Extraordinary Adjustments Sample Clauses

Extraordinary Adjustments. Notwithstanding the Annual Adjustment referenced above, should it be deemed necessary in order to maintain or enhance competitiveness, or address current operational, recruitment, or retention challenges at any Division covered by this Agreement, the ERRC may vary the Annual Adjustment in an amount and/or format different from that described above.

Extraordinary Adjustments. Except as provided herein, Franchisee may not request adjustments to Maximum Service Rates in years during which Index-Based Rate Adjustments are scheduled to be applied and must follow the timeline described in Section 3. Notwithstanding the above, Franchisee may request extraordinary adjustments to Maximum Service Rates due to changes in law affecting collection operations, including for compliance with the California Air Resource Board’s (CARBS’s) Advanced Clean Fleet (ACF) electrification mandate. The City may, but is not obligated to, consider requests for extraordinary adjustment to Maximum Service Rates due to changes in law affecting Post-Collection Services. Requests for extraordinary changes in Maximum Service Rates are subject to good faith negotiations between City and Franchisee. In the event of any Change in Scope or Change in Law (each as described below) that results in an material increase or decrease in Franchisee’s costs or revenues, in the event of an Extraordinary Cost Increase (as defined below), or in the event of any Change in Fees (as described below), an appropriate adjustment will be made to the Maximum Service Rates in order to compensate, to the maximum extent possible, for such increase or decrease in costs, revenues or Fees, commencing from the Effective Date(s) such increase or decrease first occurs. Any adjustment to Maximum Service Rates due to a Change in Scope, a Change in Law or an Extraordinary Cost Increase shall be in the reasonable discretion of the City.

Extraordinary Adjustments. Contractor may request an adjustment to maximum rates in the event of extraordinary changes in the cost of providing service under this Agreement. Extraordinary rate adjustments may be requested no more than once per year. Reasons for such extraordinary rate adjustment requests shall not include changes in Recyclable Material or Green Waste tipping fees or processing costs, changes in the market value of Recyclables from the values assumed in Contractor’s Proposal, discontinuance of Diversion credit for any form of Transformation or closure of any such facility (see Section 4.2.5), changes to costs or programs related to Organics Recycling programs as described in Section 4.1.15, inaccurate estimates by Contractor of its proposed cost of operations, unionization of Contractor’s work force, or change in wage rates or employee benefits. Contractor may request an extraordinary adjustment based upon changes after, and unanticipated as of, the Effective Date in a direct per ton fee assessed by federal, state or local regulatory agencies at the landfill(s) approved and used for waste disposal under this Agreement. Extraordinary rate adjustments shall only be effective after approval by the City Council and may not be applied retroactively. For each request for an adjustment to the maximum rates that Contractor may charge Customers brought pursuant to this Section, Contractor shall prepare a schedule documenting the extraordinary costs. Such request shall be prepared in a form acceptable to City with support for assumptions made by Contractor in preparing the estimate. Contractor shall also submit a schedule showing how its total costs and total revenues have changed over the past three (3) years for the services provided under this Agreement. City may request a copy of Contractor’s annual financial statements, both covering the services provided in City and the company as a whole, in connection with City’s review of Contractor’s rate adjustment request. City shall review Contractor’s request and, in City’s sole judgment and absolute, unfettered discretion, make the final determination as to whether an adjustment to the maximum rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. City may consider increases or decreases in Contractor’s total revenues and total cost of services when reviewing an extraordinary rate adjustment request. City may require Contractor to fund a review of any extraordinary rate adjustment, by a...

Extraordinary Adjustments. In addition to the adjustments provided above, the Rates shall, upon written request of Licensee, be further adjusted to fully capture increased expenses and lost revenue associated with performance of the collection services hereunder due to any one or more of the following causes: i. Uncontrollable Circumstance (see Section 10); ii. Changes in Applicable Law that is effective after the Effective Date of this Agreement; iii. Increase in surcharges, fees, assessments or taxes levied by federal, state or local regulatory authorities or other governmental entities related to the collection services; iv. Changes in baseline assumptions, such as changes in volumes collected and changes in the amount of container contamination; v. Increase in the cost of transportation, including fuel and third-party transportation costs, as determined by reference to the Energy Information Administration of the U.S. Department of Energy's ("EIA/DOE") Weekly Retail on Highway Diesel Prices for the U.S. vi. Changes in the cost of labor as determined by the U.S. Bureau of Labor Standards, Employment Cost Index CIU20100005200000I, Total compensation, Private industry, Transportation and material moving, Collective Bargaining Agreement or Actual Labor and Benefits Increases (or an equivalent). vii. Changes in the cost of equipment as determined by the U.S. Bureau of Labor Standards, Producer Price Index, PCU336120336120, Heavy duty truck manufacturing and costs arising from supply chain impacts (or an equivalent). viii. Any other extraordinary circumstances or causes or reasons that are not within the reasonable control of Licensee. If Licensee requests a Rate adjustment pursuant to this Section 5(D), it shall prepare a Rate adjustment request setting forth its calculations of the increased costs/lost revenue and accompanying adjustment to the Rates necessary to offset such increased costs/lost revenue. The City may request documentation and data reasonably necessary to evaluate such request by Licensee, and may retain, at its own expense, an independent third party to audit and review such documentation and request. If such third party is retained, the City shall take reasonable steps, consistent with Applicable Law, to protect the confidential or proprietary nature of any data or information supplied by Licensee. The City shall approve all properly calculated Rate adjustments within ninety (90) days of Licensee’s request, and the adjusted Rates shall be deemed to take effect as o...

Extraordinary Adjustments. Deleted: Contractor Deleted: Contractor

Extraordinary Adjustments. Franchisee or City may request an adjustment to rates at times other than that required in Section 8.3 for unusual changes in the cost of providing service under this Agreement. Such changes may include, but are not limited to, changes in laws, ordinances, or regulations, and significant changes in Franchisee's workload due to new residential or commercial development. However, when an extraordinary adjustment is requested, such adjustment shall consider changes in all costs and revenues from Franchisee's proposed revenue requirement. For each such request, Franchisee shall prepare a schedule comparing the original proposed costs and revenues by line item to the then current costs and revenues, including an estimates of the cost impact of the change, using an operating ratio of 93%, applied to Franchisee's costs as calculated in Franchisee's proposed revenue requirement. Such request shall be prepared in a form acceptable to City with support for assumptions made by Franchisee in preparing the estimate. Franchisee and City shall negotiate a mutually acceptable adjustment amount.

Extraordinary Adjustments. In addition to the annual adjustments, Patheon may request a Price adjustment with [***] written notice if direct and documented costs have increased by [***] or more since the last Price adjustment due to conditions outside of Patheon’s reasonable control. Any such adjustment must be supported by reasonably detailed documentation indicating such increase, which shall not be unreasonably withheld. Any such Extraordinary Adjustment shall result in proportional reduction in any Annual Adjustment thereafter ensuring any such Extraordinary Adjustment does not result in a double price increase.

Extraordinary Adjustments. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, (x) the Company changes the number of Shares, or Parent changes the number of Parent Shares, issued and outstanding as a result of a stock split, stock combination, dividend of stock or other securities (or a record date within such period with respect to such a dividend), recapitalization, redenomination of share capital or other similar transaction (which, for the avoidance of doubt, shall not include the exercise or conversion of any security identified on Schedule 2.1(f) to this Agreement), the Exchange Fraction and other items dependent thereon shall be appropriately adjusted to provide to the holders of Shares the same economic effect and percentage ownership of Parent Shares as contemplated by this Agreement prior to such stock split, stock combination, dividend, recapitalization, redenomination or similar transaction, or (y) the Company changes the number of Shares issued and outstanding (except as a result of the exercise or conversion of outstanding exercisable or convertible securities) or issues additional Company Derivative Securities, the Exchange Fraction and other items dependent thereon shall be appropriately reduced.

Extraordinary Adjustments. In addition to the annual adjustment provided by subsection (b) above, the Rates shall, upon written request of Company, be further adjusted to fully capture increased expenses and lost revenue associated with performance of the Collection Services hereunder due to any one or more of the following causes: 1. Uncontrollable Circumstance (see Section 10); 2. Changes in Applicable Law that is effective after the Effective Date of this Agreement; 3. Increase in surcharges, fees, assessments or taxes levied by federal, state or local regulatory authorities or other governmental entities related to the Collection Services; 4. Changes in baseline assumptions, such as changes in volumes collected 5. Increase in the cost of transportation, including fuel and third-party transportation costs, as determined by reference to the Energy Information Administration of the U.S. Department of Energy's ("EIA/DOE") Weekly Retail on Highway Diesel Prices for the U.S.