Common use of Restrictions on Changes Clause in Contracts

Restrictions on Changes. Unless otherwise agreed to by the Parties, the City shall not at any time during the Term require, and Design-Builder may refuse to implement, a Change which: (a) would be contrary to Applicable Law; (b) would render the insurance policies required under this Agreement void or voidable, unless the City agrees to provide replacement security acceptable to Design-Builder acting reasonably; (c) would cause revocation of any Project Approval required by Design-Builder to perform its obligations under this Agreement, where such Project Approval would not, using reasonable efforts, be capable of amendment or renewal; (d) would require a new Project Approval for Design-Builder to perform its obligations under this Agreement, which Project Approval would not, using reasonable efforts, be reasonably obtainable; (e) would cause Design-Builder to be unable to obtain a Project Approval required by Design-Builder to perform its obligations under this Agreement, provided that such Project Approval: (i) was previously required but at the time of the Change Enquiry had not yet been obtained by Design-Builder; and (ii) would not, using reasonable efforts, be reasonably obtainable as a result of the Change; (f) would result in a change in the essential nature of the Infrastructure; or (g) would materially and adversely affect the risk allocation and payment regime under this Agreement with respect to the Design or the Construction. If Design-Builder, acting reasonably, determines that a Change is unacceptable because it contravenes one or more of the above, then Design-Builder shall promptly give notice to the City of its objection, with written reasons. If the City disagrees then it may deliver a Dispute Notice to Design-Builder, and the Parties will cooperate to have the issue resolved in a timely manner pursuant to the Dispute Resolution Procedure.

Restrictions on Changes. Unless otherwise agreed to by the Parties, the City shall not at any time during the Term require, and Design-Builder Project Co may refuse to implement, a Change which: (a) would be contrary to Applicable Law; (b) would render the insurance policies required under this Agreement void or voidable, unless the City agrees to provide replacement security acceptable to Design-Builder Project Co acting reasonably; (c) would cause revocation of any Project Approval required by Design-Builder Project Co to perform its obligations under this Agreement, where such Project Approval would not, using reasonable efforts, be capable of amendment or renewal; (d) would require a new Project Approval for Design-Builder Project Co to perform its obligations under this Agreement, which Project Approval would not, using reasonable efforts, be reasonably obtainable; (e) would cause Design-Builder Project Co to be unable to obtain a Project Approval required by Design-Builder Project Co to perform its obligations under this Agreement, provided that such Project Approval: (i) was previously required but at the time of the Change Enquiry had not yet been obtained by Design-BuilderProject Co; and (ii) would not, using reasonable efforts, be reasonably obtainable as a result of the Change; (f) would result in a change in the essential nature of the Infrastructure; or (g) would materially and adversely affect the risk allocation and payment regime under this Agreement with respect to the Design or the Construction. If Design-BuilderProject Co, acting reasonably, determines that a Change is unacceptable because it contravenes one or more of the above, then Design-Builder Project Co shall promptly give notice to the City of its objection, with written reasons. If the City disagrees then it may deliver a Dispute Notice to Design-BuilderProject Co, and the Parties will cooperate to have the issue resolved in a timely manner pursuant to the Dispute Resolution Procedure.