Common use of Material Modifications Clause in Contracts

Material Modifications. With respect to each Material Modification that Owner proposes (if any), Owner shall deliver to ACC a written notice containing the following information (each such written notice, a “Material Modification Notice”): (1) a true, correct and complete description of the proposed Material Modification, clearly identifying all associated changes, omissions and additions as compared to the previously provided Plans, Project Budget, Project Construction Schedule and/or other document pertinent to Owner’s obligations under this Agreement; (2) such supporting information as is reasonably necessary to evaluate the necessity and/or desirability of such Material Modification; (3) a description of the negative impact, if any, on the Project; (4) any and all reports then due from Owner pursuant to this Agreement (in order that ACC shall have the ability to review current Project information); and (5) such other information as ACC may reasonably require to evaluate the proposed Material Modification identified therein. Upon receipt of a Material Modification Notice and any additional information requested by ACC, ACC will review the submission and deliver to Owner written objections to, or written approval of, the proposed Material Modification within thirty (30) Business Days after receipt of the Material Modification Notice and all additional information requested by ACC; provided, however, if (i) there then exists an event of Force Majeure or a Default by Owner of any obligations hereunder, ACC shall have such amount of time as it requires to consider any such Material Modification and (ii) if consent from ACC or any other governmental entity or jurisdiction is required, a response from ACC shall not be owed until such time as ACC and/or other governmental entity or jurisdiction, as applicable, has approved or disapproved such Material Modification. If and to the extent ACC determines that any Material Modification requires approval by any governmental entity or jurisdiction other than ACC, ACC shall forward a copy of the Material Modification Notice to such other governmental entity or jurisdiction, as applicable, for approval, and ACC and/or such other governmental entity or jurisdiction, as applicable, shall have such amount of time as reasonably required to approve or disapprove any such Material Modification or amendment (including related Board of Education approval, if any). If ACC determines, in its reasonable judgment, that any proposed Material Modifications are acceptable, ACC will notify Owner in writing and the approval of such Material Modifications will be evidenced in a written modification to this Agreement signed by the parties hereto (which modification shall include the revised Plans, Project Budget, Project Construction Schedule and/or other pertinent document, as applicable), and Owner will perform its obligations under this Agreement as so modified. If ACC determines, in its reasonable judgment, that any proposed Material Modifications are not acceptable, ACC will so notify Owner in writing, specifying in reasonable detail in what respects they are not acceptable, then, by written notice to ACC, Owner will either (a) withdraw the proposed Material Modifications, in which case, construction will proceed on the basis previously provided herein, or (b) revise the proposed Material Modifications in response to such objections, and resubmit such revised Material Modifications to ACC for review by and comment by ACC within thirty (30) Business Days after such notification as described above. For the avoidance of doubt, where a Material Modification requires the approval of ACC or any other governmental entity or jurisdiction, ACC’s disapproval of such Material Modification shall not be unreasonable where ACC or such other governmental entity or jurisdiction disapproves same. Any and all out-of-pocket expenses reasonably incurred by ACC in processing any Material Modification Notices shall be reimbursed by Owner promptly after receipt of written demand therefor. Owner is permitted to make Project Modifications that are not Material Modifications.