Avoidance and Minimization of Adverse Effects Clause Samples

The "Avoidance and Minimization of Adverse Effects" clause requires parties to take reasonable steps to prevent or reduce negative impacts resulting from their activities under the agreement. In practice, this may involve implementing best practices, using less harmful materials, or modifying operations to limit environmental, social, or economic harm. The core function of this clause is to proactively manage and mitigate potential risks, ensuring that any adverse effects are addressed before they escalate, thereby protecting both parties and any affected third parties.
Avoidance and Minimization of Adverse Effects. If USACE, during its initial review, finds the Undertaking may adversely affect historic properties, USACE may make a further internal review to consider ways to avoid or minimize effects to historic properties. The review will consider revising the elements of the scope of work affecting historic properties to substantially conform to the SOI Preservation Standards or otherwise avoid or minimize adverse effects. i. If USACE modifies the scope of work following its initial internal review to avoid or minimize effects below the “criteria of adverse effect” (36 CFR 800.5 (a)(1), (i.e., to the point USACE can make a finding of No Adverse Effect), USACE shall consult with the SHPO of jurisdiction, appropriate Federally-recognized Tribe(s), and all other Consulting Parties providing the original and modified Scopes of Work as part of its finding of “no adverse effect” following the process in Stipulation VII.C.6.a. ii. If USACE is unable to modify the Undertaking to avoid or minimize effects below the “criteria of adverse effect”, USACE shall initiate consultation to resolve the adverse effect(s) in accordance with Stipulation VII.C.7, Resolution of Adverse Effects.
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Avoidance and Minimization of Adverse Effects. ‌‌ 1. In order to minimize harm to affected NHLs to the maximum extent possible pursuant to Section 110(f) of the NHPA (54 U.S.C. § 306107) and 36 C.F.R. § 800.10, adverse effects from the undertaking will be avoided or minimized by storm surge wall design, gate placement, and/or design of a Project feature consistent with the SOI’s Guidelines on Flood Adaptation for Rehabilitating Historic Buildings, the SOI’s Standards for Rehabilitation, or other appropriate historic resource guidelines or standards. Minimization and avoidance of adverse effects to historic properties and NHLs provided by storm surge wall design or other Project feature designs will include but are not limited to: improvements to overall alignment, high-quality construction materials, contextualization of design and materials to specific location on the peninsula, ability to double as active park/recreational space, integrated public art or landscape features, and enhanced community experience. The Corps shall prioritize identifying and implementing avoidance measures and approaches, including but not limited to those described above in the design review process – such measures and approaches shall be noted, as appropriate, in submittals provided to the Consulting Parties. a. The Corps will develop Project plans and specifications for each Project phase or feature at completion intervals of 35%, 65%, and 95% levels of design. At each level of design, the Corps will provide the draft plans and specifications to the Consulting Parties for review and comment in accordance with Stipulation I (Timeframes and Review Procedures). b. If the City of Charleston determines that they shall design or hire a contractor to design a Project phase or feature, the City will ensure that the Corps is able to still provide draft plans and specifications at 35%, 65%, and 95% levels of design to the Consulting Parties for review and comment in accordance with Stipulation I (Timeframes and Review Procedures).‌ c. If, through consultation with the Consulting Parties, adverse effects to historic properties are avoided at the 35% or 65% level of design, the Corps shall make a determination of effect on the specific Project phase, feature, type of effect and/or APE in accordance with Stipulation III.B.2.a (Findings of No Adverse Effect). The 95% level of design shall PROGRAMMATIC AGREEMENT REGARDING THE REGARDING THE CHARLESTON PENINSULA COASTAL STORM RISK MANAGEMENT PROJECT, CHARLESTON, SOUTH CAROLINA still be prov...
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Avoidance and Minimization of Adverse Effects. 1. The Corps shall notify the SHPO, Tribe(s), and all other consulting parties, of its finding of no adverse effects describing any project specific conditions and future submissions; and provide supporting documentation pursuant to 36 CFR § 800.11(e). Unless a consulting party makes a timely objection in 30 days as outlined in Stipulation IV, Timeframes and Communications, the Corps shall proceed with its “no adverse effect” determination, including any conditions, and conclude the Section 106 review. 2. If an Undertaking is not modified to avoid the adverse effect(s), the Corps shall initiate consultation to resolve the adverse effect(s) in accordance with Stipulation IX.B, Resolution of Adverse Effects, below.
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Avoidance and Minimization of Adverse Effects. ‌ 12 1. In order to minimize harm to affected NHLS to the maximum extent possible pursuant to
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Avoidance and Minimization of Adverse Effects. Avoidance of adverse effects to historic
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Avoidance and Minimization of Adverse Effects. Avoidance of adverse effects to historic properties is the preferred treatment approach. The Corps will consider redesign of elements of the Project phase or feature in order to avoid and/or minimize historic properties and Project effects that may be adverse. Provisions for avoidance and minimization of adverse effects are outlined in Stipulation III.C (Avoidance and Minimization of Adverse Effects). If the Corps determines that the Project phase or feature cannot be modified to avoid or minimize adverse effects, the Corps will make a determination of "adverse effect".
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Related to Avoidance and Minimization of Adverse Effects

  • Determination of Adverse Consequences The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

  • Absence of Adverse Changes From the date hereof until the Closing, there will have been no material adverse change in the financial or business condition of the Company.

  • Litigation; Adverse Effects (a) To the best of Borrower’s knowledge, there is no Proceeding, pending or threatened, against Borrower or any property of Borrower (including the Property), which, if adversely determined, would result in a Material Adverse Effect. (b) Except as disclosed on Schedule 5.11 hereto, Borrower is not (i) in violation of any applicable law, which violation has a Material Adverse Effect, or (ii) subject to or in default with respect to any Court Order which has a Material Adverse Effect.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.