Changed Circumstance Clause Samples
A Changed Circumstance clause allows parties to modify their obligations or terms of an agreement if significant, unforeseen events occur after the contract is signed. Typically, this clause outlines what qualifies as a changed circumstance—such as new laws, natural disasters, or drastic market shifts—and describes the process for renegotiation or adjustment, like requiring written notice and good faith discussions. Its core function is to provide flexibility and fairness by addressing situations where continuing under the original terms would be impractical or unjust due to events beyond the parties' control.
Changed Circumstance. The existence of a Changed -------------------- Circumstance for such Affected Member.
Changed Circumstance. 21.01 When any changes in positions/classifications occur in the bargaining unit the Chief ▇▇▇▇▇▇▇ and Staff Representative will be notified in writing and consulted prior to any individual members being notified. The Employer shall prepare a new job description whenever a new position is created or when the duties of an existing position are substantially modified. The position will be evaluated using the job evaluation instrument agreed to by the Employer and the Union. The salary range will be based on the classification agreed to by the Employer and the Union. If the parties are unable to agree on the classification, the dispute shall be referred to the grievance process. Should a salary range change as a result of this process, it will be retroactive to the time the new position was first filled by the employee.
Changed Circumstance. (a) If, prior to the Closing, to the actual knowledge of either of the Selling Parties, the Selling Parties’ representations or warranties become inaccurate in any respect, the Selling Parties shall promptly give Buyer written notice (a “Change Notice”) of such circumstance (“Changed Circumstance”). Each Change Notice shall state whether such Changed Circumstance is susceptible of cure, and if so, whether the Selling Parties elect to cure such Changed Circumstance. In the event that the Selling Parties elect to cure a Changed Circumstance disclosed in a Change Notice, then (1) the Selling Parties shall promptly commence such cure and diligently prosecute such cure to completion, (2) this Agreement shall remain in full force and effect, and (3) the Closing shall take place on the date set therefor, or as soon thereafter as the Selling Parties are reasonably able to complete such cure; provided, however, that the Closing shall not be delayed more than fifteen (15) days to allow the Selling Parties to complete such cure. In the event Buyer discovers prior to the Closing that any of the Selling Parties’ representations or warranties are inaccurate in any respect, then Buyer shall promptly deliver written notice thereof to the Selling Parties and, within three (3) business days thereafter, the Selling Parties shall deliver a Change Notice with respect thereto to Buyer.
(b) In the event that (A) either a Changed Circumstance disclosed in a Change Notice is not susceptible of cure, the Selling Parties elect not to cure such Changed Circumstance, or the Selling Parties elect to cure such Changed Circumstance but fails to promptly commence or diligently prosecute such cure to completion prior to Closing (as it may have been postponed pursuant to clause (a) above), and (B) Buyer determines in its reasonable discretion that such Changed Circumstance materially and adversely affects the Purchased Assets or transactions contemplated by this Agreement, then Buyer shall have the right to terminate this Agreement by delivering written notice to the Selling Parties and the Escrow Agent not later than fifteen (15) business days after Buyer’s receipt of notice that the Selling Parties are not able or willing to cure such Changed Circumstance. Failure of Buyer to timely deliver such written notice of termination shall be conclusively deemed acceptance by Buyer of such Changed Circumstance.
(c) If Buyer does give timely notice of termination pursuant to clause (b) above, this ...
Changed Circumstance. If, from time to time after the Commencement Date, Landlord or Tenant determines in the exercise of its commercially reasonable judgment that the limits of the insurance required to be maintained by Tenant hereunder are no longer commensurate to the limits being regularly required by institutional landlords of similar properties in the applicable State or their institutional lenders or that a particular type of insurance coverage is being regularly required by institutional landlords of similar properties in the applicable State or their institutional lenders and is not then required hereunder or vice versa, Landlord or Tenant, as the case may be, may notify the other party of the same, indicating the particular limit or type of coverage that such party has determined should be increased, decreased, carried or not carried by Tenant, as applicable. Notwithstanding anything herein to the contrary, neither party may request a modification of the insurance requirements of this Lease more frequently than once every three (3) years under this Section 14.7 and notwithstanding anything to the contrary herein, any decrease in a particular limit or removal of a particular type of coverage hereunder shall only become effective if permitted by the Facility Mortgagee. If the responding party, in the exercise of its commercially reasonable judgment, objects to the first party’s determination made under this Section 14.7 and Landlord and Tenant are unable to agree upon the matter within fifteen (15) days of the responding party’s receipt of the applicable notice from first party (the “Review Period”), such determination shall be made by a reputable insurance company, consultant or expert (an “Insurance Arbitrator”) with experience in the senior housing insurance industry as mutually identified by Landlord and Tenant in the exercise of their reasonable judgment within ten (10) days of the expiration of the Review Period. As a condition to a determination of commercial reasonableness with respect to any particular matter, the Insurance Arbitrator shall be capable of providing, procuring or identifying particular policies or coverages that would be available to Tenant and would satisfy the requirement in issue. The determinations made by any such experts shall be binding on Landlord and Tenant for purposes of this Section 14.7, and the costs, fees and expenses of the same shall be shared equally by Tenant and Landlord. If Tenant and Landlord are unable to mutually agree upo...
Changed Circumstance. The section shall be deemed as a supplementary and not inconsistent with the Transaction Agreements and other terms of the Agreement. If at any time, the Pledgee believes that the Agreement and/or the disposition of the Pledged Property specified by provisions of the Agreement become illegal or are contrary to the laws, regulations or rules as a result of promulgation or change of any Chinese Laws, regulations or rules, or due to the interpretation or change of interpretation of such laws, regulations or rules, or due to the change of the relevant registration procedures, the Pledgors and the Company shall immediately, according to the written instructions of the Pledgee and reasonable requirements of the Pledgee, take any action and/or sign any agreement or other documents to:
11.1 Maintain the validity of this Agreement;
11.2 Facilitate the disposition of the Pledged Property in the manner provided by the Agreement; and/or
11.3 Maintain or realize the guarantee established or intended to be established by the Agreement.
Changed Circumstance