Change Event. Any condition, event, act, omission or breach, other than the issuance of a Change Directive, which the Contractor believes entitles it to a change in the Lump Sum Price, or the Substantial or Final Completion Date.
Change Event. Any condition, event, act, omission or breach, other than the issuance of a Change Directive, which the Design-Builder believes entitles it to a change in the Guaranteed Maximum Price, the Preconstruction Fee, Design-Build Fee, the Design Budget, the Maximum Cost of General Conditions, or the Substantial or Final Completion Date.
Change Event. 17.3.1 Any Suspension that is not caused by a negligent act of Competency Training shall be considered a Change in accordance with clause 7. Nothing in this clause 17 affects a party’s obligation to pay under the Contract.
Change Event. A party may give notice to each other party to a Project Document if it becomes aware of the occurrence or likely occurrence of any Change Event that materially reduces the rights or increases the obligations of that party in connection with the Project Document or otherwise materially affects the ability of that party to perform its obligations under a Project Document.
Change Event. Company and its Providers may change, or if necessary to terminate, the Product if an applicable government rule or regulation is promulgated or interpreted so as to make it materially more difficult, or impossible, to provide the Product without material changes.
Change Event. “Change Event” means a Change of Control or any transaction described in Paragraphs 9.1, 9.2, 9.3 or 9.4 below.
Change Event. The parties acknowledge that Licensee is a private company at the time of the Schedule Effective Date. In the event Licensee undergoes (i) an initial public offering (IPO) or (ii) the acquisition of all or substantially all of Licensee’s assets or greater than 50% of the voting stock of Licensee by a party or parties that are not primarily in the business of funding private entities and that are not financial institutions (subject to the assignment provision in Section 15.5 of the Master Agreement) (each a “Change Event”), the term of this Technology Schedule shall be automatically extended as provided in Paragraph 11 above and the license fees under Paragraph 7.1 shall become payable as set forth therein with respect to the applicable Change Event.
Change Event. If during the Term a Change Event occurs with respect to any Mill, Purchaser, at its sole election may either (i) redirect the corresponding Product Reduction to another Delivery Point subject to a Freight Adjustment as contemplated by Section 5.1(a) hereof, or (ii) upon ninety (90) days’ prior notice to Seller, terminate its rights under this Agreement (which termination shall be effective on the later of (x) the occurrence of such Change Event, or (y) the date ninety (90) days after the delivery of such notice) with respect to all or a portion of such Product Reduction and Seller and Purchaser shall be released from all liability under this Agreement with respect to such Product Reduction and the Obligation Floor shall be proportionately reduced.
Change Event. It is understood and agreed that Purchaser’s usage requirements would be greatly diminished in the event of (i) a closing of the Mill or (ii) a material decrease in Purchaser’s requirements for Product as a result of a material change of manufacturing processes, but only if such event causes Purchaser’s overall consumption of Pulpwood at the Mill to drop below the Obligated Volume (each of the foregoing, a “Change Event”). Purchaser shall deliver to Seller notice of any Change Event not less than ninety (90) days before the occurrence of such Change Event (or, if Seller is unaware of the Change Event ninety (90) days before the Change Event, promptly after Seller becomes aware of the prospective occurrence of such Change Event). Notwithstanding anything herein to the contrary, after the occurrence of a Change Event, (a) Purchaser or Seller may, in either party’s sole discretion, terminate this Agreement by delivering to the other party not less than ninety (90) days prior written notice of its election to terminate this Agreement; and (b) if Purchaser terminates this Agreement pursuant to clause (a), Purchaser shall pay to Seller on a quarterly basis for a period commencing on the effective date of such termination and ending one (1) year following the effective date of such termination, the difference between (x) the gross proceeds that Seller would have received hereunder (calculated as the Obligated Volume that would have been purchased and sold hereunder during such period, multiplied by the applicable Quarterly Prices during such period), minus (y) the actual proceeds that Seller receives from the sale of such Obligated Volume (or such portion of the Obligated Volume that Seller is able to sell) during such period, provided that Seller has used commercially reasonable efforts to sell such Obligated Volume to third parties. Seller’s right of recovery described in clause (b) above shall survive the termination of this Agreement. For the avoidance of doubt, the occurrence of a Change Event shall not relieve Purchaser of any of its obligations hereunder unless and until Purchaser or Seller has terminated this Agreement in accordance with this Section 6.2 (provided that Purchaser shall remain subject to Seller’s right of recovery after such termination as described in clause (b) above).
Change Event. The Company agrees that if there is a Change Event then, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under either this Agreement, the First Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) or any other agreement between the Company and Indemnitee, Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all fees, expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto (unless it is ultimately determined that the Indemnitee is not entitled to the payment of Expenses due to the applicability of any of the limitations set forth in Section 8 hereof, in which case the Indemnitee shall be responsible for all such amounts subject to such limitations).
