Common use of Buyer-Directed Change Orders Clause in Contracts

Buyer-Directed Change Orders. (a) Buyer shall have the authority to make discretionary changes to the scope of Work pursuant to a Change Order (each a “Buyer Discretionary Change”), subject to agreement on any equitable changes to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) resulting exclusively from such Buyer Discretionary Change; provided, however, that (i) the aggregate value of all new Work subject to such Change Orders for Buyer Discretionary Changes made by Buyer shall not exceed the greater of (A) Five Million Dollars ($5,000,000) and (B) seven and one-half percent (7.5%) of the Purchase Price (unless the Buyer Discretionary Change(s) are in connection with Remedying damage or loss to the Project or Project Assets after the Closing for which Buyer is responsible under this Agreement and which, after taking into account Section 13.4(a) (including clause (A)), requires a Buyer Discretionary Change, in which case the foregoing limitation shall not apply), and (ii) any dispute over any equitable change to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) due to a Buyer Discretionary Change shall be treated as provided in Section 8.2(d) and Section 8.6. (b) If Buyer adds new Work or reduces the scope of Work by a Buyer Discretionary Change, the Purchase Price shall be increased or decreased, as applicable, by (i) a lump sum amount that is mutually agreed upon in writing by Xxxxx and Seller based upon sufficient substantiating data to permit evaluation and determination of the prudence and reasonableness of the price change, or (ii) absent such agreement, in accordance with Section 8.7 (and subject to Section 13.4). 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. (c) In the event Buyer desires to make a Buyer Discretionary Change, Buyer shall deliver to Seller a Change Notice for the Buyer Discretionary Change, specifying the methodology to be used to adjust the Purchase Price in accordance with Section 8.2(b). After receipt of each such Change Notice, Seller shall (i) promptly determine, in good faith, the actual or expected effect, if any, of the Buyer Discretionary Change on the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount), which determination shall be made assuming Seller will use diligent, commercially reasonable efforts to implement the proposed Buyer Discretionary Change,

Buyer-Directed Change Orders. (a) Buyer shall have the authority to make discretionary changes to the scope of Work pursuant to a Change Order (each a “Buyer Discretionary Change”), subject to agreement on any equitable changes to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) resulting exclusively from such Buyer Discretionary Change; provided, however, that (i) the aggregate value of all new Work subject to such Change Orders for Buyer Discretionary Changes made by Buyer shall not exceed the greater of (A) Five Million Dollars ($5,000,000) and (B) seven and one-half percent (7.5%) of the Purchase Price (unless the Buyer Discretionary Change(s) are in connection with Remedying damage a casualty or loss to the Project or Project Assets similar event occurring after the Closing for which Buyer is responsible under this Agreement and which, after taking into account Section 13.4(a) (including clause (A)), requires a Buyer Discretionary ChangeClosing, in which case the foregoing limitation shall not apply), and (ii) any dispute over any equitable change to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) due to a Buyer Discretionary Change shall be treated as provided in Section 8.2(d) and Section 8.6. (b) If Buyer adds new Work or reduces the scope of Work by a Buyer Discretionary Change, the Purchase Price shall be increased or decreased, as applicable, by (i) a lump sum amount that is mutually agreed upon in writing by Xxxxx Buyer and Seller based upon sufficient substantiating data to permit evaluation and determination of the prudence and reasonableness of the price change, or (ii) absent such agreement, in accordance with Section 8.7 (and subject to Section 13.4)8.7. 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. (c) In the event Buyer desires to make a Buyer Discretionary Change, Buyer shall deliver to Seller a Change Notice for the Buyer Discretionary Change, specifying the methodology to be used to adjust the Purchase Price in accordance with Section 8.2(b). After receipt of each such Change Notice, Seller shall (i) promptly determine, in good faith, the actual or expected effect, if any, of the Buyer Discretionary Change on the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount), which determination (ii) complete the appropriate sections of such Change Notice to reflect such determinations and the other information required by such Change Notice, and (iii) no later than ten (10) days after such receipt (or such other superseding review period as may be mutually agreed by Seller and Buyer), and prior to the start of performance of the proposed change, sign and return the completed Change Notice to the Buyer Contract Manager and the Buyer Contract Administrator, along with documentation supporting Seller’s proposed (A) increase or decrease to the Purchase Price, and (B) change(s) to the Guaranteed Substantial Completion Date. (d) Following receipt of a completed Change Notice provided pursuant to Section 8.2(c), or if Seller does not deliver such completed Change Notice to Buyer by the time required in Section 8.2(c), Buyer either shall be made assuming Seller will use diligent, commercially reasonable efforts to implement (i) withdraw the proposed Buyer Discretionary Change,Change or (ii) notify Seller that it desires to (A) proceed with the proposed Buyer Discretionary Change pursuant to Section 8.5 by delivering a written notice to Seller to proceed with the Buyer Discretionary Change on the terms reflected in Seller’s completed Change Notice (or, if Seller did not deliver such completed Change Notice to Buyer by the time required in Section 8.2(c), on the term originally proposed by Buyer), or (B) enter into negotiations with Seller with respect to the effect of such Buyer Discretionary Change on the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount), as applicable. If Buyer elects to enter into negotiations with Seller pursuant to clause

Buyer-Directed Change Orders. (a) Buyer shall have the authority to make discretionary changes to the scope of Work pursuant to a Change Order (each a “Buyer Discretionary Change”), subject to agreement on any equitable changes to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) resulting exclusively from such Buyer Discretionary Change; provided, however, that (i) the aggregate value of all new Work subject to such Change Orders for Buyer Discretionary Changes made by Buyer shall not exceed the greater of (A) Five Million Dollars ($5,000,000) and (B) seven and one-half percent (7.5%) of the Purchase Price (unless the Buyer Discretionary Change(s) are in connection with Remedying damage or loss to the Project or Project Assets after the Closing for which Buyer is responsible under this Agreement and which, after taking into account the second proviso to Section 13.4(a) (including clause (A)), requires a Buyer Discretionary Change, in which case the foregoing limitation shall not apply), and (ii) any dispute over any equitable change to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) due to a Buyer Discretionary Change shall be treated as provided in Section 8.2(d) and Section 8.6. (b) If Buyer adds new Work or reduces the scope of Work by a Buyer Discretionary Change, the Purchase Price shall be increased or decreased, as applicable, by (i) a lump sum amount that is mutually agreed upon in writing by Xxxxx and Seller based upon sufficient substantiating data to permit evaluation and determination of the prudence and reasonableness of the price change, or (ii) absent such agreement, in accordance with Section 8.7 (and subject to Section 13.4). 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. (c) In the event Buyer desires to make a Buyer Discretionary Change, Buyer shall deliver to Seller a Change Notice for the Buyer Discretionary Change, specifying the methodology to be used to adjust the Purchase Price in accordance with Section 8.2(b). After receipt of each such Change Notice, Seller shall (i) promptly determine, in good faith, the actual or expected effect, if any, of the Buyer Discretionary Change on the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount), which determination shall be made assuming Seller will use diligent, commercially reasonable efforts to implement the proposed Buyer Discretionary Change,

Buyer-Directed Change Orders. (a) Buyer shall have the authority to make discretionary changes to the scope of Work pursuant to a Change Order (each a “Buyer Discretionary Change”), subject to agreement on any equitable changes to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) resulting exclusively from such Buyer Discretionary Change; provided, however, that (i) the aggregate value of all new Work subject to such Change Orders for Buyer Discretionary Changes made by Buyer shall not exceed the greater of (A) Five Million Dollars ($5,000,000) and (B) seven and one-half percent (7.5%) of the Purchase Price (unless the Buyer Discretionary Change(s) are in connection with Remedying damage a casualty or loss to the Project or Project Assets similar event occurring after the Closing for which Buyer is responsible under this Agreement and which, after taking into account Section 13.4(a) (including clause (A)), requires a Buyer Discretionary ChangeClosing, in which case the foregoing limitation shall not apply), and (ii) any dispute over any equitable change to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) due to a Buyer Discretionary Change shall be treated as provided in Section 8.2(d) and Section 8.6. (b) If Buyer adds new Work or reduces the scope of Work by a Buyer Discretionary Change, the Purchase Price shall be increased or decreased, as applicable, by (i) a lump sum amount that is mutually agreed upon in writing by Xxxxx and Seller based upon sufficient substantiating data to permit evaluation and determination of the prudence and reasonableness of the price change, or (ii) absent such agreement, in accordance with Section 8.7 (and subject to Section 13.4)8.7. 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. (c) In the event Buyer desires to make a Buyer Discretionary Change, Buyer shall deliver to Seller a Change Notice for the Buyer Discretionary Change, specifying the methodology to be used to adjust the Purchase Price in accordance with Section 8.2(b). After receipt of each such Change Notice, Seller shall (i) promptly determine, in good faith, the actual or expected effect, if any, of the Buyer Discretionary Change on the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount), which determination (ii) complete the appropriate sections of such Change Notice to reflect such determinations and the other information required by such Change Notice, and (iii) no later than ten (10) days after such receipt (or such other superseding review period as may be mutually agreed by Seller and Buyer), and prior to the start of performance of the proposed change, sign and return the completed Change Notice to the Buyer Contract Manager and the Buyer Contract Administrator, along with documentation supporting Seller’s proposed (A) increase or decrease to the Purchase Price, and (B) change(s) to the Guaranteed Substantial Completion Date. (d) Following receipt of a completed Change Notice provided pursuant to Section 8.2(c), or if Seller does not deliver such completed Change Notice to Buyer by the time required in Section 8.2(c), Buyer either shall be made assuming Seller will use diligent, commercially reasonable efforts to implement (i) withdraw the proposed Buyer Discretionary Change,Change or (ii) notify Seller that it desires to (A) proceed with the proposed Buyer Discretionary Change pursuant to Section 8.5 by delivering a written notice to Seller to proceed with the Buyer Discretionary Change on the terms reflected in Seller’s completed Change Notice (or, if Seller did not deliver such completed Change Notice to Buyer by the time required in Section 8.2(c), on the term originally proposed by Xxxxx), or (B) enter into negotiations with Seller with respect to the effect of such Buyer Discretionary Change on the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount), as applicable. If Xxxxx elects to enter into negotiations with Seller pursuant to clause

Buyer-Directed Change Orders. (a) Buyer shall have the authority to make discretionary changes to the scope of Work pursuant to a Change Order (each a “Buyer Discretionary Change”), subject to agreement on any equitable changes to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) resulting exclusively from such Buyer Discretionary Change; provided, however, that (i) the aggregate value of all new Work subject to such Change Orders for Buyer Discretionary Changes made by Buyer shall not exceed the greater of (A) Five Million Dollars ($5,000,000) and (B) seven and one-half percent (7.5%) of the Purchase Price (unless the Buyer Discretionary Change(s) are in connection with Remedying damage or loss to the Project or Project Assets after the Closing for which Buyer is responsible under this Agreement and which, after taking into account the second proviso to Section 13.4(a) (including clause (A)), requires a Buyer Discretionary Change, in which case the foregoing limitation shall not apply), and (ii) any dispute over any equitable change to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) due to a Buyer Discretionary Change shall be treated as provided in Section 8.2(d) and Section 8.6. (b) If Buyer adds new Work or reduces the scope of Work by a Buyer Discretionary Change, the Purchase Price shall be increased or decreased, as applicable, by (i) a lump sum amount that is mutually agreed upon in writing by Xxxxx Buyer and Seller based upon sufficient substantiating data to permit evaluation and determination of the prudence and reasonableness of the price change, or (ii) absent such agreement, in accordance with Section 8.7 (and subject to Section 13.4). 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. (c) In the event Buyer desires to make a Buyer Discretionary Change, Buyer shall deliver to Seller a Change Notice for the Buyer Discretionary Change, specifying the methodology to be used to adjust the Purchase Price in accordance with Section 8.2(b). After receipt of each such Change Notice, Seller shall (i) promptly determine, in good faith, the actual or expected effect, if any, of the Buyer Discretionary Change on the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount), which determination shall be made assuming Seller will use diligent, commercially reasonable efforts to implement the proposed Buyer Discretionary Change,

Buyer-Directed Change Orders. ‌ (a) Buyer shall have the authority to make discretionary changes to the scope of Work pursuant to a Change Order (each a “Buyer Discretionary Change”), subject to agreement on any equitable changes to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) resulting exclusively from such Buyer Discretionary Change; provided, however, that (i) the aggregate value of all new Work subject to such Change Orders for Buyer Discretionary Changes made by Buyer shall not exceed the greater of (A) Five Million Dollars ($5,000,000) and (B) seven and one-half percent (7.5%) of the Purchase Price (unless the Buyer Discretionary Change(s) are in connection with Remedying damage or loss to the Project or Project Assets after the Closing for which Buyer is responsible under this Agreement and which, after taking into account Section 13.4(a) (including clause (A)), requires a Buyer Discretionary Change, in which case the foregoing limitation shall not apply), and (ii) any dispute over any equitable change to, as applicable, the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount) due to a Buyer Discretionary Change shall be treated as provided in Section 8.2(d) and Section 8.6.8.6.‌ (b) If Buyer adds new Work or reduces the scope of Work by a Buyer Discretionary Change, the Purchase Price shall be increased or decreased, as applicable, by (i) a lump sum amount that is mutually agreed upon in writing by Xxxxx and Seller based upon sufficient substantiating data to permit evaluation and determination of the prudence and reasonableness of the price change, or (ii) absent such agreement, in accordance with Section 8.7 (and subject to Section 13.4). 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.adjustment.‌ (c) In the event Buyer desires to make a Buyer Discretionary Change, Buyer shall deliver to Seller a Change Notice for the Buyer Discretionary Change, specifying the methodology to be used to adjust the Purchase Price in accordance with Section 8.2(b). After receipt of each such Change Notice, Seller shall (i) promptly determine, in good faith, the actual or expected effect, if any, of the Buyer Discretionary Change on the Guaranteed Substantial Completion Date or the Purchase Price (including any modifications to the Substantial Completion Payment Amount), which determination shall be made assuming Seller will use diligent, commercially reasonable efforts to implement the proposed Buyer Discretionary Change,