Coach 2013 Annual Report Download - page 708

(e) If the Coach Member does not respond or object to, or comment on, any Statement of Changes within ten (10) Business Days after
receipt of the same and all additional information reasonably requested by the Coach Member to evaluate such Statement of Changes, then the Coach Member
will be deemed to have disapproved such Statement of Changes and the implementation of the proposed changes described therein. If the Coach Member gives
comments or objections within such ten (10) Business Day period (including any request for further information), Developer and the Coach Member will
consult in an effort to resolve any issues. The ten (10) Business Day period provided in this Section 3.07(e) shall be extended if the Coach Member reasonably
determines and notifies Developer within such ten (10) Business Day period that Developer’s submission is materially defective or incomplete. Developer will
furnish interpretations, explanations, and additional information if and as requested by the Coach Member within five (5) Business Days of the Coach
Member’s written request. If Developer and the Coach Member are unable to resolve any outstanding issues within ten (10) Business Days, then either party
may submit such dispute to Arbitration pursuant to the provisions of Article 14. Notwithstanding the foregoing, the Coach Member’s disapproval of any
change for which its approval is required shall not be arbitrable.
(f) If Developer notifies the Coach Member that it has determined it is not required to implement any change in the Developer Work
requested by the Coach Member pursuant to the provisions of this Agreement within ten (10) Business Days after receipt of the OSCR submitted by the Coach
Member with respect thereto and all requested additional information, Developer and the Coach Member will consult in an effort to resolve any issues. If
Developer and the Coach Member are unable to resolve any outstanding issues within ten (10) Business Days, then either party may submit such dispute to
Arbitration pursuant to the provisions of Article 14.
(g) Developer shall keep accurate books and records in accordance with generally accepted accounting principles consistently applied
to all items included in all Statements of Changes and shall make such books and records and all invoices, receipts, contracts, subcontracts and other
information pertaining to the computation thereof available to the Coach Member and its representatives, from time to time and upon reasonable, advance
request, in the event that the Coach Member demands Arbitration with respect to any Statements of Changes.
(h) Notwithstanding the foregoing provisions of this Section 3.07, the Coach Member shall not be responsible for, and shall not be
required to pay (nor shall the same be included in Coach Total Development Costs), any Coach Change Delay Costs with respect to any change in the
Developer Work pursuant to any Coach Change Order undertaken by Developer in accordance with this Agreement until such time as the total days of Coach
Change Delay for all Coach Change Orders undertaken by Developer exceeds thirty (30) calendar days in the aggregate (the “ Change Order Grace Period”),
and, at such time, the Coach Member shall only be responsible for, and required to pay, Coach Change Delay Costs with respect to each day of Coach
Change Delay from and after the 31st calendar day of Coach Change Delay resulting from any Coach Change Order undertaken by Developer ( i.e., no Coach
Change Delay Costs shall be payable by the Coach Member (or included in Coach Total Development Costs), in any event, with respect to the first thirty (30)
calendar days of Coach Change Delay).
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