Common use of Compensation Event Notice Clause in Contracts

Compensation Event Notice. (i) If the Developer is affected by a Compensation Event, it will give written notice to the Department within 21 Days following the date on which the Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event ( a “Compensation Event Notice”). The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; provided that, if the amount of Developer Damages and details of the calculation thereof are not available within the 21-Day notice period required herein, the Developer will submit an estimate of the amount, or if known, the actual amount claimed as Developer Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.‌ (ii) If, for any reason, the Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Developer will be deemed to have irrevocably and forever waived and released any Claim or right to Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) a comprehensive report as to the Developer’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 45 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response‌ granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Developer Damages claimed by the Developer, the Developer and Department will commence good faith negotiations to resolve the Dispute within 30 Days after the Department’s written response or deemed denial. If the Dispute cannot be resolved within such 30 Days, either party may submit the Dispute for resolution pursuant to Article 21 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred.

Compensation Event Notice. (i) If the Developer Concessionaire is affected by a Compensation Event, it will give written notice to the Department within 21 30 Days following the date on which the Developer Concessionaire first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event ( (a “Compensation Event Notice”); provided, however, that for an Alternative Facility, notice will be provided in accordance with Section 12.05. The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Developer Concessionaire Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; provided thatprovided, that if the amount of Developer Concessionaire Damages and details of the calculation thereof are not available within the 2130-Day notice period required herein, the Developer will Concessionaire may submit an estimate of the amount, or if known, the actual such amount claimed as Developer Concessionaire Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.‌Notice. (ii) If, for any reason, the Developer Concessionaire fails to deliver such written Compensation Event Notice within the foregoing time period, the Developer Concessionaire will be deemed to have irrevocably and forever waived and released any Claim or right to Developer Concessionaire Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Developer Concessionaire submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) from an independent engineering consultant a comprehensive report as to the DeveloperConcessionaire’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 45 90 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Developer Concessionaire a copy of such reports as it has elected to obtain, and the Department will issue a written response‌ granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Developer Concessionaire Damages claimed by the DeveloperConcessionaire, the Developer Concessionaire and Department will commence good faith negotiations to resolve the Dispute within 30 120 Days after the Department’s written response or deemed denialdelivery of the Compensation Event Notice. If the Dispute cannot be resolved within such 30 120 Days, either party may submit the Dispute for resolution pursuant to Article 21 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred21.

Compensation Event Notice. (i) If the Developer is affected by a Compensation Event, it will give written notice to the Department within 21 Days following the date on which the Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event ( a “Compensation Event Notice”). The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; provided that, if the amount of Developer Damages and details of the calculation thereof are not available within the 21-Day notice period required herein, the Developer will submit an estimate of the amount, or if known, the actual amount claimed as Developer Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.‌ (ii) If, for any reason, the Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Developer will be deemed to have irrevocably and forever waived and released any Claim or right to Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) a comprehensive report as to the Developer’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 45 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response‌ response granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Developer Damages claimed by the Developer, the Developer and Department will commence good faith negotiations to resolve the Dispute within 30 Days after the Department’s written response or deemed denial. If the Dispute cannot be resolved within such 30 Days, either party may submit the Dispute for resolution pursuant to Article 21 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred.barred.‌

Compensation Event Notice. (i) If the Developer Concessionaire is affected by a Compensation Event, it will give written notice to the Department within 21 30 Days following the date on which the Developer Concessionaire first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event ( (a “Compensation Event Notice”); provided, that, in the case of a Department Project Enhancement, a Compensation Event Notice must be given within 30 days following the Commencement of Use of such Department Project Enhancement. The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Developer Concessionaire Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; provided that, if the amount of Developer Concessionaire Damages and details of the calculation thereof are not available within the 2130-Day notice period required hereinin this Agreement, the Developer will Concessionaire may submit an estimate of the amount, or if known, the actual amount claimed as Developer Concessionaire Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.‌Notice; provided however, the Concessionaire may update the amount of claimed Concessionaire Damages and details thereof every 30 Days. (ii) If, for any reason, the Developer Concessionaire fails to deliver such written Compensation Event Notice within the foregoing time period, the Developer Concessionaire will be deemed to have irrevocably and forever waived and released any Claim or right to Developer Concessionaire Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Developer Concessionaire submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) a comprehensive report as to the DeveloperConcessionaire’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 45 90 Days after receiving a Compensation Event Notice and the supporting documentation required 117 DMEAST #27287336 v26 by Section 14.01(a)(i), the Department will provide to the Developer Concessionaire a copy of such reports as it has elected to obtain, and the Department will issue a written response‌ granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Developer Concessionaire Damages claimed by the DeveloperConcessionaire, the Developer Concessionaire and Department will commence good faith negotiations to resolve the Dispute within 30 120 Days after the Department’s written response or deemed denialdelivery of the Compensation Event Notice. If the Dispute cannot be resolved within such 30 120 Days, either party may submit the Dispute for resolution pursuant to Article 21 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred21.

Compensation Event Notice. (i) If the Developer is affected by a Compensation Event, it will give written notice to the Department within 21 seven Days following the date on which the Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event ( a “Compensation Event Notice”). The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; provided that, if the amount of Developer Damages and details of the calculation thereof are not available within the 21-seven Day notice period required herein, the Developer will submit an estimate of the amount, or if known, the actual amount claimed as Developer Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.‌Notice. (ii) If, for any reason, the Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Developer will be deemed to have irrevocably and forever waived and released any Claim or right to Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) a comprehensive report as to the Developer’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 45 90 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response‌ response granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 4590-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Developer Damages claimed by the Developer, the Developer and Department will commence good faith negotiations to resolve the Dispute within 30 Days after the Department’s written response or deemed denial. If the Dispute cannot be resolved within such 30 Days, either party may submit the Dispute for resolution pursuant to Article 21 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred.

Compensation Event Notice. (i) If the Developer is affected by a Compensation Event, it will give written notice to the Department within 21 Days following the date on which the Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event ( a “Compensation Event Notice”). The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; provided that, if the amount of Developer Damages and details of the calculation thereof are not available within the 21-Day notice period required herein, the Developer will submit an estimate of the amount, or if known, the actual amount claimed as Developer Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.‌ (ii) If, for any reason, the Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Developer will be deemed to have irrevocably and forever waived and released any Claim or right to Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) a comprehensive report as to the Developer’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 45 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response‌ response granting or denying, in full or in part, the Developer’s requested relief. If the Department Department‌ fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Developer Damages claimed by the Developer, the Developer and Department will commence good faith negotiations to resolve the Dispute within 30 Days after the Department’s written response or deemed denial. If the Dispute cannot be resolved within such 30 Days, either party may submit the Dispute for resolution pursuant to Article 21 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred.

Compensation Event Notice. (i) If the Developer is affected by a Compensation Event, it will give written notice to the Department within 21 Days following the date on which the Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event ( a “Compensation Event Notice”). The Compensation Event Notice will set forth (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed as Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; provided that, if the amount of Developer Damages and details of the calculation thereof are not available within the 21-Day notice period required herein, the Developer will submit an estimate of the amount, or if known, the actual amount claimed as Developer Damages and details of the calculation thereof no later than 60 Days from submission of the Compensation Event Notice.‌ (ii) If, for any reason, the Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Developer will be deemed to have irrevocably and forever waived and released any Claim or right to Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) a comprehensive report as to the Developer’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue revenue‌ study, prepared in accordance with Good Industry Practice, analyzing and calculating the estimated Net Revenue Impact attributable to the Compensation Event. Within 45 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response‌ response granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Developer Damages claimed by the Developer, the Developer and Department will commence good faith negotiations to resolve the Dispute within 30 Days after the Department’s written response or deemed denial. If the Dispute cannot be resolved within such 30 Days, either party may submit the Dispute for resolution pursuant to Article 21 within an additional 30 Days, otherwise, the claim will be extinguished and forever barred.

Compensation Event Notice. (i) If the Developer DB Contractor is affected by a Compensation Event, it will give written notice to the Department Concessionaire within 21 twenty-three (23) Days following the date on which the Developer DB Contractor first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event ( (a “DB Compensation Event Notice”). The DB Compensation Event Notice will set forth forth, in such form and substance as is required to satisfy the Concessionaire’s obligations under the CA for such notice: (A) the Compensation Event and its date of occurrence in reasonable detail, (B) the amount claimed by which the DB Contractor claims the Contract Sum should be adjusted as Developer Damages a result of the Compensation Event and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impact, if known at that time; provided that, if the amount of Developer Damages and details of the calculation thereof are not available within the 21-Day notice period required hereinthereof. Subject to Section 21.06, the Developer will Concessionaire shall submit an estimate of a Compensation Event Notice under the amount, or if known, CA based on the actual amount claimed as Developer Damages DB Compensation Event Notice submitted by the DB Contractor and details of thereafter assert its rights under the calculation thereof no later than 60 Days from submission of Comprehensive Agreement with respect to the Compensation Event Notice.‌claimed by the DB Contractor. (ii) If, for any reason, the Developer DB Contractor fails to deliver such written DB Compensation Event Notice within the foregoing time such twenty-three (23)- Day period, the Developer DB Contractor will be deemed to have irrevocably and forever waived and released any Claim or right to Developer Damages an adjustment to the Contract Sum or other adverse effects on Gross Revenues or on costsrelief as a result of such Compensation Event; provided, expenses and liabilities attributable that, subject to Section 21.06, the DB Contractor may direct the Concessionaire to pursue relief available under the CA with respect to such Compensation Event. (iii) After the Developer Concessionaire submits a Compensation Event NoticeNotice under the CA based on a Compensation Event claimed by the DB Contractor, under the CA the Department may, may but it is not required to, obtain, at its sole cost, (A) to obtain from an independent engineering consultant a comprehensive report as to the DeveloperConcessionaire’s estimate of the Net Cost Impact attributable to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating which will incorporate the estimated Net Revenue Impact attributable adjustment to the Compensation EventContract Sum sought by the DB Contractor). Within 45 Under the CA, within 90 Days after receiving a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will is to provide to the Developer Concessionaire a copy of such reports as it has elected to obtain. Under the CA, and the Department will issue a written response‌ granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 45-Day period, the claim will be deemed denied. If if the Department disagrees with the entitlement to or the amount of Developer Concessionaire Damages claimed by the DeveloperConcessionaire (which will incorporate the adjustment to the Contract Sum sought by the DB Contractor), the Developer Concessionaire and the Department will are to commence good faith negotiations to resolve the Dispute within 30 120 Days after the Department’s written response or deemed denialdelivery of the Compensation Event Notice; the DB Contractor shall have the right to participate in such negotiations. If the Dispute cannot be resolved within such 30 120 Days, under the CA either party the Department or the Concessionaire may submit the Dispute for resolution pursuant to Article 21 within an additional 30 Daysof the CA, otherwiseand the DB Contractor may, subject to Section 21.06, direct the claim will Concessionaire to submit such Dispute for resolution under the CA. All changes to the Contract Sum and conforming changes to the Payment and Values Schedule shall be extinguished and forever barredreflected in a Scope Change Order entered into pursuant to Section 14.05(a).

Compensation Event Notice. (i) If the Developer is affected by a Compensation Event, it will give written notice to the Department within 21 Days LA DOTD as promptly as possible following the date on which the Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event; provided that in the case of the same Compensation Event ( being a continuing cause of delay, only one notice will be necessary (“Compensation Event Notice”). If any Compensation Event Notice is delivered later than 10 days after the Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event, the Developer shall be deemed to have waived the right to any relief related to the event or situation prior to the date of delivery of the Compensation Event Notice. The Developer’s failure to provide a Compensation Event Notice within 30 days after the Developer first became aware (or should have become aware, using all reasonable due diligence) that an event has occurred and that it is or will become a Compensation Event shall preclude the Developer from any relief related to the event or situation. (ii) Such Compensation Event Notice will set forth include (Ai) a detailed description of the Compensation Event, (ii) details of the circumstances from which the Compensation Event arises, and (iii) an estimate of the amount of Developer Damages resulting from the Compensation Event and its date of occurrence information in reasonable detail, (B) the amount claimed as Developer Damages and (C) details of the calculation thereof including a written analysis and calculation of the estimated Net Cost Impact, if any, and estimated Net Revenue Impactsupport thereof, if known at that time; provided that, if . In the amount event the information required under clauses (ii) and (iii) of Developer Damages and details of this Section 13.01(a) is not known at the calculation thereof are not available within the 21-Day notice period required herein, the Developer will submit an estimate of the amount, or if known, the actual amount claimed as Developer Damages and details of the calculation thereof no later than 60 Days from submission time of the Compensation Event Notice.‌ (ii) IfNotice, for any reason, the Developer fails to deliver such written Compensation Event Notice within the foregoing time period, the Developer information will be deemed to have irrevocably and forever waived and released any Claim or right to Developer Damages or other adverse effects on Gross Revenues or on costs, expenses and liabilities attributable to such Compensation Event. (iii) After the Developer submits a Compensation Event Notice, the Department may, but is not required to, obtain, at its sole cost, (A) a comprehensive report as to included with the Developer’s estimate of the Net Cost Impact attributable claim submitted in accordance with Section 13.01(b)(i). The Developer will also provide such further information relating to the Compensation Event and (B) from a traffic and revenue consultant a traffic and revenue study, prepared in accordance with Good Industry Practice, analyzing and calculating as the estimated Net Revenue Impact attributable to LA DOTD may reasonably require. The Developer will bear the Compensation Event. Within 45 Days after receiving burden of proving the occurrence of a Compensation Event Notice and the supporting documentation required by Section 14.01(a)(i), the Department will provide to the Developer a copy of such reports as it has elected to obtain, and the Department will issue a written response‌ granting or denying, in full or in part, the Developer’s requested relief. If the Department fails to respond within the 45-Day period, the claim will be deemed denied. If the Department disagrees with the entitlement to or amount of Developer Damages claimed by the Developer, the Developer and Department will commence good faith negotiations to resolve the Dispute within 30 Days after the Department’s written response or deemed denial. If the Dispute cannot be resolved within such 30 Days, either party may submit the Dispute for resolution pursuant to Article 21 within an additional 30 Days, otherwise, the claim will be extinguished and forever barredresulting impacts.