Disputed Calculations Sample Clauses

Disputed Calculations. Paragraph 8 is replaced in its entirety, as follows:
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Disputed Calculations. All reasonable efforts shall be made by the Parties to resolve any disputed computations. Either Party may pursue resolution of a dispute as to computations or imbalances owed hereunder in accordance with the provisions of this Agreement; however, unless the Parties mutually agree otherwise, delivery of the entire imbalance due including any disputed imbalance, shall be made to the respective Party notwithstanding such dispute resolution. Delivery of the disputed imbalance(s) shall not be deemed a waiver of any rights to recoup any imbalance amount in dispute.
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Disputed Calculations. If Owner, in good faith, disputes any calculation provided by Manager pursuant to SECTION 6, then Owner will provide Manager with written notice of such dispute within ten calendar days after Owner’s receipt of such calculation, with such notice to provide Owner’s calculation of the relevant amount in reasonable detail. The Parties will then promptly and in good faith strive to expeditiously resolve such dispute; provided, however, that any disputed calculations not so resolved within thirty (30) days after the date that Owner has provided notice of the dispute may be submitted by either Party to binding arbitration in accordance with Section 18.2.
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Disputed Calculations. (a) If Pledging Group shall dispute the amount of Performance Assurance requested by Secured Group and such dispute relates to the amount of the Net Exposure claimed by Secured Group, then Pledging Group shall (i) notify Secured Group of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand for Performance Assurance is made by Secured Group, and (ii) provide Performance Assurance to or for the benefit of Secured Group in an amount equal to Pledging Group's own estimate, made in good faith and in a commercially reasonable manner, of its Collateral Requirement. If Secured Group shall dispute the amount of Performance Assurance to be reduced by Secured Group and such dispute relates to the amount of the Net Exposure claimed by Secured Group, then Secured Group shall (i) notify Pledging Group of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand to reduce Performance Assurance is made by Pledging Group, and (ii) effect the reduction of Performance Assurance to or for the benefit of Pledging Group in an amount equal to Secured Group's own estimate, made in good faith and in a commercially reasonable manner, of Pledging Group's Collateral.
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Disputed Calculations. In the event that there is a disagreement between District and Consultant with respect to any of the calculations referred to in Section 3.5, above, then Consultant shall, without waiving its rights to assert a claim for any disputed portion, revise and resubmit the Invoice for Payment to reflect such percentages as determined by District, in the exercise of its good faith judgment, to be appropriate.
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Disputed Calculations. (a) If any Party disputes the amount of Performance Assurance requested (and/or the amount of Performance Assurance to be returned) and such dispute relates to the amount of the Collateral Requirements, such objecting Party shall (i) notify the Party that made such calculation of the existence and nature of the dispute not later than the 5:00 p.m. at the place of delivery on the second Business Day following the date that notice of such calculation has been made by the Calculating Party, (ii) provide the Calculating Party with the disputing Party's own calculation, made in good faith and in a commercially reasonable manner, of such amount; and (iii) if any payment, provision of Performance Assurance, or other action is required to be taken with respect to such amount, the disputing Party or the Calculating Party, as applicable shall take such action with respect to the undisputed portion of such amount. Notwithstanding the foregoing sentence, in no event shall a disputing Party be entitled to forestall a Secured Party from holding and realizing against Performance Assurance held by it or on its behalf in the event of a Default by the Pledging Party, in which event, Secured Party shall be entitled to act with respect to the entire Final Settlement Amount reasonably calculated by it in good faith, and such dispute shall be subject to resolution as set forth below.
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Disputed Calculations. If the Pledging Party in good faith disputes the Secured Party's calculation of the Performance Assurance amount, it will notify the Secured Party in writing not later than the close of business on the Local Business Day following the date demand is made and the Pledging Party shall deliver to the Secured Party the undisputed portion of the Performance Assurance amount requested within the time period set forth in Section 2.3. Regarding the disputed portion of the Performance Assurance amount originally requested, the Parties agree to negotiate in good faith for a period not to exceed four (4) Local Business Days after the Local Business Day in which such original request is made to determine the amount of additional Performance Assurance the Pledging Party shall be required to deliver. By the close of business on such fourth Local Business Day, the Pledging Party will deliver to the Secured Party the disputed portion of the Performance Assurance amount in the amount as agreed by the Parties. If the Parties are unable to agree, then the Pledging Party will deliver to the Secured Party the disputed portion of the Performance Assurance amount in the amount originally requested or any lesser amount then requested by the Secured Party. If following the four Local Business Day negotiating period the Parties cannot agree, each Party shall choose and contract for a Qualified Consultant to calculate the Exposure Amount and notify both Parties of the resulting amount within eighteen (18) Local Business Days from the last day of the four Local Business Day negotiating period. The Exposure Amount shall be calculated independently by each Qualified Consultant. The average of the two resulting amounts provided by the Qualified Consultants shall be deemed to be the Exposure Amount. If the Pledging Party provided Performance Assurance in excess of that required as a result of the calculation of the Qualified Consultants, then the Secured Party shall return the excess Performance Assurance to the Pledging Party in accordance with Section 2.5. The Party whose calculation of the Exposure Amount as of the end of the four Local Business Day negotiating period differs the most from the average of the calculations performed by the Qualified Consultants as described above shall be responsible for the reasonable cost of both Qualified Consultants.
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Disputed Calculations. 24 8.5 Availability of Information..................................................................24 8.6 Binding Determination; Expenses..............................................................24 8.7 Settlement...................................................................................24 8.8 Content of Notices...........................................................................25
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Disputed Calculations. If the Reinsurer gives notice of a dispute to the Company pursuant to Section 8.3, and if the Reinsurer or its designated representative and the Company are unable to agree upon such disputed calculation within 30 days after the Reinsurer has given notice of such dispute, such dispute shall be determined by an Independent Accountant; provided, however, that the Reinsurer may defer submission of such a dispute to the Independent Accountant pending the completion of an audit pursuant to Section 8.2. For the avoidance of doubt, such a dispute may relate only to such calculations, and shall not relate to the accuracy or actuarial certainty of Reserves.
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Related to Disputed Calculations

  • Financial Calculations (a) All financial calculations to be made under, or for the purposes of, this Agreement and any other Transaction Document shall be made in accordance with the Accounting Standards and, except as otherwise required in this Agreement or to conform to any provision of this Agreement, shall be calculated from the then most recently issued quarterly financial statements which the applicable Obligor is obligated to furnish to IFC under Section 5.03(a) (Reporting Requirements).

  • Disputed Amounts 28.1.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Non-Paying Party”) shall, prior to the Xxxx Due Date, give written notice to the Billing Party of the amounts it disputes (“Disputed Amounts”) and include in such written notice the specific details and reasons for disputing each item; provided, however, a failure to provide such notice by that date shall not preclude a Party from subsequently challenging billed charges provided that such charges were paid. The Non-Paying Party shall pay when due all undisputed amounts to the Billing Party. Notwithstanding the foregoing, except as provided in Section 28.2, a Party shall be entitled to dispute only those charges for which the Date was within the immediately preceding eighteen (18) months of the date on which the other Party received notice of such Disputed Amounts.

  • Calculation Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.

  • Disputed Payments If either Party, in good faith, disputes the accuracy of an invoice from the other hereunder, the disputing Party shall provide to the other Party an explanation of the basis for the dispute and shall pay to the other Party the portion of the invoice not in dispute by the due date (but shall not be required to pay the disputed portion). For the avoidance of doubt, a Party may dispute the accuracy of an invoice from the other hereunder after payment has been made in respect of such invoice. Any amount disputed by a Party pursuant to this Section 11.4 that is later conclusively determined (whether by agreement of the Parties or a final, non-appealable determination of a Governmental Authority with jurisdiction) to be properly due and payable shall be paid to the Party owed payment on or before ten (10) Days after such determination, together with interest accrued at the Interest Rate from the first Day following the date on which payment would have been made if not disputed to but excluding the date payment is made.

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:

  • Calculations All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

  • Disputed Charges GP MAY, WITHIN 90 DAYS AFTER RECEIPT OF A CHARGE FROM CVR, TAKE WRITTEN EXCEPTION TO SUCH CHARGE, ON THE GROUND THAT THE SAME WAS NOT A REASONABLE COST INCURRED BY CVR OR ITS AFFILIATES IN CONNECTION WITH THE SERVICES. GP SHALL NEVERTHELESS PAY OR CAUSE MLP OR FERTILIZER TO PAY IN FULL WHEN DUE THE FULL PAYMENT AMOUNT OWED TO CVR. SUCH PAYMENT SHALL NOT BE DEEMED A WAIVER OF THE RIGHT OF THE SERVICES RECIPIENT TO RECOUP ANY CONTESTED PORTION OF ANY AMOUNT SO PAID. HOWEVER, IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE A REASONABLE COST INCURRED BY CVR OR ITS AFFILIATES IN CONNECTION WITH ITS PROVIDING THE SERVICES HEREUNDER, SUCH AMOUNT OR PORTION THEREOF (AS THE CASE MAY BE) SHALL BE REFUNDED BY CVR TO THE SERVICES RECIPIENTS TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE DURING THE PERIOD FROM THE DATE OF PAYMENT BY THE SERVICES RECIPIENTS TO THE DATE OF REFUND BY CVR.

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