Material Change in Applicable Law Sample Clauses
The Material Change in Applicable Law clause addresses how the parties will handle situations where relevant laws or regulations change significantly during the term of an agreement. Typically, this clause outlines the process for notifying the other party of such changes, and may allow for renegotiation of terms, suspension of obligations, or even termination if compliance becomes impossible or unduly burdensome. Its core function is to allocate risk and provide a clear mechanism for adapting the contract to unforeseen legal developments, ensuring that neither party is unfairly disadvantaged by changes outside their control.
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Material Change in Applicable Law. If during the Term, any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Agreement or any Terminal Service Order and which has a material adverse economic impact upon a Party, either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement or a Terminal Service Order with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement or to an applicable Terminal Service Order that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.
Material Change in Applicable Law. If during the Term, any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Agreement, the Long Beach Berth Throughput Agreement or a Terminal Service Order and which has a material adverse economic impact upon a Party, either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement, the Long Beach Berth Throughput Agreement or a Terminal Service Order with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement, the Long Beach Berth Throughput Agreement or an applicable Terminal Service Order that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.
Material Change in Applicable Law. Without limiting Customer’s reimbursement obligations under Section 6(b), if during the Term, any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Agreement or a Terminal Service Order and which has a material adverse economic impact upon a Party, either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement or a Terminal Service Order with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement or an applicable Terminal Service Order that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.
Material Change in Applicable Law. If during the term of this Lease, any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Lease and which has a material adverse economic impact upon a Party, either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Lease with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Lease that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.
Material Change in Applicable Law. If during the Term, (i) any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Agreement and which has a material adverse economic impact upon a Party or (ii) the California Public Utilities Commission imposes any price or operational restriction, regulation or tariff on the SoCal Pipelines or any Segment or portion thereof which has a material adverse economic impact upon a Party, then either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement or a Pipeline Service Order with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement or to an applicable Pipeline Service Order that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.
Material Change in Applicable Law. If during the Term, any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Agreement and which has a material adverse economic impact upon a Party, either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.
Material Change in Applicable Law. Without limiting TRMC’s reimbursement obligations under Section 6, if during the Term, any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Agreement or a Terminal Service Order and which has a material adverse economic impact upon a Party, either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement or a Terminal Service Order with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement or an applicable Terminal Service Order that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein. SECTION 18 LIMITATION OF LIABILITY
(a) Waiver of Consequential and Other Damages. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM THE BREACH, DEFAULT, STRICT LIABILITY, OR THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF SUCH PARTY WHILE PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ACTUALLY AWARDED TO A THIRD PARTY OR ASSESSED BY A GOVERNMENTAL AUTHORITY AND FOR WHICH A PARTY IS PROPERLY ENTITLED TO INDEMNIFICATION FROM THE OTHER PARTY PURSUANT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT.
(b) Claims and Liability for Lost Product. Operator shall not be liable to TRMC for lost or damaged Product unless (i) Operator would be responsible under Section 13(d) and (ii) TRMC notifies Operator in writing within ninety (90) days of the report of any incident or the date TRMC learns of any such loss or damage to the Product. Operator’s maximum liability to TRMC for any lost or damaged Product shall be limited to (i) the lesser of (1) the replacement value of the Product at the time of the incident based upon the price as posted by Platts or similar publication for similar Product in the same locality, and if no other similar Product is in the locality, then in the state, or (2) the actual cost paid for the Product by TRMC (copies of TRMC’s invoices of cost paid must be provided), less (ii) the salvage value, if any, of the damaged Product.
(c) Demurrage. Operator assumes no liability for demurrage (whether related to...
Material Change in Applicable Law. From the date hereof until the Closing or the earlier termination of this Agreement pursuant to Article IX hereof, if there shall be any change in Law that materially and adversely affects the ability of the Parties to consummate the Transaction (a “Change in Law”), the Parties shall negotiate in good faith to modify the terms of this Agreement to comply with the Change in Law such that the modifications approximate as closely as possible to the terms (and economic benefits) of this Agreement prior to the Change in Law.
Material Change in Applicable Law. Either Party has the right to terminate this Agreement, in whole but not in part, upon ninety (90) days' prior written notice to the other Party (unless the 90th day falls during a Tax Season, in which case the required prior written notice period will be extended and this Agreement will not terminate until the end of such Tax Season, or such shorter time as may be required by Applicable Law), if any material change to Applicable Law occurs which prohibits or has a Material Adverse Effect upon such Party's ability to offer the Financial Products or perform its obligations under this Agreement or any other Program Contract; provided, however, that to the extent practicable under the circumstances, prior to any such termination, the terminating Party has negotiated in good faith with the other Party to determine if the Financial Products or the Program can be modified in such a way as to be reasonably satisfactory to both Parties and in compliance with the change of Applicable Law; provided, further, that if a change of Applicable Law occurs that impacts only a particular state or states (or other jurisdiction), but does not otherwise prohibit or have a Material Adverse Effect upon such Party's ability to offer the Financial Products or perform its obligations under this Agreement or any other Program Contract in other states (or other jurisdiction), then the Parties agree that such termination will apply solely with respect to the impacted state or states (or other jurisdiction).