Common use of All claims by Seller for a Change Clause in Contracts

All claims by Seller for a Change. Order pursuant to this Section 8.3 shall be made in accordance with the following procedure: (i) If Seller believes a Force Majeure has or may have occurred that will delay Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date that would entitle Seller to a Change Order, Seller may deliver to the Buyer Contract Manager and the Buyer Contract Administrator a Change Notice advising Buyer of such actual or potential Force Majeure within seven (7) days after the occurrence of the event(s), circumstance(s), or condition(s) forming the basis of such Force Majeure. Seller shall include with such Change Notice the best information and documentation then reasonably available to Seller to support a claim of Force Majeure and any change proposed by Seller to the Guaranteed Substantial Completion Date based on such claim. (ii) Each Change Notice provided to Buyer under Section 8.3(c)(i) shall be reviewed by Xxxxx and discussed promptly, but no later than three (3) Business Days after Xxxxx’s receipt of such Change Notice, at a joint meeting between the Buyer Contract Manager and the Seller Project Manager (or their designees). By the date of review thereof by the Seller Project Manager and the Buyer Contract Manager, Seller shall have updated the Change Notice to reflect its then current assessment of the expected effect of the Force Majeure on Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date and provide such updated Change Notice to Buyer. If Buyer disagrees with Seller’s assessment (including whether Xxxxxx’s proposed change is allowed by this Agreement), Buyer shall promptly advise Seller of such disagreement and, thereafter, Seller shall promptly negotiate with Buyer in good faith to resolve expeditiously any issue regarding the Change Notice provided by Seller to Buyer pursuant to this Section 8.3. Seller agrees to provide such information and documentation to Buyer as Buyer may, from time to time, reasonably request in connection with Xxxxx’s efforts to assess the merits of or Seller’s position on, or to develop or evaluate possible solutions to items in dispute with respect to, such a Change Notice. (iii) Subject to Section 8.3(c)(i), and without limiting Seller’s other information and documentation obligations under this Section 8.3, any proposal by Seller for a change to the Guaranteed Substantial Completion Date pursuant to a Change Notice under this Section 8.3 shall include sufficient detail and supporting documentation to permit a thorough analysis of the proposed change, including the methodology of computing the proposed change to the Guaranteed Substantial Completion Date and the delay to the Work necessitating such change.

All claims by Seller for a Change. Order pursuant to this Section 8.3 8.4 shall be made in accordance with the following procedure: (i) If Seller believes that a Force Majeure has Buyer Caused Delay would increase Seller’s Direct Costs or may have occurred that will delay Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date that would entitle Seller to a Change OrderDate, Seller may deliver to the Buyer Contract Manager and the Buyer Contract Administrator a Change Notice advising Buyer of such the actual or potential Force Majeure effect within seven (7) days after the occurrence of the event(s), circumstance(s), or condition(s) forming the basis of such Force MajeureBuyer Caused Delay. Seller shall include with such Change Notice the best information and documentation then reasonably available to Seller to support a claim of Force Majeure and any change proposed by Seller to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date based on such claim. (ii) Each Change Notice provided to Buyer under Section 8.3(c)(i8.4(b)(i) shall be reviewed by Xxxxx and discussed promptly, but no later than within three (3) Business Days after XxxxxBuyer’s receipt of such Change Notice, at a joint meeting between the Buyer Contract Manager and the Seller Project Manager (or their designees). By the date of review thereof by the Seller Project Manager and the Buyer Contract Manager, Seller shall have updated the Change Notice to reflect its then current assessment of the expected effect of the Force Majeure Buyer Caused Delay on Seller’s ability to achieve the Purchase Price (including the Substantial Completion by Payment Amount) or the Guaranteed Substantial Completion Date Date, as applicable, and provide provided such updated Change Notice to Buyer. If Buyer disagrees with Seller’s assessment (including whether XxxxxxSeller’s proposed change is allowed by this Agreement), Buyer shall promptly shall, within three (3) Business Days after receipt of such updated Change Notice, advise Seller of such disagreement and, thereafter, Seller shall promptly negotiate with Buyer in good faith to resolve expeditiously any issue regarding the Change Notice provided by Seller to Buyer pursuant to this Section 8.38.4. Seller agrees to provide such information and documentation to Buyer as Buyer may, from time to time, reasonably request in connection with Xxxxx’s efforts to assess the merits of or Seller’s position on, or to develop or evaluate possible solutions to items in dispute with respect to, such a Change Notice. (iii) Subject to Section 8.3(c)(i8.4(b)(i), and without limiting Seller’s other information and documentation obligations under this Section 8.38.4, any proposal by Seller for a change to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date pursuant to a Change Notice under this Section 8.3 8.4 shall include (A) a comparison of the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date with and without the proposed change and (B) sufficient detail and supporting documentation to permit a reasonably thorough analysis of the proposed change, including the methodology of computing the proposed change to to, the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date Date, and the delay to the Work or increased Direct Costs necessitating such change.

All claims by Seller for a Change. Order pursuant to this Section 8.3 8.4 shall be made in accordance with the following procedure: (i) If Seller believes that a Force Majeure has Buyer-Caused Delay will increase Seller’s Direct Costs or may have occurred that will delay Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date that would entitle Seller to a Change OrderDate, Seller may shall deliver to the Buyer Contract Manager and the Buyer Contract Administrator a Change Notice advising Buyer of such the actual or potential Force Majeure effect of the Buyer-Caused Delay within seven (7) days after the occurrence of the event(s), circumstance(s), or condition(s) forming the basis of such Force MajeureBuyer-Caused Delay. Seller shall include with such Change Notice the best information and documentation then reasonably available to Seller to support a claim of Force Majeure and any change proposed by Seller to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date based on such claim. (ii) Each Change Notice provided to Buyer under Section 8.3(c)(i8.4(b)(i) shall be reviewed by Xxxxx and discussed promptly, but no later than within three (3) Business Days after XxxxxBuyer’s receipt of such Change Notice, at a joint meeting between the Buyer Contract Manager and the Seller Project Manager (or their designees). By the date of review thereof by the Seller Project Manager and the Buyer Contract Manager, Seller shall have updated the Change Notice to reflect its then current assessment of the expected effect of the Force Majeure Buyer-Caused Delay on Seller’s ability to achieve the Purchase Price (including the Substantial Completion by Payment Amount) or the Guaranteed Substantial Completion Date Date, as applicable (which assessment shall be prepared assuming Seller will use diligent, commercially reasonable efforts to remedy, remove, and/or mitigate expeditiously the adverse effect(s) on Seller and Buyer due to the Buyer-Caused Delay), and provide such updated Change Notice to Buyer. If Buyer disagrees with Seller’s assessment (including whether XxxxxxSeller’s proposed change is allowed by this Agreement), Buyer shall promptly shall, within three (3) Business Days after receipt of such updated Change Notice, advise Seller of such disagreement and, thereafter, Seller shall promptly negotiate with Buyer in good faith to resolve expeditiously any issue regarding the Change Notice provided by Seller to Buyer pursuant to this Section 8.38.4. Seller agrees to provide such information and documentation to Buyer as Buyer may, from time to time, reasonably request in connection with Xxxxx’s efforts to assess the merits of or Seller’s position on, or to develop or evaluate possible solutions to items in dispute with respect to, such a Change Notice. (iii) Subject to Section 8.3(c)(i8.4(b)(i), and without limiting Seller’s other information and documentation obligations under this Section 8.38.4, any proposal by Seller for a change to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date pursuant to a Change Notice under this Section 8.3 8.4 shall include (A) a comparison of the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date with and without the proposed change and (B) sufficient detail and supporting documentation to permit a reasonably thorough analysis of the proposed change, including the methodology of computing the proposed change to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date Date, and the delay to the Work or increased Direct Costs necessitating such change.

All claims by Seller for a Change. Order pursuant to this Section 8.3 8.4 shall be made in accordance with the following procedure: (i) If Seller believes that a Force Majeure has Buyer-Caused Delay will increase Seller’s Direct Costs or may have occurred that will delay Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date that would entitle Seller to a Change OrderDate, Seller may shall deliver to the Buyer Contract Manager and the Buyer Contract Administrator a Change Notice advising Buyer of such the actual or potential Force Majeure effect of the Buyer-Caused Delay within seven (7) days after the occurrence of the event(s), circumstance(s), or condition(s) forming the basis of such Force MajeureBuyer-Caused Delay. Seller shall include with such Change Notice the best information and documentation then reasonably available to Seller to support a claim of Force Majeure and any change proposed by Seller to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date based on such claim.claim.‌ (ii) Each Change Notice provided to Buyer under Section 8.3(c)(i8.4(b)(i) shall be reviewed by Xxxxx and discussed promptly, but no later than within three (3) Business Days after XxxxxBuyer’s receipt of such Change Notice, at a joint meeting between the Buyer Contract Manager and the Seller Project Manager (or their designees). By the date of review thereof by the Seller Project Manager and the Buyer Contract Manager, Seller shall have updated the Change Notice to reflect its then current assessment of the expected effect of the Force Majeure Buyer-Caused Delay on Seller’s ability to achieve the Purchase Price (including the Substantial Completion by Payment Amount) or the Guaranteed Substantial Completion Date Date, as applicable (which assessment shall be prepared assuming Seller will use diligent, commercially reasonable efforts to remedy, remove, and/or mitigate expeditiously the adverse effect(s) on Seller and Buyer due to the Buyer-Caused Delay), and provide such updated Change Notice to Buyer. If Buyer disagrees with Seller’s assessment (including whether XxxxxxSeller’s proposed change is allowed by this Agreement), Buyer shall promptly shall, within three (3) Business Days after receipt of such updated Change Notice, advise Seller of such disagreement and, thereafter, Seller shall promptly negotiate with Buyer in good faith to resolve expeditiously any issue regarding the Change Notice provided by Seller to Buyer pursuant to this Section 8.38.4. Seller agrees to provide such information and documentation to Buyer as Buyer may, from time to time, reasonably request in connection with Xxxxx’s efforts to assess the merits of or Seller’s position on, or to develop or evaluate possible solutions to items in dispute with respect to, such a Change Notice. (iii) Subject to Section 8.3(c)(i8.4(b)(i), and without limiting Seller’s other information and documentation obligations under this Section 8.38.4, any proposal by Seller for a change to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date pursuant to a Change Notice under this Section 8.3 8.4 shall include (A) a comparison of the Purchase Price (including the Substantial Completion Payment Amount) and the Guaranteed Substantial Completion Date with and without the proposed change and (B) sufficient detail and supporting documentation to permit a reasonably thorough analysis of the proposed change, including the methodology of computing the proposed change to the Purchase Price (including the Substantial Completion Payment Amount) or the Guaranteed Substantial Completion Date Date, and the delay to the Work or increased Direct Costs necessitating such change.

All claims by Seller for a Change. Order pursuant to this Section 8.3 shall be made in accordance with the following procedure:procedure:‌ (i) If Seller believes a Force Majeure has or may have occurred that will delay Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date that would entitle Seller to a Change Order, Seller may deliver to the Buyer Contract Manager and the Buyer Contract Administrator a Change Notice advising Buyer of such actual or potential Force Majeure within seven (7) days after the occurrence of the event(s), circumstance(s), or condition(s) forming the basis of such Force Majeure. Seller shall include with such Change Notice the best information and documentation then reasonably available to Seller to support a claim of Force Majeure and any change proposed by Seller to the Guaranteed Substantial Completion Date based on such claim.claim.‌ (ii) Each Change Notice provided to Buyer under Section 8.3(c)(i) shall be reviewed by Xxxxx and discussed promptly, but no later than three (3) Business Days after Xxxxx’s receipt of such Change Notice, at a joint meeting between the Buyer Contract Manager and the Seller Project Manager (or their designees). By the date of review thereof by the Seller Project Manager and the Buyer Contract Manager, Seller shall have updated the Change Notice to reflect its then current assessment of the expected effect of the Force Majeure on Seller’s ability to achieve Substantial Completion by the Guaranteed Substantial Completion Date and provide such updated Change Notice to Buyer. If Buyer disagrees with Seller’s assessment (including whether XxxxxxSeller’s proposed change is allowed by this Agreement), Buyer shall promptly advise advise‌‌ 56 NTD: For projects that are relying on an exemption to the prevailing wage and apprenticeship requirements of the Inflation Reduction Act provided for under Section 45, Section 45Y, Section 48, or Section 48E of the Code, and related Treasury regulations, IRS guidance published in rulings, notices, or bulletins, or other rules, regulations, or laws applicable to the Project (e.g., start of construction test/continuity safe harbor exemption), the 150-day period assumes the Guaranteed Substantial Completion Date on the Effective Date is on or before May 31, 2026. If the Guaranteed Substantial Completion Date on the Effective Date for such Project is later than May 31, 2026, the cap on Force Majeure extensions will be reduced day-for-day until the cap is zero (0) days. Seller of such disagreement and, thereafter, Seller shall promptly negotiate with Buyer Xxxxx in good faith to resolve expeditiously any issue regarding the Change Notice provided by Seller to Buyer pursuant to this Section 8.3. Seller agrees to provide such information and documentation to Buyer as Buyer may, from time to time, reasonably request in connection with Xxxxx’s efforts to assess the merits of or Seller’s position on, or to develop or evaluate possible solutions to items in dispute with respect to, such a Change Notice. (iii) Subject to Section 8.3(c)(i), and without limiting Seller’s other information and documentation obligations under this Section 8.3, any proposal by Seller for a change to the Guaranteed Substantial Completion Date pursuant to a Change Notice under this Section 8.3 shall include sufficient detail and supporting documentation to permit a thorough analysis of the proposed change, including the methodology of computing the proposed change to the Guaranteed Substantial Completion Date and the delay to the Work necessitating such change.