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Change Agreed Sample Clauses

Change Agreed. If the Parties agree or it is determined under the Dispute Resolution Procedure that the Contractor is required to incur additional Capital Expenditure due to a Qualifying Change in Law, then the Contractor shall use its reasonable endeavours to obtain funding for such Capital Expenditure on terms reasonably satisfactory to it and to the Senior Lenders. Not used Financing If the Contractor has used reasonable endeavours to obtain funding for the Capital Expenditure referred to in clause 59.4 (Change Agreed), but has been unable to do so within forty (40) Business Days of the date that the agreement or determination referred to in clause 59.4 (Change Agreed) occurred, then the Authority shall pay to the Contractor an amount equal to that Capital Expenditure on or before the date falling twenty (20) Business Days after the Capital Expenditure has been incurred. Adjustment to Unitary Charge Any compensation payable under this clause 59 by means of an adjustment to or reduction in the Unitary Charge shall be determined and made in accordance with clause 73 (Financial Adjustments).
Change Agreed. If the parties agree or it is determined under the Dispute Resolution Procedure that the Operator Partner is required to incur additional Capital Expenditure due to a Qualifying Change in Law, then the Operator Partner shall use its reasonable endeavours to obtain funding for such Capital Expenditure on terms reasonably satisfactory to it.
Change Agreed. If the Parties agree or it is determined under the Dispute Resolution Procedure that the Contractor is required to incur additional Capital Expenditure due to a Qualifying Change in Law (excluding the Contractor’s Share of any Capital Expenditure agreed or determined to be required as a result of a General Change in Law under this Clause), then the Contractor shall use its reasonable endeavours to obtain funding for such Capital Expenditure on terms reasonably satisfactory to it.
Change Agreed. 3.1. If the Parties cannot agree the contents of the Estimate then the dispute shall be determined in accordance with the Dispute Resolution Procedure. 3.2. As soon as practicable after the contents of the Estimate have been agreed or otherwise determined, the Authority shall (a) issue a Confirmation Notice; or (b) withdraw the Authority Notice of Change. 3.3. If the Authority does not issue a written notice pursuant to paragraph 3.2 of this Part 5 of this Change Protocol within twenty (20) Business Days of receipt of a written notice served by the Contractor (which notice may only be served after expiry of a period of three (3) Contract Months from the date the Authority receives the Estimate requiring the Authority either to confirm the Estimate or withdraw the Authority Change Notice then the Authority Change Notice shall be deemed to have been withdrawn. 3.4. Where an Authority Change Notice is withdrawn pursuant to paragraph 3.2 of this Part 5 of this Change Protocol or deemed to have been withdrawn pursuant to paragraph 3.3 of this Part 6 of this Change Protocol, the Authority shall pay to the Contractor within twenty (20) Business Days of receipt of an invoice for such amount, the reasonable Third-Party Costs (which shall not be greater than that proposed in the any agreed Third Party Costs ) incurred by the Contractor in preparing the Estimate provided that (a) the Contractor has satisfied the Approval Criteria and other requirements of this Change Protocol in all material respects; (b) the Contractor has included in the Estimate a cost breakdown of the estimate of third- party costs to be incurred by the Contractor in preparing the Contractor Stage 2 Response and the Authority has (acting reasonably): (i) the Authority approved such estimate of third-party costs and the type of third- party prior to any Third-Party Costs being incurred and been provided with such evidence as it may reasonably require in order to verify such Third-Party Costs; and (ii) No cap or fixed fee agreed with the Contractor in respect of any Third-Party Costs has been exceeded.
Change Agreed. If the Parties agree or it is determined under Clause 44 (Dispute Resolution) that PPP Co. is required to incur additional Capital Expenditure due to a Qualifying Change in Law, then PPP Co. will use its reasonable endeavours to obtain funding for such Capital Expenditure on terms reasonably satisfactory to the Authority and the Senior Lenders. The Authority will be entitled to any savings in Capital Expenditure and/or operations costs which result directly from a Qualifying Change in Law and there will be a Unitary Charge adjustment to reflect such savings.
Change Agreed. 55.3.1 If the parties agree or it is determined under the Dispute Resolution Procedure that the Contractor is required to incur additional Capital Expenditure due to a Qualifying Change in Law (excluding the Contractor’s share of any Capital Expenditure agreed or determined to be required as a result of a General Change in Law under this Clause 55), then the Contractor shall use its reasonable endeavours to obtain funding for such additional Capital Expenditure on terms reasonably satisfactory to it and the Senior Lenders. 55.3.2 The Contractor’s Share shall be solely for the account of the Contractor. 55.3.3 The Authority shall meet any additional operating costs (including financing costs, if any) of the Services and loss of revenue of the Contractor agreed pursuant to Clause 55.2 which result directly from a Discriminatory Change in Law and/or a Specific Change in Law by means of a Unitary Charge Adjustment. 55.3.4 The Authority shall be entitled to any savings in Capital Expenditure and/or operating costs of the Services which result directly from a Discriminatory Change in Law and/or a Specific Change in Law and there shall be a Unitary Charge Adjustment to reflect such savings.
Change Agreed. If the parties agree to a change to the Works or in the Services, or a change to the Works or in the Services is determined to be needed under the Dispute Resolution Procedure because of a Qualifying Change in Law and if the change to the Works or in the Services requires the Contractor to incur additional Capital Expenditure (excluding Capital Expenditure in relation to a General Change in Law which is not the Authority’s Share of any Capital Expenditure agreed or determined to be payable by the Authority as a result of a General Change in Law under this clause), then the Contractor shall use its reasonable endeavours to obtain funding for such additional Capital Expenditure on terms reasonably satisfactory to it and the Senior Lenders.
Change Agreed. If the Parties agree or it is determined under the Dispute Resolution Procedure that the Contractor is required to incur additional Capital Expenditure due to a Qualifying Change in Law (excluding the Contractor's Share of any Capital Expenditure agreed or determined to be required as a result of a General Change in Law under this clause), then the Contractor shall use its reasonable endeavours to obtain funding for such Capital Expenditure on terms reasonably satisfactory to it and to the Senior Lenders. Contractor's ShareNot used The Contractor's Share of any Cumulative Capital Expenditure agreed or determined to be required as a result of a General Change in Law shall be solely for the account of the Contractor.

Related to Change Agreed

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Client Agreement We are not required to enter into a written agreement complying with the Code relating to the services that are to be provided to you.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • FRAMEWORK AGREEMENT MANAGEMENT The Parties shall manage this Framework Agreement in accordance with Schedule 14 (Framework Management).

  • Amendments to the Purchase Agreement The parties to this Assignment hereby agree to amend the Purchase Agreement as follows: (a) The first sentence of Section 7.03(c) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “If so requested by the Purchaser, the Seller shall provide such information regarding the Seller, as servicer of the Mortgage Loans, and each Subservicer (each of the Seller and each Subservicer, for purposes of this paragraph, a “Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB. (b) Section 7.03(d) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Seller shall (or shall cause each Subservicer to) (i) promptly notify the Purchaser, any Master Servicer and any Depositor in writing of (A) any litigation or governmental proceedings pending against the Seller, any Subservicer or any Third-Party Originator that would be material to securityholders, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Seller, any Subservicer and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Seller and (E) the Seller’s entry into an agreement with a Subcontractor to perform or assist the Seller with the performance of any of the Seller’s obligations under this Agreement or any Reconstitution Agreement, and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.” (c) Section 7.03 (e) (ii) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “which may be appointed as a successor to the Seller or any Subservicer, the Seller shall provide to the Purchaser, and any Master Servicer at least fifteen (15) calendar days prior to the effective date of such succession or appointment,” (d) Section 7.03 (f) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “In addition to such information as the Seller, as servicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten (10) days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Seller or any Subservicer, the Seller or such Subservicer, as applicable, shall, to the extent the Seller or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (e) The following is inserted as 7.03 (g) of the Purchase Agreement: “The Seller shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Seller or any Subservicer or the Seller or such Subservicer’s performance hereunder as may be reasonably requested by the Purchaser, any Master Servicer or any Depositor.” (f) Section 7.04 of the Purchase Agreement is hereby amended and restated in its entirety as follows: “On or before March 1 of each calendar year, commencing in 2008, the Servicer shall deliver to the Owner, any Master Servicer and any Depositor a statement of compliance addressed to the Owner, such Master Servicer and such Depositor and signed by an authorized officer of the Servicer, to the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement and any applicable Reconstitution Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement and any applicable Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. In the event that the Servicer fails to timely comply with this Section 7.04, the Depositor shall use its commercially reasonable efforts to obtain written statements or assurances from the Commission, that such failure to provide the required statement of compliance on a timely basis, and a one time additional failure by the Servicer to comply with this Section 7.04, will not result in any adverse effect on the Depositor or its affiliates with respect to any Shelf Registration on Form S-3 of the Depositor or any of its affiliates. Any costs or expenses incurred by the Depositor or the Master Servicer in obtaining such statement or assurances from the Commission shall be reimbursed to the Depositor or the Master Servicer by the Servicer. In the event that the Depositor is unable to receive any such assurances from the Commission after the use of such commercially reasonable efforts of the related year, such failure by the Servicer to comply with this Section 7.04 shall be deemed an Event of Default, automatically at such time, without notice and without any cure period, and Depositor may, in addition to whatever rights the Depositor may have under Section 8 of the Purchase Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 11 of the Purchase Agreement. Such termination shall be considered with cause pursuant to Section 11.01 of the Purchase Agreement. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.” (g) Section 7.05(a)(i) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “deliver to the Purchaser and any Master Servicer a report (in form and substance reasonably satisfactory to the Purchaser and such Master Servicer) regarding the Seller’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and signed by an authorized officer of the Seller, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit 12 hereto delivered to the Purchaser concurrently with the execution of this Agreement;” (h) Section 7.05(a)(ii) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “deliver to the Purchaser and such Master Servicer a report of a registered public accounting firm reasonably acceptable to the Purchaser and any Master Servicer that attests to, and reports on, the assessment of compliance made by the Seller and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;” (i) Section 7.05(a)(iii) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “cause each Subservicer, and each Subcontractor determined by the Seller pursuant to Subsection 7.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and any Master Servicer an assessment of compliance and accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section; and” (j) Section 7.05(a)(iv) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “deliver, and cause each Subservicer and Subcontractor described in clause (iii) above to deliver, to the Purchaser, the Master Servicer, any Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by an appropriate officer of the Servicer, in the form attached hereto as Exhibit 11. In addition to providing the Sarbanes Certification, the Servicer shall also cooperate with the Depositor and provide such additional information as the Depositor may reasonably request with respect thereto.” (k) The first sentence of Section 7.06(a) is amended to add the Master Servicer as a party that the Seller need not seek consent from for the utilization of any Subservicer. The second sentence of Section 7.06(a) is amended to require the Seller to cause any Subservicer or Subcontractor to comply with all of the following Sections of the Purchase Agreement: Section 7.02, Section 7.03(c), (e), (f) and (g), Section 7.04, Section 7.05, Section 7.06(a) and Section 7.07. (l) The first paragraph of Section 7.06(b) is hereby amended and restated in its entirety as follows: “It shall not be necessary for the Seller to seek the consent of the Purchaser or any Master Servicer to the utilization of any Subcontractor. The Seller shall promptly upon request provide to the Purchaser and any Master Servicer a written description (in form and substance satisfactory to the Purchaser and such Master Servicer) of the role and function of each Subcontractor utilized by the Seller or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.”” (m) The last sentence of the second paragraph of Section 7.06(b) is amended to require the Seller to cause any Subservicer or Subcontractor to provide any assessment of compliance and attestation but also any other certifications required to delivered under Section 7.05. (n) Section 7.07(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “The Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person, including but not limited to, any Master Servicer, responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing, and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (o) Section 7.07(a)(ii) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • AMENDING OPERATING AGREEMENT This Agreement may only be amended by an affirmative vote or consent of all Members.

  • Amendment, change and supplement Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.