New Circumstances Clause Samples
The "New Circumstances" clause defines how the parties should address situations that arise after the agreement is signed but were not anticipated at the time of contracting. Typically, this clause outlines procedures for notifying the other party of significant changes, such as regulatory shifts, market disruptions, or unforeseen events that could impact the agreement's performance. Its core function is to provide a structured way to manage unexpected developments, ensuring both parties have a clear process for renegotiation or adjustment, thereby reducing uncertainty and potential disputes.
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New Circumstances. The Parties acknowledge that the Robustness Rules impose certain obligation on Adopters in the event of New Circumstances (as defined in the Robustness Rules). Content Participant may notify Licensor of information regarding any circumstances that Content Participant believes in good faith constitute New Circumstances with respect to one or more Adopters, and Licensor shall make such information available to the relevant Adopters.
New Circumstances. The Parties acknowledge that the Robustness Rules impose certain obligations on Licensees in the event of New Circumstances (as defined in the Robustness Rules). Content Distributor may notify CI Plus TA of information regarding any circumstances that Content Distributor believes in good faith constitute New Circumstances with respect to one or more Licensees, and CI Plus TA shall make such information available to the relevant Licensees.
New Circumstances. The Robustness Rules impose certain obligations on Licensees in the event of New Circumstances (as defined in the Robustness Rules). Content Distributor may notify CI Plus LLP of information regarding any circumstances that Content Distributor believes in good faith constitute New Circumstances with respect to one or more Licensees, and CI Plus LLP shall make such information available to the relevant Licensees.
New Circumstances. (a) The provisions of this Section 6.2.6.4 shall apply in the event that
(i) Licensee’s DVD Products are in compliance with the criteria set forth in Sections 6.2.6.1, 6.2.6.2, and 6.2.6.5 at the time such DVD Products are designed and at any time thereafter
(A) new Widely Available Tools or new Specialized Tools (as defined in Section 6.2.5.2(a)(i)) come into the market, such that if such tools had been so available at the time of the design or such DVD Products, such availability would have caused such DVD Products to fail to comply with Sections 6.2.6.1, 6.2.6.2, or 6.2.6.5; and
(B) it is reasonable to conclude, based on facts made known to Licensee, that such availability is substantially likely to pose meaningful harm in the commercially foreseeable future to other CSS Licensees or Motion Picture Companies; or
(ii) there has been a “New Circumstances” determination as provided in Section 6.2.6.5(b)(iii) or Section 6.2.6.5(c)(iv). The occurrence of the circumstances described in this Section 6.2.6.4(a)(i) or (ii) shall be referred to herein as “New Circumstances.”
(b) Upon (1) Licensee having actual notice of New Circumstances, (2) Licensee having actual knowledge of New Circumstances, (3) learned information that should reasonably have led it to believe – based on the information having been learned by individuals in the business unit responsible for Licensee’s design or production of DVD Products – that New Circumstances exist or (4) the occurrence of a determination of New Circumstances by Licensee or the Task Force pursuant to Section 6.2.6.5, Licensee shall promptly redesign or replace its affected DVD Products and, as soon as “reasonably practicable,” incorporate such redesign or replacement into its affected DVD Products, cease manufacturing affected DVD Products, and cease sales of affected DVD Products. A “reasonably practicable” time period shall be determined by taking into account, without regard to the actual resources of Licensee, (A) the substantiality of the actual and potential harm resulting from the New Circumstances, and (B) the technological difficulty of designing an engineering solution, or the feasibility of obtaining a license, to (i) cure the failure arising from the New Circumstances, (ii) redesign or replace the affected DVD Products, and/or (iii) incorporate such redesign or replacement into affected DVD Products.
(c) In general, and subject to Section 6.2.6.4(d),
(i) such incorporation of the redesign or replacement shall ...
New Circumstances. 1 The provisions of the Credit Line have been fixed in accordance with the economic and financial conditions, both national and international, and with the legal, fiscal, monetary and professional conditions in force at the time of the signature of the Credit Line in France and abroad.
New Circumstances. If as a result of the introduction or of a change in any applicable law, rule, regulation (concerning issues such as taxes) or the official interpretation thereof, the conditions of the Lender's participation in the Agreement are significantly altered—as determined by the Lender in its sole discretion—, the Lender shall promptly inform the Borrower of such an incident. The parties would then negotiate in good faith with a view to finding a solution for continuing the Agreement. The Borrower irrevocably undertakes to pay to the Lender such additional amount as determined by the Lender to be necessary to compensate the Lender for the additional cost or the reduced income undergone by the Lender as a result thereof. However, in such a case the Borrower will have the right to terminate the Agreement by promptly giving notice thereof.
New Circumstances. 14.1 Save as otherwise provided in Clause 8 hereof, if:
(A) there is any change in applicable law, regulation or regulatory requirement or in the interpretation or application thereof; or
(B) compliance by either Party (the "Relevant Party") with any applicable direction or requirement of any competent authority shall impose, modify or deem applicable any reserve requirements or require the making of any special deposits against or in respect of any assets or liability of, deposit with or for the account of, or loans by, the Relevant Party; and the result thereof is either to increase the costs to the Relevant Party of making available or maintaining the Amount or any part thereof or to reduce the amount of any payment received or receivable by the Relevant Party under this Agreement then:-
(a) the Relevant Party shall notify the other Party as soon as possible of the happening of such event;
(b) the other Party shall pay to the Relevant Party on demand such amount as may be necessary to compensate the Relevant Party (as set out in any explanatory certificate provided by the Relevant Party) for such additional costs or such reduction; and
(c) so long as such additional costs continue or as the case may be so long as the circumstances giving rise to such reduction continue the other Party shall have the right:
(A) on giving not less that (10) Business Days' notice to the Relevant Party to terminate this Agreement with the result that the Amount together with any interest accrued thereon or less any interest to be deducted therefrom shall become immediately due and repayable; or
(B) at any time without premium penalty or other charge to reduce the maximum amounts available for deposits and/or borrowings hereunder to any amounts being not more than (whilst any sums are outstanding under the Agreement and not repaid) the Amount.
14.2 In the event that it becomes unlawful in any relevant jurisdiction for either Party (the "Relevant Party") to comply with its obligations or maintain the Loan Amount under this Agreement, this Agreement shall immediately terminate and the Amount (if any), together with all accrued interest thereon and all other such sums then outstanding under this Agreement less any interest to be deducted from the Amount shall become immediately due and repayable upon receipt by the other Party of a notice from the Relevant Party.
New Circumstances. If the costs involved in issuing the Letters of Credits are to be borne by PARIBAS as a result of new legislation or regulations, or a new directive or recommendation from a proper authority, or a modification to any law, regulation or directive (such as, for example, in relation to reserves or obligatory deposits, capital and permanent resource margins, liquid or other assets, or any tax, right, duty or other taxation other than a tax on the total income of companies), PARIBAS will inform the Instructing Party and as a result propose that the payments be increased. In the event where, within sixty days of the Instructing Party receiving notice that one of the circumstances set out in the preceding paragraph has occurred, the Instructing Party and PARIBAS do not come to an agreement on the new terms to be applied to the payments, the Instructing Party will undertake to indemnify PARIBAS against the costs resulting from the above-mentioned circumstances on production of the relevant proof that such amounts have been incurred.
New Circumstances. The conditions for reimbursement of the BANKS for this credit line have been established in accordance with statutory requirements as of the date this Agreement was signed. If a measure is imposed on the BANK or if a court ruling results in an additional charge that would reduce the compensation due to it, BORROWER and the BANK shall consult as soon as possible in order to reach an agreement on a solution that will enable any difficulties encountered to be resolved.
New Circumstances. This Agreement is based on the legal, tax and monetary regulatory standards in force as of the Execution Date in France and Benin. In case of a legally binding change to a legal or regulatory decision of any banking supervisory or other authority, which change applies generally to banks located in France or Benin, subjecting the Banks, the International Agent, and/or the Local Agent to:
a) Any tax, duty, levy or withholding tax of any kind (except corporate income tax) on any amount owed by the Borrower by virtue of this Agreement.
b) New charges or additional costs in connection with the Facility. The following provisions shall apply:
1) The International Agent shall promptly inform the Borrower of this new circumstance in reasonable detail.
2) The Borrower and the International Agent shall meet promptly in order to resolve the difficulties presented, in the spirit of co-operation in which this Agreement was executed.
3) If no solution can be found within sixty (60) Days of the date on which the Borrower receives said notice, the Borrower shall either: - ask the International Agent to maintain the Facility while undertaking to bear the entire additional cost that the International Agent, the Local Agent or the Banks would or will have to bear from the date on which the new circumstance occurred. Notification by the International Agent specifying these costs shall be final and binding unless the Borrower can prove a patent error; or - terminate the Banks', the International Agent's and the Local Agent's undertakings by repaying in full all amounts owed by the Borrower under the Agreement, including principal, interest, late-payment interest, costs, fees and incidental expenses.