Change in Applicable Law. If any change in Applicable Law is enacted after the Commencement Date will have a material adverse effect on the ability of any Party to carry out its obligations under this Agreement, such Party may, at its election and upon written notice to the other Party, terminate this Agreement or request renegotiation of this Agreement for purposes of complying with such changes in Applicable Law, with any such renegotiation to be undertaken in good faith. If the Party elects renegotiation and the Parties are unable to renegotiate and agree upon revised terms within thirty (30) days after such notice of renegotiation, then this Agreement will be terminated effective at the end of the school year in which such notice was given. A termination under this Section 17.02(g) shall be effective (i) at the end of the then current school year so long as notice of such termination is provided by no later than one hundred eight (180) days prior to the end of the then current school year, or (ii) at the end of the following school year if notice of such termination is provided fewer than one hundred eighty (180) days prior to the end of the then current school year.
Change in Applicable Law. Notwithstanding any other provision contained in the Agreement, in the event of a change in any federal or state law, rule or regulation which would make the exercise of all or part of any previously granted Stock Option unlawful or subject the Corporation to any penalty, the Committee may restrict any such exercise without the consent of the Participant or other holder thereof in order to comply with any such law, rule or regulation or to avoid any such penalty.
Change in Applicable Law. Each Party shall notify the other in writing of any event or circumstance that a Party reasonably and in good faith believes is a Change in Applicable Law (as defined herein), which shall include what the relevant Change in Applicable Law, how it impacts the Deliverables, and any requested Change Order. If it is impractical to specify the adjustments that are necessary to accommodate the Change, then such Party shall provide the other Party with periodic supplemental notices during the period the event or circumstance continues which shall keep such Party informed of any Change, development, progress or other relevant information concerning the event or circumstance. As used herein “Change in Applicable Law” means any of the following which occurs after the Effective Date of this Agreement, but does not include any action, law, rule, regulation, or order relating to Buyer’s organization, existence, solvency, good standing, qualification, or licensing:
i. Repeal, amendment, modification or supplementation of any existing Governmental Authorization (as defined below) or Applicable Law (as defined below) existing as of the Effective Date and affecting the Deliverables;
ii. Enactment of new Governmental Authorization or Applicable Law impacting the Deliverables or which is forthcoming that will impact the Deliverables; or
iii. Change in the manner in which an Applicable Law or Governmental Authorization is applied to the Deliverables, or in the application or interpretation, in either instance, by a Governmental Authority or court of applicable jurisdiction.
Change in Applicable Law a. In the event there is a change in any applicable state law, which would invalidate any negotiated policy, the parties will meet to negotiate any necessary change relative to the affected policy only.
b. In the further event that the legislature mandates enactment of a negotiable policy, the parties will initiate negotiations within thirty (30) days of the effective date of such legislation. Upon commencement of negotiations, the applicable procedures of this Agreement shall be followed.
c. Inability to Reach Agreement – If the parties fail to reach agreement over the affected provision within 30 calendar days after the initial bargaining session, the parties shall jointly request the Federal Mediation and Conciliation Service (FMCS) or, if mutually agreed, an alternate mediation service, for a mediator. The parties pledge to make reasonable efforts in good faith to reach agreement on the unresolved issue(s) within thirty (30) calendar days of the initial mediation session (which timeline may be extended by mutual agreement). Neither party waives any legal remedy that it may have if mediation does not resolve the issue(s) in question.
Change in Applicable Law. In the case of any change in applicable law that eliminates a previously available exemption from Japanese withholding tax on any payment to Ironwood under Section 4.1, Section 4.2, and/or Section 4.3, including without limitation any amendment, renegotiation or termination of the U.S.-Japan Treaty, the following provisions will be effective for any payment(s) occurring on or after the effective date of such change:
Change in Applicable Law. If any change in Applicable Law occurs that would require (i) any change to any notice previously provided to a Client or any additional notice to be provided to a Client relating to this Agreement, (ii) any change to the Services provided under this Agreement, (iii) any change to the monitoring of Services or Legal Services or (iv) any other change to this Agreement, the Parties agree to act in good faith and use commercially reasonable efforts to seek to resolve such matter in a manner that is mutually satisfactory to both Parties.
Change in Applicable Law. In the event performance of the Services in accordance with the terms of this Agreement would result in a violation of present or future Applicable Law that governs or affects the transactions contemplated by this Agreement, this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and Bank shall incur no liability to Client as a result of such violation or amendment.
Change in Applicable Law. There shall be no obligation to indemnify for any Damages which would not have arisen but for any alteration or repeal or enactment of any Applicable Law after the Closing Date.
Change in Applicable Law. Any change in, or new interpretation by a Governmental Authority having jurisdiction relating to Applicable Law, including, without limitation, the Xxxxx-Xxxxxxxx Act, the Atomic Energy Act, the Nuclear Waste Act or the regulations of the NRC, in each case as in effect on the Closing Date, as a result of which, in the opinion of independent counsel to the Owner Participant: (i) the Lessor or the Owner Participant would become liable or responsible in any capacity (including, without limitation, through assessments imposed by a Governmental Authority) for payments owed in respect of the Nuclear Waste Fund (as such term is used in Section 302 of the Nuclear Waste Act) or in respect of the handling or disposal of nuclear waste, decontamination, storage, transportation or safekeeping of radioactive or hazardous materials or any other obligation in the nature of the foregoing; or (ii) the Lessor or the Owner Participant would be prohibited from asserting any material right, protection or defense available under Applicable Law as of the Closing Date with respect to civil or criminal actions brought in connection with a Nuclear Incident. Without limiting the generality of the foregoing, independent counsel to the Owner Participant shall be entitled to conclude that the Lessor or the Owner Participant is prohibited from asserting a material right, protection or defense referred to in clause (ii) above in the event that there is in effect a decision by a court of competent jurisdiction in which the Owner Trustee, the Owner Participant, a Person having an interest in a nuclear generating unit similar to that of the Owner Trustee or the Owner Participant (such person being hereinafter referred to as a “Similar Person”) or any owner or holder of notes or other debt securities issued in connection with the financing of a nuclear generating unit (or any trustee or mortgagee relating thereto) has been held to be liable in respect of a Nuclear Incident relating to, or otherwise to have liability arising out of its interest in, or investment relating to, a nuclear generating unit under circumstances in which the Owner Trustee, the Owner Participant, such Similar Person or such owner, holder, trustee or mortgagee, as the case may be, has taken steps to defend itself against such alleged liability; provided, however, that in the case of any such decision of a court other than a United States federal court, no Deemed Loss Event shall be deemed to have occurred if such decisio...
Change in Applicable Law. If any change in Applicable Law enacted after the Effective Date could reasonably be expected to have a material adverse effect on the ability of either Party to carry out its obligations under this Contract, including but not limited to, the repeal of authority for the ISD Board of Trustees to contract for educational services, then either Party, at its election, and upon written notice to the other Party (which notice may be given at any time following enactment of such change in Applicable Law), may terminate this Contract or request renegotiation of this Contract. Such renegotiation will be undertaken in good faith. If the Party elects renegotiation and the Parties are unable to renegotiate and agree upon revised terms within thirty (30) days after such notice of renegotiation, then this Contract will be terminated effective at the end of the school year in which such notice was given, unless earlier termination is necessary to protect the health, welfare, or safety of students.
