Constructive changes Sample Clauses

A constructive changes clause defines situations where a contract is modified not through formal written amendments, but by the actions or directions of one party—typically the owner or client—that effectively alter the contractor’s scope of work. For example, if the owner issues instructions or approvals that require the contractor to perform additional tasks or change methods, even without a formal change order, this clause allows the contractor to seek an adjustment in price or schedule. Its core function is to ensure that contractors are fairly compensated for extra work resulting from informal or indirect changes, thereby preventing disputes over unauthorized modifications and maintaining project clarity.
Constructive changes. LogRhythm and Customer agree that: (a) Customer has knowledge of and control over the conditions and constraints of Customer’s facilities, and IT environment;; and administers how the services on Customer’s IT infrastructure are performed;;
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Constructive changes. LogRhythm and Customer agree that: (a) Customer has knowledge of and control over the conditions and constraints of Customer’s facilities, and IT environment; and administers how the services on Customer’s IT infrastructure are performed; (b) LogRhythm may undertake a course of action under this engagement which was unforeseen at the time the PSA was executed but is necessary, arises from a latent or unusual condition, is at the direction of the Customer, or results from an act of omission of the Customer and, by changing LogRhythm’s manner, method, or scope of work, increases LogRhythm’s cost or schedule to perform; (c) should LogRhythm’s cost or schedule to perform so increase, LogRhythm shall have the right to an equitable adjustment to the price, schedule, and/or terms of the PSA for such changes even if these changes have not been submitted through the Project Change Process set forth in Section 4.
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Constructive changes. 7.3.1 To the extent that Contractor: (i) receives a written or verbal direction or proceeding from UTA that Contractor believes to constitute a material change to the nature, character or schedule of the Work; and/or (ii) becomes aware of any circumstance or condition that expressly provides Contractor a right to a Change Order under the terms of the Contract Documents, then (in either case) Contractor shall deliver to UTA’s Project Manager written notice (hereinafter a “Potential Change Notice”) within ten (10) Days after Contractor becomes aware of (or should have reasonably become aware) the facts and circumstances which Contractor believes to give rise to a Change Order.
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Constructive changes. Swimlane and Customer agree that: (a) Customer has knowledge of and control over the conditions and constraints of Customer’s facilities, and IT environment; and administers how the services on Customer’s IT infrastructure are performed; (b) Swimlane may undertake a course of action under this engagement which was unforeseen at the time the ICSA was executed but is necessary, arises from a latent or unusual condition, is at the direction of the Customer, or results from an act of omission of the Customer and, by changing Swimlane’s
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Constructive changes. Contractor shall promptly notify Owner if it believes any written instruction by Owner (a "Constructive Change") entitles Contractor to an equitable adjustment of the Contract Price or the Contract Summary Schedule, Contract Detailed Schedule, Schedule of Values, Guaranteed Substantial Completion Dates, Early Completion Dates (subject to the limitations set forth in Section 10.1.3), or Guaranteed Final Completion Date, which notice shall be accompanied by a statement of the basis for its belief and supporting documentation therefor, including a Change Order Request relating to such potential Constructive Change.
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Constructive changes. − Any written order (including instruction, interpretation, determination, authorization or approval) from the Owner or Professional that causes a change in the Contract Documents shall constitute a change in the Work, provided the Contractor or the Owner gives prompt, written notice of a change to the other (with copy to the Professional) stating the date, circumstances and source of the change. 10.1.3.1. Upon receipt and evaluation of the written notice, if the Owner agrees, with the Professional’s advice, that a change within the general scope of the Work has been ordered, the Owner shall, by Change Order or Change Authorization, correspondingly amend the Contract Documents. If the Owner finds that a change within the general scope of the Work has not been ordered, and the Contractor disagrees, the Contractor may deliver notice of a claim and a claim Submittal in accordance with the procedures and within the deadlines set forth in Article 15. 10.1.3.2. No proposal or claim by the Contractor on account of changes under paragraphs 3.2.1, 10.1.3 or any other matter for which Contractor asserts added cost or time shall be allowed unless initiated by written notice of such proposal or claim to the Professional and Owner within 21 days after the occurrence of the event giving rise to such proposal or claim or within 21 days after the contractor first recognizes the condition giving rise to the proposal or claim. A full and detailed breakdown of cost and time requested, with supporting documentation, if not provided with initial notice shall be delivered to Professional and Owner within 15 days of the notice, as noted in article 11.1.2, unless otherwise agreed in writing, by the Owner prior to expiriation of such time.
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Constructive changes. LogRhythm and Customer agree that: (a) Customer has knowledge of and control over the conditions and constraints of Customer’s facilities, and IT environment; and administers how the services on Customer’s IT infrastructure are performed; (b) LogRhythm may undertake a course of action under this engagement which was unforeseen at the time the PSA was executed but is necessary, arises from a latent or unusual condition, is at the direction of the Customer, or results from an act of omission of the Customer and, by changing LogRhythm’s LogRhythm, Inc. - Confidential 13 manner, method, or scope of work, increases LogRhythm’s cost or schedule to perform; (c) should LogRhythm’s cost or schedule to perform so increase, LogRhythm shall have the right to an equitable adjustment to the price, schedule, and/or terms of the PSA for such changes even if these changes have not been submitted through the Project Change Process set forth in Section 4.
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Constructive changes. Disputes with Respect to Changes............................................................. 43 7.6
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Related to Constructive changes

  • Constructive Termination The Executive may terminate the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereof: (i) failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, which the Executive held immediately prior to the Change of Control; (ii) (A) a material adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees; (iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive; (iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or (v) the Executive is required to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:

  • Potential Change in Control A “Potential Change in Control” shall exist during any period in which the circumstances described in paragraphs (a), (b), (c) or (d), below, exist (provided, however, that a Potential Change in Control shall cease to exist not later than the occurrence of a Change in Control): (a) The Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control, provided that a Potential Change in Control described in this paragraph (a) shall cease to exist upon the expiration or other termination of all such agreements; (b) Any Person (without regard to the exclusions set forth in subsections (i) through (iv) of such definition) publicly announces an intention to take or to consider taking actions the consummation of which would constitute a Change in Control; provided that a Potential Change in Control described in this paragraph (b) shall cease to exist upon the withdrawal of such intention, or upon a determination by the Board that there is no reasonable chance that such actions would be consummated; (c) Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities; (d) The Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control exists; provided that a Potential Change in Control described in this paragraph (d) shall cease to exist upon a determination by the Board that the reasons that gave rise to the resolution providing for the existence of a Potential Change in Control have expired or no longer exist.

  • Change in Ownership Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

  • Change of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than twenty five percent (25%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors; (ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or (iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or (iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or (v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).

  • Change in Effective Control A Change in Effective Control occurs if, over a twelve (12) month period: (i) a person or group acquires stock representing thirty percent (30%) of the voting power of the corporation; or (ii) a majority of the members of the board of directors of the ultimate parent corporation is replaced by directors not endorsed by the persons who were members of the board before the new directors’ appointment, as defined in Treasury Regulations §1.409A-3(i)(5)(vi).