Discretionary Change definition
Examples of Discretionary Change in a sentence
If Buyer adds new Work or reduces the scope of Work by a Buyer Discretionary Change initiated after the Closing and prior to the Substantial Completion Payment Date, any Purchase Price adjustment shall be effectuated through a payment by Buyer to Seller or a decrease of the Substantial Completion Payment Amount, as applicable, based on the best cost adjustment information reasonably available to Seller and Buyer at the time of such adjustment.
In addition to describing the Buyer Discretionary Change and any price and/or schedule adjustments according to the preceding sentence, such written notice to proceed and provisional Change Order shall describe the nature of the price and/or schedule- related disagreement between Seller and Buyer.
Any Discretionary Changes initiated by Seller shall be agreed to by the Parties including which Party or Parties shall be responsible for the funding of such Discretionary Change.
For the avoidance of doubt, the Party being requested to implement a Discretionary Change may refuse to implement any Discretionary Change.
Unless otherwise agreed by the Parties, Purchaser shall bear all reasonable costs incurred by Supplier in connection with the implementation of a Discretionary Change requested by Purchaser.
Notwithstanding anything to the contrary in this Section 3.11(c), the Purchaser can reject any Discretionary Change that would require any additional Regulatory Approvals, action by any Regulatory Authority or change to the Adjuvant Specifications.
For sixty (60) days after any rejection by the Purchaser, the Parties shall enter into good faith negotiations and use Commercially Reasonable Efforts to address Purchaser’s reasons for rejecting the Discretionary Change.
If Purchaser accepts such Discretionary Change, Supplier shall be entitled to make such Discretionary Change and shall, unless agreed otherwise by the Parties, bear all the costs of its implementation.
In the event of any Discretionary Change that has been requested by Purchaser and subsequently accepted by Manufacturer or any Mandatory Change that is not required for, or applicable to, any other product which Manufacturer manufactures in Manufacturer’s Facility, Manufacturer will be responsible for securing any Regulatory Approvals that are necessary to implement such change, all at Purchaser’s expense.
In the event that a Party requests a Discretionary Change, the Parties shall meet and discuss the proposed Discretionary Change in accordance with Section 4.5(a) or at such other times as the Parties reasonably agree.