Common use of Material Change in Law Clause in Contracts

Material Change in Law. In the event that, after the date of this Agreement, there is a material change in law which results in this Agreement or the parties' performance of their obligations hereunder being in violation of applicable law, the parties shall negotiate in good faith with one another to amend this Agreement so as to promptly eliminate such violation, provided that such amendment shall give the fullest possible effect to the intent of the parties as expressed herein. If the parties are unable to agree upon such amendment, either party may submit the matter to binding arbitration before a single arbitrator in Chicago, Illinois in accordance with the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure for Arbitration, and judgment upon the award of the arbitrator may be entered in any court having jurisdiction. The arbitrator shall make a determination as to whether it is more likely than not that a material change in law after the date of this Agreement has resulted in this Agreement or the parties' performance of their obligations hereunder being in violation of applicable law, and, if the arbitrator determines that it has, such arbitrator shall either (i) draft and require the parties to enter into an amendment to this Agreement which eliminates the violation of law and conforms as closely as possible to the original terms of this Agreement, or (ii) if the arbitrator determines that no such amendment is feasible, order the termination of this Agreement. Until the earlier of (i) the date any such dispute is resolved through mutual agreement or binding arbitration or (ii) six (6) months after any such arbitration is commenced, each party shall continue to observe all other terms of this Agreement and shall cause each of its Affiliates to continue to perform such Affiliate's obligations under all Standard Facility Pharmacy Services Contracts.