MATERIAL VARIATIONS Clause Samples

MATERIAL VARIATIONS. Due to the use of natural wood products there may be some variation in the final flooring and cabinetry colors and any other wood based products.

MATERIAL VARIATIONS. 24.1 Either Party may request a material variation to this Agreement (a “Material Variation”) pursuant to the process set out in this Clause 24. 24.2 A Party may request a Material Variation at any time by sending the request in writing to the Sightsavers Contract Officer or the Subcontract Contract Officer, as relevant. The request shall contain sufficient information setting out: 24.2.1 the extent of the proposed Material Variation and any additional cost that may be incurred; and 24.2.2 a formal, technical and commercial justification. 24.3 In the event that the Parties are unable to agree to a Material Variation Sightsavers may: 24.3.1 continue to perform its obligations under this Agreement without the Material Variation; or 24.3.2 in the event that it requested the Material Variation, terminate this Agreement with immediate effect, in accordance with this Agreement or where the Subcontractor can show evidence of substantial work having been carried out to provide the Services under this Agreement, the Parties shall treat this as a dispute in accordance with the Dispute Resolution Procedure in Clause 34. 24.4 If the Parties agree the Material Variation, the Material Variation shall be effected upon both Parties signing a contract amendment letter, in such form as may be reasonably specified by Sightsavers (the “Contract Amendment Letter”) and the Subcontractor shall implement such Material Variation and be bound by the same provisions so far as it is applicable, as though such Material Variation was stated in this Agreement. Sightsavers will not pay for any extra-contractual action, activity or expenditure otherwise undertaken by the Supplier where the Parties have not agreed it in writing in an executed Contract Amendment Letter in accordance with this Clause 24 for such costs to be incurred or for the additional activity to be undertaken. The Subcontractor shall promptly return on request by Sightsavers, any monies which Sightsavers may have paid the Subcontractor in respect of activities or payments which have not been authorised by Sightsavers in accordance with this Clause 24.

MATERIAL VARIATIONS. A Material Variation is a variation that ARENA considers may impact the overall merit or value for money of the Project or could give rise to probity issues. The following variations may be treated as a Material Variation: (a) any amendments to the Project Details or Schedule 1 not covered by Non-Material Variations (including variations to dates generally exceeding 6 months); (b) any changes to the Outcomes of a Project; (c) any material changes in a research plan; (d) any material changes to Project design, construction and/or commissioning; (e) any change in the delivery of the Project, including the physical location of delivery; (f) any material reductions in cash or in-kind Contributions from the Recipient or Project Participants; or (g) any loss or change of a Project Participant, or subcontractors approved for Major Subcontract Work, or Specified Personnel. Where ARENA considers that the Recipient’s variation request could impact the overall merit assessment or value for money of the project in a detrimental way, or raise probity concerns, and is consistent with one or more of the above mentioned criteria, ARENA may, acting in its sole discretion: (a) refer the variation to the ARENA Advisory Panel (AAP) or a member of the AAP, a technical due diligence adviser, probity adviser, or any other appropriate adviser for further consideration and advice; (b) treat the Recipient’s variation as a new project and request the Recipient to submit a new funding application under an appropriate ARENA program; or (c) refuse the variation request and reserve the right to exercise any rights it may have under the Funding Agreement if the Recipient is found to be subsequently in breach of its obligations under the Funding Agreement.

MATERIAL VARIATIONS. 8.2.1 Subject to sub-clause 8.2.2, each of the Senior Beneficiaries agrees with each Mezzanine Beneficiary that, unless the Majority Mezzanine Lenders otherwise consent in writing: (a) if any of the Senior Beneficiaries agree or consent to any Material Variation to the Senior Documents; and (b) such a Material Variation results in either an increase in the amount of the Senior Liabilities or an extension of the date on which any Outstandings under the Senior Credit Agreement are to be repaid, the amount of either the increase of the Senior Liabilities or, as the case may be, the amount of Outstandings under the Senior Facility with such an extended repayment date will rank, for all purposes of this Deed and the Security Documents, behind the Mezzanine Liabilities. 8.2.2 Notwithstanding anything herein to the contrary, the Senior Beneficiaries shall be permitted at any time (and will still preserve their priority over the Mezzanine Liabilities in respect thereof) to: (a) increase the amount of Outstandings under the Senior Credit Agreement (including without limitation, in excess of the Total Commitments as originally provided in the Senior Credit Agreement) by, in aggregate, an amount of up to EUR200,000,000 or its equivalent (the "SENIOR HEADROOM"); and (b) extend the date on which any Outstandings under the Senior Credit Agreement are to be repaid PROVIDED THAT (i) such an extension is for a period of no longer than 12 months, (ii) such an extension does not extend beyond the Mezzanine Final Maturity Date and (iii) the amount, in aggregate of Outstandings so extended is no greater than the Senior Headroom.