Change in Representation Clause Samples

Change in Representation. The Contracted Manufacturer must notify the Master Agreement Administrator of changes in the Contracted Manufacturer’s Contract Administrator or Contract Usage Report Administrator, in advance and in writing and upon approval by the Master Agreement Administrator. The Master Agreement Administrator reserves the right to require a change in Contracted Supplier(s) representatives if the assigned representative(s) is not, in the opinion of the Master Agreement Administrator, meeting the terms and conditions of the contract.

Change in Representation. The representations of Seller set forth ------------------------ above in this Section 6.4 are made as of the date of execution of this Agreement by Seller and are intended to be true and correct as of the Close of Escrow. If, subsequent to the date of execution of this Agreement and prior to the Close of Escrow, Seller determines that, as a result of facts or subsequent events discovered or arising after execution of this Agreement, any of such representations are no longer true and correct as of such subsequent date, Seller shall not be in breach of this Agreement, provided that Seller shall promptly notify Buyer in writing ("Change Notice") of such facts or subsequent events and the effect on the applicable representation. Seller shall have the option, but not the obligation, to take steps to cure or correct the situation so that the affected representation will be true and correct as of the Close of Escrow, and, if Seller exercises such option, Seller shall identify the corrective action in the Change Notice. If Seller elects to undertake corrective action such that the affected representation will be true and correct as of the Close of Escrow, the parties shall proceed with performance under this Agreement and the Closing, provided Seller completes such corrective action, and the Closing Date shall be extended for the time reasonably required by Seller to complete such cure, but not to exceed a maximum extension of thirty (30) days. If Seller does not elect to undertake such corrective action, then, within ten (10) days after Buyer's receipt of the Change Notice, but in no event later than the Closing Date, Buyer shall elect, by delivering written notice to Escrow Agent (with a copy to Seller) either to: (1) proceed with performance of this Agreement and the Closing; or (2) terminate this Agreement and the Escrow for non-satisfaction of a condition. In the event of termination pursuant to this Section, Buyer's Deposit shall be returned to Buyer and neither party shall have any further obligations hereunder, except for any liability or obligation of Buyer pursuant to those provisions which survive termination of this Agreement under the express terms of this Agreement.

Change in Representation. During any given four (4) year term of office no new appointments or nominations may be made with the exception of the following circumstances: • acquisition of a new subsidiary in an EU country or subsidiaries located in new countries joining the EU were representation does not currently exist. New comers will be reviewed on an annual basis every January 1st • departure of a EWC representative from GEPC’s subsidiary; • resignation of an EWC representative; • prolonged absence or death of a EWC representative; • the loss of the eligibility conditions to be EWC representative in accordance with each national legislation. In the event that the level of employment in the country where GEPC has subsidiary or subsidiaries falls to a level of less than a total of fifty employees, the EWC representative shall lose eligibility. Eligibility will be reviewed in January of every other year • a violation of the Confidentiality obligation by a EWC representative as defined under Article 8 In the event that one of the above circumstances a replacement of the EWC representative or a back-up member shall be appointed or nominated in accordance with the requirements of Sections 4.1 and 4.2 of this Article. Replacement representatives will serve out the term of the representative they replace.