Changed Circumstance Clause Samples

A Changed Circumstance clause allows parties to modify their obligations or terms of an agreement if significant, unforeseen events occur after the contract is signed. Typically, this clause outlines what qualifies as a changed circumstance—such as new laws, natural disasters, or drastic market shifts—and describes the process for renegotiation or adjustment, like requiring written notice and good faith discussions. Its core function is to provide flexibility and fairness by addressing situations where continuing under the original terms would be impractical or unjust due to events beyond the parties' control.
Changed Circumstance. The existence of a Changed -------------------- Circumstance for such Affected Member.
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Changed Circumstance. 21.01 When any changes in positions/classifications occur in the bargaining unit the Chief ▇▇▇▇▇▇▇ and Staff Representative will be notified in writing and consulted prior to any individual members being notified. The Employer shall prepare a new job description whenever a new position is created or when the duties of an existing position are substantially modified. The position will be evaluated using the job evaluation instrument agreed to by the Employer and the Union. The salary range will be based on the classification agreed to by the Employer and the Union. If the parties are unable to agree on the classification, the dispute shall be referred to the grievance process. Should a salary range change as a result of this process, it will be retroactive to the time the new position was first filled by the employee.
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Changed Circumstance. (a) If, prior to the Closing, to the actual knowledge of either of the Selling Parties, the Selling Parties’ representations or warranties become inaccurate in any respect, the Selling Parties shall promptly give Buyer written notice (a “Change Notice”) of such circumstance (“Changed Circumstance”). Each Change Notice shall state whether such Changed Circumstance is susceptible of cure, and if so, whether the Selling Parties elect to cure such Changed Circumstance. In the event that the Selling Parties elect to cure a Changed Circumstance disclosed in a Change Notice, then (1) the Selling Parties shall promptly commence such cure and diligently prosecute such cure to completion, (2) this Agreement shall remain in full force and effect, and (3) the Closing shall take place on the date set therefor, or as soon thereafter as the Selling Parties are reasonably able to complete such cure; provided, however, that the Closing shall not be delayed more than fifteen (15) days to allow the Selling Parties to complete such cure. In the event Buyer discovers prior to the Closing that any of the Selling Parties’ representations or warranties are inaccurate in any respect, then Buyer shall promptly deliver written notice thereof to the Selling Parties and, within three (3) business days thereafter, the Selling Parties shall deliver a Change Notice with respect thereto to Buyer. (b) In the event that (A) either a Changed Circumstance disclosed in a Change Notice is not susceptible of cure, the Selling Parties elect not to cure such Changed Circumstance, or the Selling Parties elect to cure such Changed Circumstance but fails to promptly commence or diligently prosecute such cure to completion prior to Closing (as it may have been postponed pursuant to clause (a) above), and (B) Buyer determines in its reasonable discretion that such Changed Circumstance materially and adversely affects the Purchased Assets or transactions contemplated by this Agreement, then Buyer shall have the right to terminate this Agreement by delivering written notice to the Selling Parties and the Escrow Agent not later than fifteen (15) business days after Buyer’s receipt of notice that the Selling Parties are not able or willing to cure such Changed Circumstance. Failure of Buyer to timely deliver such written notice of termination shall be conclusively deemed acceptance by Buyer of such Changed Circumstance. (c) If Buyer does give timely notice of termination pursuant to clause (b) above, this ...
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Changed Circumstance. If, from time to time after the Commencement Date, Landlord or Tenant determines in the exercise of its commercially reasonable judgment that the limits of the insurance required to be maintained by Tenant hereunder are no longer commensurate to the limits being regularly required by institutional landlords of similar properties in the applicable State or their institutional lenders or that a particular type of insurance coverage is being regularly required by institutional landlords of similar properties in the applicable State or their institutional lenders and is not then required hereunder or vice versa, Landlord or Tenant, as the case may be, may notify the other party of the same, indicating the particular limit or type of coverage that such party has determined should be increased, decreased, carried or not carried by Tenant, as applicable. Notwithstanding anything herein to the contrary, neither party may request a modification of the insurance requirements of this Lease more frequently than once every three (3) years under this Section 14.7 and notwithstanding anything to the contrary herein, any decrease in a particular limit or removal of a particular type of coverage hereunder shall only become effective if permitted by the Facility Mortgagee. If the responding party, in the exercise of its commercially reasonable judgment, objects to the first party’s determination made under this Section 14.7 and Landlord and Tenant are unable to agree upon the matter within fifteen (15) days of the responding party’s receipt of the applicable notice from first party (the “Review Period”), such determination shall be made by a reputable insurance company, consultant or expert (an “Insurance Arbitrator”) with experience in the senior housing insurance industry as mutually identified by Landlord and Tenant in the exercise of their reasonable judgment within ten (10) days of the expiration of the Review Period. As a condition to a determination of commercial reasonableness with respect to any particular matter, the Insurance Arbitrator shall be capable of providing, procuring or identifying particular policies or coverages that would be available to Tenant and would satisfy the requirement in issue. The determinations made by any such experts shall be binding on Landlord and Tenant for purposes of this Section 14.7, and the costs, fees and expenses of the same shall be shared equally by Tenant and Landlord. If Tenant and Landlord are unable to mutually agree upo...
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Changed Circumstance. The section shall be deemed as a supplementary and not inconsistent with the Transaction Agreements and other terms of the Agreement. If at any time, the Pledgee believes that the Agreement and/or the disposition of the Pledged Property specified by provisions of the Agreement become illegal or are contrary to the laws, regulations or rules as a result of promulgation or change of any Chinese Laws, regulations or rules, or due to the interpretation or change of interpretation of such laws, regulations or rules, or due to the change of the relevant registration procedures, the Pledgors and the Company shall immediately, according to the written instructions of the Pledgee and reasonable requirements of the Pledgee, take any action and/or sign any agreement or other documents to: 11.1 Maintain the validity of this Agreement; 11.2 Facilitate the disposition of the Pledged Property in the manner provided by the Agreement; and/or 11.3 Maintain or realize the guarantee established or intended to be established by the Agreement.
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Changed Circumstance 
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Related to Changed Circumstance

  • Changed Circumstances (a) In the event that: (i) on any date on which the Eurodollar Rate would otherwise be set the Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the Eurodollar Rate, as the case may be, or (ii) at any time the Lender shall have determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of, or conversion of any Loan to, a Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank eurodollar market or (2) compliance by the Lender with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or (B) the Eurodollar Rate shall no longer represent the effective cost to the Lender for United States dollar deposits in the interbank eurodollar market; then, and in any such event, the Lender shall promptly so notify the Borrower thereof in writing. Until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, the Lender’s obligation to allow selection by the Borrower of the type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If at the time the Lender so notifies the Borrower, the Borrower has previously given the Lender a Notice of Borrowing or Conversion with respect to one or more Affected Loans but such Loans have not yet gone into effect, the Borrower shall have been deemed to have requested that such Loans be made or converted, as applicable, to Base Rate Loans. Upon such date as shall be specified in such notice from the Lender (which shall not be earlier than the date such notice is given) the Borrower shall, with respect to the outstanding Affected Loans, be deemed to have converted such Affected Loans to Base Rate Loans, but shall remain obligated to pay any amounts required to be paid pursuant to Section 2.16. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law), in each case, effective after the date hereof: (i) subjects the Lender to any Tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for Taxes imposed by way of withholding or deduction, which shall be governed solely and exclusively by Sections 2.21 and 2.22), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Lender (other than such requirements as are already included in the determination of the Eurodollar Rate), or (iii) imposes upon the Lender any other condition with respect to its performance under this Agreement or any other Loan Document, and the result of any of the foregoing is to increase the cost to the Lender, reduce the income receivable by the Lender or impose any expense upon the Lender with respect to any Loans or any payments made under or with respect to the Letters of Credit, the Lender shall promptly notify the Borrower thereof. The Borrower agrees to pay to the Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by the Lender of a written statement of such amount and setting forth in reasonable detail the Lender’s calculation thereof, which statement shall be deemed true and correct absent manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate the Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that the Lender notifies the Borrower of the Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect.

  • No Change in Facts or Circumstances All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

  • Change of Circumstances The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise ▇▇▇▇▇ promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to ▇▇▇▇▇ pursuant to this Agreement.

  • Special Circumstances An employee shall be entitled to extend the maternity leave by up to an additional six (6) consecutive weeks' leave without pay where a physician certifies the employee as unable to return to work for medical reasons related to the birth. An employee shall be entitled to extend the parental leave by up to an additional five (5) consecutive weeks' leave without pay where the child is at least six (6) months of age before coming into the employee's care and custody and the child is certified as suffering from a physical, psychological or emotional condition. Provided however, that in no case shall the combined maternity and parental leave exceed fifty-two (52) consecutive weeks following the commencement of the leave.

  • Adverse Circumstances No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which: (i) would have a Material Adverse Effect upon Debtor; or (ii) would constitute an Event of Default or an Unmatured Event of Default.