Net Costs Clause Samples

Net Costs. The Company or a trust shall pay the balance of the net cost of the Program over and above any employee contributions specified in Article III (other than Optional Life, Dependent Life and Personal Accident Insurance), and the cost of benefits as presently provided to General Motors employees under the New York, New Jersey, and California disability benefit laws. The Company or a trust shall also pay any increase in such costs and shall receive and retain any divisible surplus, credits or refunds or reimbursements under whatever name, arising out of any such Program.

Net Costs. Seller shall prepare a report setting forth its determination of the Net Phase III Cost, with a detailed description of such underlying costs and supporting receipts therefor (the “Phase III Net Cost Adjustment Report” and together with the Phase II Net Cost Adjustment Report, the “Net Cost Adjustment Reports”). The Phase III Net Cost Adjustment Report (i) shall be prepared from the Seller’s books and records in accordance with GAAP, consistently applied, and (iii) shall be delivered to Ethanex no later than one (1) day after the Phase III Closing Date. If Ethanex disagrees with Seller’s calculation of the adjustments to the Phase III Purchase Price, Ethanex shall promptly, but in no event later than five (5) days following receipt of the Phase III Net Cost Adjustment Report, deliver to Seller written notice (the “Phase III Net Cost Objection Notice”) describing in reasonable detail its dispute by specifying those items of the Net Phase III Costs as to which it disagrees, together with its determination of such disputed amounts; provided, that Ethanex shall be deemed to have agreed with all items and amounts that are not disputed. If the dispute is not resolved by the parties within five (5) days following the date of Seller’s receipt of the Phase III Net Cost Objection Notice, the parties shall engage an Independent Engineer, which shall resolve the dispute within thirty (30) days following such engagement. The Independent Engineer shall act as an expert and not as an arbitrator to determine, based solely on the written submissions of the Seller, on the one hand, and Ethanex, on the other hand, and not by independent investigation, only the specific items under dispute by the parties. The Independent Engineer shall render a written report as to the resolution of the dispute and the resulting computations. The Independent Engineer’s determination of the disputed items or amounts shall, absent manifest error, be final and binding on the parties. In resolving any disputed item, the Independent Engineer (i) shall be bound by the provisions of this Agreement and (ii) may not assign a value to any item greater than the greatest value for such item claimed by either party in the Phase III Net Cost Adjustment Report or the Phase III Net Cost Objection Notice, as applicable, or less than the smallest value for such item claimed by either party in the Phase III Net Cost Adjustment Report or the Phase III Net Cost Objection Notice, as applicable. Ethanex, on the one...

Net Costs. Purchaser shall pay monthly to the District during each Contract Year, an amount equal to the Purchaser’s Percentage of Net Costs determined in accordance with Appendix A hereto.

Net Costs. Purchaser will remain responsible for the payment of all Net Costs associated with the Purchaser’s Percentage of Output, regardless of power availability or usage of the surplus funds generated by surplus power sales. Any Surplus Proceeds to which Purchaser would otherwise be entitled hereunder will be subject to set off and counterclaims arising from a default by Purchaser in the performance of its obligations hereunder. Surplus Proceeds and all Purchaser credits at the expiration or termination of this Agreement shall be subject to forfeiture pursuant to Section 7.06 below.

Net Costs. The Service Provider shall compute the costs that it incurs in connection with providing Services under this Agreement (its “Net Costs”) in accordance with the following formula: Net Costs = Direct Costs + Indirect Costs, and, for this purpose: “Direct Costs” means the sum of all external and all internal direct costs incurred by a Service Provider and directly attributable to a particular Service provided to the Company. “Indirect Costs” means all external and all internal indirect costs incurred by the Service Provider in providing the Services to the Company, which cannot be directly attributed to a particular Service provided to the Company, including but not limited to salaries and bonuses, wages for permanent and temporary employees, expatriate costs (where applicable), facilities charges (including office rent, depreciation, maintenance, utilities and supplies), entertainment expenses, travel costs, pension benefits, insurance benefits, depreciation of fixed assets and all expenses to third parties incurred in connection with the Services, excluding value added tax, withholding taxes and/or similar levies, which shall be paid by the Company, if legally required.

Net Costs. (1) The Company, or a trust, shall pay the balance of the net cost of the Program over and above any enrollee contributions or payments specified in the Program. The Company, or a trust, shall receive and retain any credits, refunds, or reimbursements under whatever name, arising out of the Program. (2) The Company, by payment of claims through carriers administering the Program or by payment of its contributions, shall be relieved of any further liability with respect to the coverage(s) or benefit(s) provided under the Program, except as otherwise may be required by the Employee Retirement Income Security Act of 1974, as amended.

Net Costs