the Seller a written opinion from counsel (of at least ten year’s calling), indicating that the claim to which the Disputed Amount relates is bona fide and has a continuing objection by the District to payment reasonable prospect of a disputed amount after exchange of information as provided above in this Sectionsuccess, the Parties failing which such Disputed Amount may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay deducted from the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District Remeasure Payment and shall be in addition to any extension of time available paid to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this AgreementSeller.

Disputed Amounts. (a) If the District disputes any portion or amount set forth in an invoice Any Invoice submitted by the Construction Manager, the District ATS shall provide written notice be final as to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute Customer unless Customer shall have notified ATS in detail reasonably sufficient to explain the District’s objection to payment of each disputed amount writing (a “Notice of Payment DisputeDisagreement”)) within ninety (90) days of the Invoice date of a disagreement with respect to all or a portion of any Invoice. Notwithstanding any such dispute, Such Notice of Disagreement shall specify the District dollar amount of the disagreement (the “Disputed Amount”) and identify in reasonable detail the basis of Customer’s good faith determination that the invoice amount is incorrect. Customer shall pay the undisputed portions or when due all amounts other than Disputed Amounts. Following receipt by ATS of an invoice, if any, within the time required pursuant to this Agreement. (b) The District shall endeavor to provide a Notice of Payment Dispute Disagreement, ATS and Customer shall use good faith efforts to the Construction Manager resolve such Disputed Amounts. If ATS and Customer are unable to satisfactorily resolve such Disputed Amounts within fourteen thirty (30) days after whichever of ATS’ receipt of the following is applicable: Notice of Disagreement, the Disputed Amount shall be settled by arbitration in Honolulu, Hawaii, in accordance with the rules then prevailing of the American Arbitration Association for Commercial Disputes; provided, however, that (i) receipt in the event of any conflict between this and any other provision of this Agreement and such rules, the invoice that includes the disputed amount(s); provisions of this Agreement shall prevail, and (ii) receipt of additional supporting information or documentation relating to the disputed amount(sany claim must be presented for arbitration within six (6) provided by the Construction Manager in accordance with Subsection (b) of Section 7.6; or (iii) failure months of the Construction Manager date upon which the aggrieved Party became aware of, or should have become aware of, the alleged claim. Failure to timely provide information or documentation relating to assert a claim within six (6) months shall forever bar assertion of the disputed amount(s) requested by the District pursuant to Subsection (b) of Section 7.6. (c) Not later than ten days after receipt claim. The results of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager arbitration shall be deemed to have withdrawn its request for such amount final and it shall be deemed to be deleted from the invoice in which it had been included and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days after receipt of such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objection. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, binding upon the Parties and judgment thereon may resolve the dispute be entered in the manner permitted pursuant to this Agreement and applicable law, but the District shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, any claim, disagreement or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreement.Hawaii court

Disputed Amounts. (a) If the District disputes any portion or amount set forth in an invoice submitted by the Construction Manager, the District ALERE shall provide written notice be permitted to the Construction Manager specifying each disputed amount and setting forth the basis or bases for the dispute in detail reasonably sufficient to explain the District’s objection to withhold payment of each disputed amount any amounts, invoiced to or otherwise payable by ALERE pursuant to this Agreement that ALERE, in good faith, disputes or contests (“Notice of Payment Dispute”"Disputed Amounts"). Notwithstanding any , either by deducting the Disputed Amount from ALERE's payment on such dispute, invoice or payment due or by recouping the District shall pay the undisputed portions Disputed Amount against future Service Fees or other amounts of an invoice, if any, within the time required owing for Services furnished or arranged by Subcontractor pursuant to this Agreement. . However, Dispute Amounts may only be withheld and deducted by ALERE to the extent that the aggregate amounts so withheld do not at any time exceed twenty-five percent (b25%) The District of the total annual aggregate compensation payable to Subcontractor pursuant to this Agreement (if ALERE wishes to dispute a greater amount, it shall endeavor pay the disputed invoices and refer the matter to provide arbitration hereunder) and ALERE has delivered to Subcontractor written notice (a Notice of "Payment Dispute to the Construction Manager within fourteen days after whichever Notice") setting forth a detailed explanation of the factual basis for the dispute. To contest any such withheld, offset or recouped amounts, Subcontractor shall, within ten (10) business days following is applicable: (i) receipt of the invoice that includes Payment Dispute Notice, provide the disputed amount(s); (ii) receipt ALERE Representative with a detailed written explanation of additional supporting information or documentation relating the factual basis upon which Subcontractor, in good faith, contests the Payment Dispute Notice. Thereafter, the Parties shall negotiate in good faith to the disputed amount(s) provided resolve all issues raised by the Construction Manager in accordance with Subsection Payment Dispute Notice. In the event that ALERE and Subcontractor are unable to resolve the dispute within ten (b10) business days following from the date of Section 7.6; or (iii) failure of the Construction Manager Subcontractor's response, either Party may proceed to timely provide information or documentation relating to the disputed amount(s) requested arbitration as provided herein. Subcontractor acknowledges that all recoupment, withhold and offset rights authorized by the District pursuant to Subsection (b) of Section 7.6. (c) Not later than ten days after receipt of any Notice of Payment Dispute, the Construction Manager may provide to the District any justification of a disputed amount as the Construction Manager desires to submit. If the Construction Manager does not submit any justification of a disputed amount within such ten-day period, the Construction Manager shall be deemed to have withdrawn its request for such amount and it this Agreement shall be deemed to be deleted from and to constitute rights of recoupment authorized in state or federal law or in equity to the invoice maximum extent possible under law or in which it had been included equity and may not be re-invoiced by the Construction Manager. If the Construction Manager does submit any justification of a disputed amount, not later than ten days after receipt of that such justification, the District shall either pay the disputed amount or provide Construction Manager with a written explanation of the District’s continuing objection. (d) In the event of a continuing objection by the District to payment of a disputed amount after exchange of information as provided above in this Section, the Parties may resolve the dispute in the manner permitted pursuant to this Agreement and applicable law, but the District rights shall not be required to pay the disputed amount prior to resolution of the dispute by the Parties. Any such extension of time for payment by the District shall be in addition subject to any extension of time available to the District pursuant to Section 7.6 herein. Notwithstanding the existence of, and pending resolution of, requirement or prior or other approval from any claim, disagreement court or dispute between the Parties in regard to any disputed amount, the Construction Manager shall continue to provide and perform the CM Services required pursuant to this Agreementother Government Authority that may now or hereafter have jurisdiction over ALERE or Subcontractor.