Common use of Change Events Clause in Contracts

Change Events. 9.1 A change event ("Change Event") occurs if, during the term of this Agreement, either of us receives new information, or an event occurs or is likely to occur, that materially affects or is likely to materially affect this Agreement, the Project or the Student, and includes without limitation the following: (a) an event that prevents, or is likely to prevent, either of us from being able to meet our obligations under this Agreement, including obligations relating to: i. the Funding or the Student; or ii. your ability or the Student's ability to carry out and complete the Project; iii. changes to the Company's governance, senior management or business structure; (b) an event that shows the Student is not eligible as set out in clause 1.2; (c) an event that may bring the reputation of the Government, ▇▇▇▇▇▇▇▇▇ Innovation or the R&D Grants Programme into disrepute; (d) an event that constitutes a "notifiable event" under the Health and Safety at Work Act 2015; (e) an event, including an actual or likely change in the ownership or the sale of any of your assets, which materially adversely affects, or is likely to materially adversely affect: i. your ability or the ability of the Student to carry out and complete the Project; or ii. arrangements with third parties necessary to complete the Project. 9.2 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; and (c) ▇▇▇▇▇▇▇▇▇ Innovation may suspend payment of the Funding if in the reasonable opinion of ▇▇▇▇▇▇▇▇▇ Innovation your ability or the ability of the Student to carry out and complete the Project is adversely affected. 9.3 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 interests between us in completing the Project and ensuring the Student continues to gain work experience in a New Zealand commercial R&D environment; 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. EXAMPLE ONLY 9.4 If we agree to negotiate in good faith a variation to this Agreement, the variation may include, without limitation, changes to the Project, the way in which the Project will be completed, the duration of the Project, or the Funding. 9.5 If we are unable to resolve a Change Event by 1 month after the date of the notice given under clause 9.2, either of us may immediately terminate this Agreement by notice.

Change Events. 9.1 10.1 A change event ("Change Event") occurs if, during the term of this Agreement, if either of us receives new information, or an event occurs or is likely to occur, that materially affects or is likely to materially affect this Agreement, the Project Agreement or the StudentProject, and includes without limitation the following: (a) an event that prevents, or is likely to prevent, either of us from being able to meet our obligations under this Agreement, including our obligations relating to: i. (i) the Funding or the StudentCo-funding; or (ii. ) your ability or the Student's ability to carry out and complete the Project; iii. Project and ensure the Outcomes are achieved, including changes to the Company's your governance, senior management or business structure;; or (b) an event that shows the Student is not eligible as set out in clause 1.2; (c) an event that may bring the reputation of the Government, ▇▇▇▇▇▇▇▇▇ Innovation or the R&D Grants Programme into disrepute; (d) an event that constitutes a "notifiable event" under the Health and Safety at Work Act 2015; (e) an event, including an actual or likely change in the your ownership or the sale of any of your assets, which materially adversely affects, or is likely to materially adversely affect: i. your ability or (i) the ability anticipated benefits for New Zealand of the Student to carry out Project, including planned research and complete development activity in New Zealand, and the Projecttiming of those benefits; or (ii. ) arrangements with third parties necessary to complete achieve the ProjectOutcomes. 9.2 10.2 If ▇▇▇▇▇▇▇▇▇ Innovation has grounds to believe that a Change Event may have occurred, while it undertakes work to determine whether a Change Event has occurred: (a) Advise you by notice that ▇▇▇▇▇▇▇▇▇ Innovation believes a Change Event may have occurred and that ▇▇▇▇▇▇▇▇▇ Innovation is in the process of determining whether it has; and suspend payment of the Funding while it makes its determination if, in the reasonable opinion of ▇▇▇▇▇▇▇▇▇ Innovation, your ability to carry out the Programme may be adversely affected if the relevant Change Event has occurred. 10.3 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; and (c) ▇▇▇▇▇▇▇▇▇ Innovation may suspend payment of the Funding if in the reasonable opinion of ▇▇▇▇▇▇▇▇▇ Innovation your ability or the ability of the Student to carry out and complete the Project is adversely affected. 9.3 10.4 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 interests interest between us in completing achieving the Outcomes of the Project, the value for money of the Project, the anticipated benefit to New Zealand from the Project and ensuring the Student continues maintaining research capability critical to gain work experience in a New Zealand commercial R&D environmentZealand; 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. EXAMPLE ONLY. 9.4 10.5 If we agree to negotiate in good faith a variation to this Agreement, the variation may include, without limitation, changes to the Project, the Outcomes of the Project, the way in which the Project Outcomes will be completedachieved, the duration of the Project, or the Funding. 9.5 10.6 If we are unable to resolve a Change Event by 1 month after the date of the notice given under clause 9.210.3(a), either of us may immediately terminate this Agreement by notice. 10.7 Nothing in this clause prevents either of us from exercising our powers under clause 11.

Change Events. 9.1 A change event ("Change Event") occurs if, during the term of this Agreementthe Project, either any of us receives new information, or an event occurs or is likely to occur, that materially affects or is likely to materially affect this Agreement, the Project or the Student, and includes without limitation the following: (a) an event that prevents, or is likely to prevent, either of us from being able to meet our obligations under this Agreement, including our obligations relating to: i. (i) the Funding or the Student; or (ii. your ability ) the Company or the Student's ability to carry out and complete the Project; iii. Project and ensure the Outcomes are achieved, including changes to the Company's governance, senior management or business structure;; or (b) an event that shows the Student is not eligible as set out in clause 1.2; (c) an event that may bring the reputation of the Government, ▇▇▇▇▇▇▇▇▇ Innovation or the R&D Grants Programme into disrepute; (dc) an event that constitutes a "notifiable event" under the Health and Safety at Work Act 2015▇▇▇ ▇▇▇▇; (e) an event, including an actual or likely change in the ownership or the sale of any of your assets, which materially adversely affects, or is likely to materially adversely affect: i. your ability or the ability of the Student to carry out and complete the Project; or ii. arrangements with third parties necessary to complete the Project. 9.2 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; and (c) ▇▇▇▇▇▇▇▇▇ Innovation may suspend payment of the Funding if in the reasonable opinion of ▇▇▇▇▇▇▇▇▇ Innovation your ability or the ability of the Company or the Student to carry out and complete the Project is adversely affected. 9.3 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 interests between us in completing achieving the Objectives of the Project and ensuring contributing towards the Student continues to gain work experience in a New Zealand commercial R&D environmentcompletion of the Student’s Degree; 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. EXAMPLE ONLY. 9.4 If we agree to negotiate in good faith a variation to this Agreement, the variation may include, without limitation, changes to the Project, the Objectives of the Project, the way in which the Project Objectives will be completedachieved, the duration of the Project, or the Funding. 9.5 If we are unable to resolve a Change Event by 1 month after the date of the notice given under clause 9.29.3(a), either any of us may immediately terminate this Agreement by notice. 9.6 Nothing in this clause prevents any of us from exercising our powers under clause 11.