(a) As soon as practicable after the Date of Practical Completion, the ALT must:
(1) calculate, for the period from the date of this Agreement until the Date of Practical Completion, the Interim Gainshare Amount or Interim Painshare Amount (if any and as the case may be) payable in accordance with the Risk or Reward Regime; and
(2) prepare and deliver and notice to the NOPs and the Project Owner which details the Interim Gainshare Amount or Interim Painshare Amount (if any and as the case may be) calculated to be payable.
(b) All supporting documentation relating to the amount set out in any notice prepared under clause 3(a) of this Schedule must be available for inspection and audit.
(c) Subject to clause 3(h) of this Schedule, if:
(1) an Interim Gainshare Amount is calculated to be payable under the Risk or Reward Regime, then, within 20 Business Days of receipt of the notice under clause 3(a) of this Schedule, the Project Owner must pay the NOPs the Interim Gainshare Amount less [insert]% (Gainshare Retention Amount); or
(2) an Interim Painshare Amount is calculated to be payable under the Risk or Reward Regime, then, within 20 Business Days of receipt of the notice under clause 3(a) of this Schedule, the NOPs must pay the Project Owner the Interim Painshare Amount.
(d) The Participants acknowledge and agree that:
(1) the payment of any Interim Gainshare Amount or Interim Painshare Amount under clause 3(c) of this Schedule is payment on account only;
(2) the Interim Gainshare Amount paid to the NOPs or Interim Painshare Amount paid by the NOPs (if any and as the case may be) is subject to adjustment at Final Completion to reflect the outcome of the calculation of the Gainshare Amount or Painshare Amount under clause 3(d) of this Schedule; and
(3) where any Participant is required to refund any part (or all) of the Interim Gainshare Amount to the Project Owner under clause 3(g) of this Schedule, that part of the Interim Gainshare Amount will be deemed to be held on trust for the benefit of the Project Owner.
(e) As soon as practicable after the Final Completion Date, the ALT must :
(1) calculate, for the period from the date of this Agreement until the Final Completion Date, the Gainshare Amount or Painshare Amount (if any and as the case may be) payable in accordance with the Risk or Reward Regime;
(2) calculate any Gainshare Amount entitlement of the NOPs or any Painshare Amount entitlement of the Project Owner (if any and as the case may be), taking into account:
(A) the difference (if any) between the Interim Gainshare Amount or Interim Painshare Amount (if any and as the case may be) paid under clause 3(c) of this Schedule, and the Gainshare Amount or Painshare Amount (if any and as the case may be) calculated to be payable under clause 3(e)(1); and
(B) any Gainshare Retention Amount to which the NOPs are entitled; and
(3) prepare and deliver a notice to the NOPs and the Project Owner detailing the amounts calculated under this clause 3(e).
(f) All supporting documentation relating to the amount set out in any notice prepared under clause 3(e) of this Schedule must be available for inspection and audit.
(g) Subject to clause 3(h) of this Schedule, within 20 Business Days of receipt of the notice under clause 3(e) of this Schedule, the Project Owner must pay the NOPs the amount owing to the NOPs or the NOPs must pay the Project Owner the amount owing to the Project Owner (as the case may be) as a result of the calculation as set out in the notice prepared under clause 3(e) of this Schedule.
(h) If the Project Owner or the NOPs are not satisfied for any reason with the amount set out in a notice under clause 3(a) or clause 3(e) of this Schedule, the Project Owner or the NOPs (as the case may be) must, on or before the date that the payment is due to be made under clause 3(a) or clause 3(e) of this Schedule, give notice to the ALT that it is or they are (as the case may be) not satisfied with the amount set out in the notice under clause 3(a) or clause 3(e) of this Schedule and full details of why it is or they are (as the case may be) not satisfied. If the Project Owner gives or the NOPs give a notice to the ALT under this clause 3(h) of this Schedule, then:
(1) the Project Owner or the NOPs (as the case may be) will not be obliged to pay the amount until the concerns of the Project Owner or the NOPs (as the case may be) have been satisfied, or the issue has been resolved, in accordance with this clause 3(h) of this Schedule;
(2) the ALT must promptly satisfy those concerns and reissue the notice with an adjusted amount (if necessary) under clause 3(a) or clause 3(e) of this Schedule;
(3) if the ALT fails to reach agreement on the manner in which those concerns are to be satisfied, then the Participants must comply with the procedure set out in Schedule 14 to resolve the issue; and
(4) following payment of the amount set out in the reissued notice under clause 3(a) or clause 3(e) of this Schedule, the provisions of clause 16.5 of this Agreement will apply to any overpayment of the amount.