Pricing Procedure Sample Clauses
The Pricing Procedure clause defines the method and process by which prices for goods or services are determined under the agreement. It typically outlines whether prices are fixed, variable, or subject to adjustment based on specific indices, market rates, or cost changes, and may specify how and when price reviews or updates occur. This clause ensures both parties have a clear understanding of how pricing will be calculated and adjusted, reducing the risk of disputes and providing transparency in financial arrangements.
Pricing Procedure. The “Fair Market Value” of any non-cash consideration offered or received in connection with a Transfer under Section 4 as of any given date shall be determined as follows:
(a) If such security is listed on any established stock exchange or a national market system (other than The Pink Sheets), its Fair Market Value shall be the closing sales price of such security (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Offering Investor deems reliable;
(b) If such security is regularly quoted by a recognized securities dealer but its selling price is not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for such security on the day of determination; or
(c) In the absence of an established market for such security or other asset, its Fair Market Value shall be the price at which such security or asset would be sold in a current, arms-length transaction between a willing buyer and willing seller, as determined by an independent internationally recognized investment bank using customary valuation methods and procedures.
Pricing Procedure. (i) Without limiting Section 4.4(d), if T&M Services not included in the Annual Operating Plan that would constitute a Major Undertaking are requested by Owner or O&M Contractor, O&M Contractor shall provide a proposed firm fixed price for performing such services, including any Spare Parts or Consumables. Owner shall respond promptly (and in any event within five (5) Business Days, unless a longer period is mutually agreed to between the Parties or is otherwise required under the terms of any financing agreement with a Project Lender, with notice of such longer period provided to O&M Contractor) to any O&M Contractor proposal for T&M Services delivered by Owner, and either provide O&M Contractor with written authorization to initiate the requested services on the proposed fixed fee or at T&M Cost or inform O&M Contractor that O&M Contractor is not authorized to initiate the requested services. Notwithstanding the foregoing, for any T&M Services for which a fixed fee is specified in Exhibit A-2, O&M Contractor shall obtain Owner’s approval to perform such services but shall not submit or negotiate any other fee arrangement.
(ii) Without limiting O&M Contractor’s rights to compensation for an Emergency as provided in Section 4.5 and except as otherwise expressly permitted pursuant to Section 4.4(d), O&M Contractor shall not perform any T&M Services unless and until Owner authorizes O&M Contractor to do so in writing. Upon the receipt of written authorization from Owner, O&M Contractor shall promptly perform such T&M Services; provided that, if the authorization for such T&M Services is based on an estimate (rather than a firm fixed price), O&M Contractor shall not exceed (or allow its Subcontractors working on such T&M Services to in the aggregate incur cost overruns which result in an exceedance of) the estimated cost for such services as disclosed to Owner by O&M Contractor under the applicable order for T&M Services (or response thereto) without Owner’s prior written consent.
Pricing Procedure. The “Fair Market Value” of any non-cash consideration offered or received in connection with a Transfer under Section 4 as of any given date shall be determined as follows: