Change Events Sample Clauses
Change Events. 5.1 The following matters constitute a Change Event:
(a) any significant aspect of the Research Programme cannot be, or is unlikely to be, delivered by the dates specified in, or in the manner contemplated by, this Contract;
(b) the Ministry is not satisfied with the progress the Contractor has made in relation to the delivery of any significant aspect of its Strategic Science investment Funding; or
(c) the Contractor materially fails to deliver any of the KPIs set out in Schedule 3; or
(d) the Contractor fails to meet any of the contract conditions listed in Schedule 5; or
(e) there is a change in the involvement of the Science Leader listed in Schedule 1 and the Contractor is unable to find an adequate replacement within a reasonable time; or
(f) the Government of New Zealand requiring a variation to or otherwise changing the Advanced Energy Technology Platform or a Research Programme.
5.2 If a Change Event occurs:
(a) the Party that is aware of the Change Event will give the other Party Notice of the Change Event as soon as reasonably practicable after becoming aware of the Change Event; and
(b) the Ministry may suspend payment of all or part of the Funding payable under this Contract to the Contractor.
5.3 The Parties may, at any time after receipt of the Notice of a Change Event:
(a) agree that the circumstances giving rise to the Change Event no longer exist;
(b) agree to vary this Contract; or
(c) agree that no further action is required in respect of the Change Event.
5.4 If the Parties reach agreement in respect of a Change Event in accordance with clause 5.3:
(a) the Ministry will pay the Contractor the Funding suspended under clause 5.2(b) (if any); and
(b) no further action will be required under this clause 5.
5.5 The Contractor must try to remedy the Change Event by no later than 3 months (or any other period agreed in writing by the Parties) after the date the Notice of the Change Event was given in accordance with clause 11 (“remedy date”).
5.6 The Ministry may, at any time after the date the Notice of the Change Event was received, obtain an independent review that considers the impact of the Change Event on the provision of the Research Programme under this Contract.
5.7 If the Change Event has not been remedied to the satisfaction of the Parties by the remedy date, the Ministry will make a determination in accordance with clause 5.9.
5.8 If the Change Event is to be determined by the Ministry, the Contractor can provide any information t...
Change Events. The Borrower shall promptly inform the Bank if: (a) a Change-of-Control Event has occurred or is likely to occur in respect of itself ; (b) a Change-of-Law Event has occurred or is likely to occur; or (c) a Senior Management Change has occurred or is likely to occur. In such case, or if the Bank has reasonable cause to believe that such an event has occurred or is likely to occur, the Borrower shall, on request of the Bank, consult with the Bank as to the impact of such event. If 30 (thirty) days have passed since the date of such request and the Bank is of the opinion that the event will occur and the effects of such event cannot be mitigated to its satisfaction, or in any event if a Change-of-Control Event, Change-of-Law Event or Senior Management Change has actually occurred, the Bank may by notice to the Borrower, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding, together with accrued interest and all other amounts accrued or outstanding under this Contract.
Change Events. 22.1 Each of the following is a Change Event for the purpose of this Agreement:
(a) the Society is dissatisfied, on reasonable grounds, with the quality of the Host Organisation or with any of the Key Personnel's conduct in carrying out the Programme (including meeting any Timeline, or the use of the Funding by the Host Organisation;
(b) there is a change to the ownership or control of the Host Organisation;
(c) there is a change to the involvement of any of the Key Personnel (including the Key Contact Person) or subcontractors in the Programme without the Society's prior written approval;
(d) the Society is dissatisfied on reasonable grounds with the quality or timeliness of the Host Organisation's reporting on the Programme;
(e) the Host Organisation breaches any other material term of this Agreement and fails to correct the breach within the time specified by the Society in a notice to the Host Organisation; or
(f) there is a policy change by the Government that reduces or stops some or all of the Funding.
22.2 If a Change Event occurs:
(a) the Society may give notice to the Host Organisation of the Change Event;
(b) the parties will, in good faith, discuss options to try and resolve the Change Event, which could include trying to agree on a variation to this Agreement to reflect the Change Event (for example, a change in the scope of the Programme or reduction in the amount of Funding); and
(c) the Society may suspend payment of the Funding from the date of notice of the Change Event.
22.3 If the Society fails to take any particular action on the happening of a Change Event, its inaction will not be deemed to be a waiver of its rights to take action on the Change Event at a later date.
22.4 The Parties agree that:
(a) neither Party may raise a dispute under clause 30 if a Change Event is notified under clause 22; and
(b) nothing in this clause 22 prevents the Society from terminating this Agreement (as the case may be) under clause 24.
Change Events. The Borrower shall promptly inform the Bank if:
(a) a Change-of-Control Event has occurred or is likely to occur in respect of itself or a Guarantor;
(b) there is or is likely to be an enactment, promulgation, execution or ratification of or any change in or amendment to any law, rule or regulation (or in the application or official interpretation of any law, rule or regulation) that occurs or is likely to occur after the date of this Contract and which, in the opinion of the Borrower, would impair an Obligor's ability to perform its obligations under the Finance Documents; or [****] This symbol identifies certain confidential information contained in this document that has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
(c) a Senior Management Change has occurred or is likely to occur. In such case, or if the Bank has reasonable cause to believe that a Change-of-Control Event, a Change-of-Law Event or a Senior Management Change has occurred or is likely to occur, the Borrower shall, on request of the Bank, consult with the Bank as to the impact of such event. If 30 (thirty) days have passed since the date of such request and the Bank is of the reasonable opinion that the effects of such event cannot be mitigated to its satisfaction, or in any event if a Change-of-Control Event, Change-of-Law Event or Senior Management Change has actually occurred, the Bank may by notice to the Borrower, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding, together with accrued interest and all other amounts accrued or outstanding under this Contract.
Change Events. (a) If a change event occurs, We may adjust any of the contract prices to reflect any increase in Our cost of supplying electricity to the You under this contract. We will notify the You of nature of the change event and the date from which the change event will apply.
(b) If We make an adjustment under this clause 4.11, it must only do so to the extent necessary to reflect the proportion of the effect of the change event that is fairly attributable to the You, as reasonably determined by Us.
5. How We calculate Your electricity use
Change Events. Except as otherwise provided herein, if and to the extent that:
(a) a Force Majeure event or Change of Law (other than any Excluded Change of Law);
(b) a suspension of the Work in accordance with this Agreement (for an improperly issued stop work order);
(c) adverse impact on the Work pursuant to Section 2.2.13.3 or Section 3.9, other than for a Hazardous Substance for which Contractor is responsible;
(d) a delay or other adverse impact arising from a discovery pursuant to Section 2.5.5;
(e) a delay or failure of Owner or an Owner Supplier to perform its obligations in accordance with this Agreement or an Owner Contract (except in either case to the extent such delay or failure is attributable to Contractor or Subcontractors);
(f) a change in Owner’s policies and procedures after Substantial Completion that adversely affect the performance of the Work;
(g) any Separate Contractor of Owner, any of the Engineers, or any other designee or invitee of Owner performing work on the Project Site fails to comply with the reasonable coordination requirements Contractor is entitled to impose under this Agreement, causing a material interference with the performance of the Work, except to the extent such interference results from the fault of Contractor or its Subcontractors;
(h) delay in issuance of the Full Notice to Proceed after September 8, 2008;
(i) a delay or other net impact on Contractor resulting from a change order executed or option exercised under an Owner Contract, except to the extent arising from failure of Contractor (or its Subcontractors) to perform obligations in accordance with this Agreement;
(j) a delay or other adverse impact on Contractor resulting from Owner’s exercise of its right to prevent the specific exercise of Contractor’s authority under Appendix M, except to the extent attributable to the fault of Contractor or its Subcontractors;
(k) an Owner Test Interruption occurs. (each, a “Change Event”), causes Contractor to suffer a delay in the critical path of the Work, increases Contractor’s costs in performing the Work or otherwise increases the costs of the Work, impacts the ability of the Work to achieve the Performance Requirements, or adversely impacts Contractor’s ability to perform any of its other material obligations under this Agreement, then Owner shall, by Change Order, equitably adjust the Required Contract Dates in accordance with Section 10.4, equitably increase the Fixed Component in accordance with Section 10.5, equitably ...
Change Events. The Parties recognize and acknowledge that, over the Term, achievement of the Principle of First Nations Gaming Revenue Sharing may be adversely impacted by various acts or omissions of the Province (each a “Change Event”). Change Events include, for example, the following:
(a) the Province replacing BCLC, in whole or in part, with an Other Agent of the Province including where the Province receives revenues from Provincial Gaming from an Other Agent of the Crown and such revenues are not included in the calculation of the Annual Revenue Sharing Entitlement;
(b) the Province amending or repealing the Gaming Control Act, or enacting, amending or repealing any other legislation or regulation, if such enactment, amendment or repeal has the effect of materially reducing or eliminating the Annual Revenue Sharing Entitlement; or
(c) the Province imposing a tax, fee or regulation on gaming activity that has the effect of materially reducing or eliminating the Annual Revenue Sharing Entitlement.
Change Events. (a) Minor Variations in Services. Company shall have the right, at any time, to make minor variations in the Services that do not involve an adjustment in the Service Fees and are compatible with the design concept of the Equipment.
Change Events. (a) In this clause 10 Change Event means, after the Commencement Date:
(i) a change in an existing Regulatory Requirement, or introduction of any new Regulatory Requirement, that requires a substantial modification to the role or requirements of the MC MP or MDP Services or substantially affects the manner in which Select Solutions performs its obligations under this Agreement; or
(ii) a change in an existing Tax, or introduction of any new Tax, calculated by reference to the MC, MP Services or MDP Services or the assets or resources used to provide the MC, MP Services or MDP Services, or any change in the interpretation, administration or application to Select Solutions of such a Tax; or
(iii) a change in Australian Standards or good electricity industry practice (as defined in the Rules) that, as a matter of law, expressly requires a mandatory and substantial modification to the to the role or requirements of the MC, MP Services or MDP Services or substantially affects the manner in which Select Solutions performs its obligations under this Agreement.
(b) If by reason of any Change Event there is an increase in the total cost (net of any saving) to Select Solutions of fulfilling its obligations under this Agreement, Select Solutions may pass on the increased cost to the Customer through an increase in the Fees.
Change Events. 7.1. A change event ("Change Event") occurs if, during the term of the Project, either of us receives new information or an event occurs that materially affects this Agreement, the Project or the Student, including, but not limited to, that the information or event:
(a) prevents, or is reasonably likely to prevent, either of us from being able to meet our obligations under this Agreement, including our obligations relating to:
(i) the Funding or the Student; or
(ii) your ability to carry out and complete the Project and ensure that the Outcomes are achieved;
(b) may bring the reputation of ▇▇▇▇▇▇▇▇▇ Innovation or the R&D Grants Programme into disrepute;
(c) constitutes a “notifiable event” under the Health and Safety at Work Act 2015.
7.2. If a Change Event occurs:
(a) we will immediately advise each other by notice of the Change Event; and
(b) we will discuss our options to resolve the Change Event in good faith, which may include taking no action, negotiating a variation to this Agreement or terminating this Agreement.
7.3. In discussing our options to resolve a Change Event:
(a) we will act in good faith and in a way that is consistent with the mutual interest between us in achieving the Outcomes of the Project, the value for money of the Project, the anticipated benefit to New Zealand from the Project and maintaining research capability critical to New Zealand; and
(b) we, or ▇▇▇▇▇▇▇▇▇ Innovation on its own account, may undertake a Review of the Project to help ▇▇▇▇▇▇▇▇▇ Innovation decide how to respond to the Change Event.
7.4. If we are unable to resolve a Change Event within one month of the date of Notice in clause 7.2(a) either of us may immediately terminate this Agreement by notice.
7.5. Nothing in this clause prevents either of us from exercising our powers under clause 8.