Change in Regulations Sample Clauses

Change in Regulations. If any of the specific Regulations upon which the Special Allocations provided for in this Exhibit are based are hereafter changed or if new Regulations in the opinion of the reputable tax counsel retained by the Company make it necessary to revise the foregoing special allocation rules or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation of Profits, Losses or other tax attributes otherwise provided for in Section 7 of the Agreement would be altered as a result of a challenge thereto by the IRS, the Members agree to make such reasonable amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially affecting the amounts distributable to any Member pursuant to this Agreement.

Change in Regulations. If any of the specific Regulations upon which the special allocations provided for in this Section 6.05 are based are hereafter changed or if new Regulations in the opinion of the reputable tax counsel retained by the Partnership (“Tax Counsel”) make it necessary to revise the foregoing special allocation rules or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation of Net Income, Net Losses, credits or other tax attributes otherwise provided for in Section 6.04 would be altered as a result of a challenge thereto by the Internal Revenue Service, the Partners agree to make such reasonable amendments to this Agreement as, in the opinion of such Tax Counsel, are reasonably necessary or desirable, taking into account the interests of the Partners as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially affecting the amounts distributable to any Partner pursuant to this Agreement.

Change in Regulations. In the event that Buyer determines that it either is or will be at a future date unable to burn the coal supplied under this Agreement due to the quality of the coal and legally imposed regulations, Buyer shall promptly notify Seller in writing. The parties agree to make a good-faith effort to resolve the problem in a manner to allow Buyer to continue using Seller’s coal. If after thirty (30) days the parties have not reached agreement on a mutually acceptable solution, then Buyer shall have the right by written notice given as early as possible to terminate this Agreement on the future date after which it cannot legally burn coal from Seller’s Mine. Nothing herein shall be construed as requiring Buyer to incur any significant added expense or significant capital investment to (i) treat or alter the characteristics of the coal, (ii) blend the coal with any other fuel including other coal, or (iii) make any modifications to the Plant to utilize Seller’s coal.

Change in Regulations. With respect to SCADA and associated communications equipment, including communication paths with current routing diversity that are in existence as of the date of this Agreement, the Parties acknowledge that Transmission Owner may be subjected to changing Applicable Reliability Standards that render such existing SCADA and associated communications equipment non-compliant with such regulations. The Party owning such existing SCADA and associated communications equipment affected by any such changes in regulations shall respond in accordance with Good Utility Practice to assure compliance for such SCADA and associated communications equipment.

Change in Regulations. Tenant and Owner acknowledge and agree that if at any time during the term of the Lease the rules and regulations of the Uniform Building Code or the Uniform Fire Code pertaining to hazardous materials change so as to require an additional investment in ire protection equipment in the Premises then such additional investment shall be the obligation of Tenant, provided however that such additional investment shall not be required as a result of any action of Owner with respect to the Premises, the Building or the Project.

Change in Regulations. If the Regulations incorporating the Regulatory Allocations are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Partnership, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article IV would not be respected for federal income tax purposes, the Partners shall negotiate in good faith any amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Partners as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Partner pursuant to this Agreement.

Change in Regulations. If the Treasury Regulations incorporating the Tax Regulatory Allocations are hereafter changed or if new Treasury Regulations are hereafter adopted, and such change or new regulations, in the opinion of independent recognized tax counsel for the Company, make it necessary to revise the Tax Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this ARTICLE 8 would not be respected for U.S. Federal income tax purposes, this Agreement shall be amended in such a manner as, in the opinion of such counsel, is necessary or desirable, taking into account the economic interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts that otherwise would be distributable to any Member pursuant to this Agreement.

Change in Regulations. The rates and payments due to Contractor pursuant to this Drilling Contract may be revised or adjusted by the actual amount of change in Contractor’s cost if Contractor’s costs increase due to a change in any applicable laws, rules or regulations, or interpretation or enforcement thereof, by Governmental Authorities in the Host Country, provided that (A) such cost increase is not more than [***] of the amount of the affected rate or payment, and is documented by Contractor to Operator’s satisfaction, (B) such cost increase is due solely to Contractor’s necessary efforts to comply with the change in (or interpretation or enforcement of) applicable laws, rules or regulations, (C) such change in (or interpretation or enforcement of) applicable laws, rules or regulations does not increase Contractor’s profits, and (D) upon Operator’s request, the Parties shall meet to discuss and agree upon when such rate increase shall be applicable given the particular facts and circumstances of the change in (or interpretation or enforcement of) applicable laws, rules or regulations. For any change described in this Section 3.8 that may result in an increase of Contractors’ costs in an amount that is more than [***] of the amount of the affected rate or payment, the Parties shall meet to discuss the particular facts and circumstances of such change.

Change in Regulations. (A) If (x) Regulation D of the Board of Governors of the Federal Reserve System, or (y) the adoption of any applicable Law, treaty, rule, regulation or guideline, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Bank or its lending branch with any request or directive (whether or not having the force of Law) of any such authority, central bank or comparable agency, (a) shall subject Bank, its lending branch or any Loan to any tax, duty, change, stamp tax, fee, deduction, withholding or other charge in respect of this Agreement, any Loan or the obligation of Bank to make or maintain any Loan, or shall change the basis of taxation of payments to Bank of the principal of or interest on any Loan or any other amounts due under this Agreement in respect of any Loan or its obligation to make or maintain any Loan (except for changes in the rate of tax on the overall net income of Bank imposed by the federal, state or local jurisdiction in which Bank’s principal executive office or its lending branch is located); (b) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Bank; or (c) shall impose on Bank any penalty with respect to the foregoing or any other condition affecting this Agreement, the Loan or the obligation of Bank to make or maintain the Loan; and the result of any of (a) through (c) above is to increase the cost to (or to impose a cost on) Bank of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by Bank under this Agreement then Bank shall notify Borrower after it receives final notice of any of the foregoing and, within 45 days after demand by Bank (which demand shall be accompanied by a statement setting forth the basis of such demand), Borrower shall pay directly to Bank such additional amount or amounts as will compensate the Bank for such increased cost or such reduction. (B) If either (i) the introduction of or any change in or change in the interpretation of any Law or regulation or (ii) compliance by Bank with any guideline or request from any central bank or other governmental authority (whether or not havi...