Common use of Other Changes or Developments Clause in Contracts

Other Changes or Developments. If DPRC is able to take any other action that would permit DPRC to pay the Additional Consideration to the Shareholders in an amount that is in excess of that which would otherwise be permitted under Section 3.4, above, without violating Section 8.5, below, which determination shall be made by DPRC in its good faith judgment after first consulting with its legal counsel and the DPRC Auditor, and the only adverse consequence to DPRC would be the obligation to pay that amount of the Additional Consideration to the Shareholders, DPRC, at the Shareholders' sole cost and expense, shall take such action. Notwithstanding the foregoing or anything in this Agreement to the contrary, at no time shall the aggregate amount of the Initial Consideration and the Additional Consideration hereunder exceed Seventy Million and No/100 Dollars ($70,000,000.00).