Common use of Interpretation of Laws or Changes in Laws Clause in Contracts

Interpretation of Laws or Changes in Laws. Successful Respondent shall be responsible for interpreting and agrees to interpret Successful Respondent Laws and shall make adjustments to the Services as needed to maintain compliance with such Successful Respondent Laws. DIR shall be responsible for interpreting and agrees to interpret DIR Laws and, with Successful Respondent’s cooperation, advise Successful Respondent of changes that must be made to the Services or Successful Respondent’s other obligations under this Agreement that are required to maintain DIR's compliance with DIR Laws. In the event a change to the Services or other Successful Respondent’s obligations under this Agreement is required in order to comply with applicable Laws, the Parties shall timely comply, with such implementation to be undertaken in accordance with Change Control and Section 15.11(f), as applicable. For purposes of clarity, DIR maintains final approval rights, in its sole discretion, to interpret any such change needed under this Section 15.11(e) relating to all applicable Laws provided, however, that such approval rights in the case of Successful Respondent Laws will be limited to those Successful Respondent Laws impacting or otherwise related to DIR or a DIR Customer's operating environment. To the extent the impact of any Law (including change in Law) applicable to the provision of the Services and the performance of any of Successful Respondent’s other legal and contractual obligations hereunder cannot be readily identified by Successful Respondent, the Parties shall cooperate in interpreting such Law and shall seek in good faith to identify and agree upon the impact on the performance, provision, receipt and use of the Services. If the Parties are unable to agree upon such impact, DIR shall retain the right, in its sole discretion, to interpret such Law and determine its impact. In addition, if Successful Respondent reasonably concludes, after due inquiry, that the compliance obligations associated with any Law applicable to the provision of the Services and the performance of any of Successful Respondent’s other legal and contractual obligations hereunder are unclear or that there is more than one (1) reasonable approach to achieving compliance, Successful Respondent shall escalate the issue to DIR for a final decision. In no event shall either Party be obligated to interpret and/or offer legal advice regarding Laws applicable to the other Party. Without limiting either Party's obligations under this Section 15.11(e), the Parties intend to proactively cooperate with each other in understanding DIR Laws and Successful Respondent Laws, and the impact such laws may have on the Services and DIR's use or receipt of the Services.

Interpretation of Laws or Changes in Laws. Successful Respondent Service Provider shall be responsible for interpreting and agrees to interpret Successful Respondent Service Provider Laws and shall make adjustments to the Services as needed to maintain compliance with such Successful Respondent LawsService Provider Laws applicable to this Agreement. DIR shall be responsible for interpreting and agrees to interpret DIR Laws and, with Successful Respondent’s Service Provider's cooperation, advise Successful Respondent Service Provider of changes that must be made to the Services or Successful Respondent’s Service Provider's other obligations under this Agreement that are required to maintain DIR's compliance with DIR Laws. In the event a change to the Services or other Successful Respondent’s Service Provider's obligations under this Agreement is required in order to comply with applicable Laws, the Parties shall timely comply, with such implementation to be undertaken in accordance with Change Control and Section 15.11(f15.12(g), as applicable. For purposes of clarity, DIR maintains final approval rights, in its sole discretion, to interpret any such change needed under this Section 15.11(e15.12(e) relating to all applicable Laws provided, however, that such approval rights in the case of Successful Respondent Service Provider Laws will be limited to those Successful Respondent Service Provider Laws impacting or otherwise related to DIR or a DIR Customer's operating environment. To the extent the impact of any Law (including change in Law) applicable to the provision of the Services and the performance of any of Successful Respondent’s Service Provider's other legal and contractual obligations hereunder cannot be readily identified by Successful RespondentService Provider, the Parties shall cooperate in interpreting such Law and shall seek in good faith to identify and agree upon the impact on the performance, provision, receipt and use of the Services. If the Parties are unable to agree upon such impact, DIR shall retain the right, in its sole discretion, to interpret such Law and determine its impact. In addition, if Successful Respondent Service Provider reasonably concludes, after due inquiry, that the compliance obligations associated with any Law applicable to the provision of the Services and the performance of any of Successful Respondent’s Service Provider's other legal and contractual obligations hereunder are unclear or that there is more than one (1) reasonable approach to achieving compliance, Successful Respondent Service Provider shall escalate the issue to DIR for a final decision. In no event shall either Party be obligated to interpret and/or offer legal advice regarding Laws applicable to the other Party. Without limiting either Party's obligations under this Section 15.11(e15.12(e), the Parties intend to proactively cooperate with each other in understanding DIR Laws and Successful Respondent Service Provider Laws, and the impact such laws may have on the Services and DIR's use or receipt of the Services.

Interpretation of Laws or Changes in Laws. Successful Respondent Service Provider shall be responsible for interpreting and agrees to interpret Successful Respondent Service Provider Laws and shall make adjustments to the Services as needed to maintain compliance with such Successful Respondent LawsService Provider Laws applicable to this Agreement. DIR shall be responsible for interpreting and agrees to interpret DIR Laws and, with Successful Respondent’s Service Provider's cooperation, advise Successful Respondent Service Provider of changes that must be made to the Services or Successful Respondent’s Service Provider's other obligations under this Agreement that are required to maintain DIR's compliance with DIR Laws. In the event a change to the Services or other Successful Respondent’s Service Provider's obligations under this Agreement is required in order to comply with applicable Laws, the Parties shall timely comply, with such implementation to be undertaken in accordance with Change Control and Section 15.11(f15.11(g), as applicable. For purposes of clarity, DIR maintains final approval rights, in its sole discretion, to interpret any such change needed under this Section 15.11(e) relating to all applicable Laws provided, however, that such approval rights in the case of Successful Respondent Service Provider Laws will be limited to those Successful Respondent Service Provider Laws impacting or otherwise related to DIR or a DIR Customer's operating environment. To the extent the impact of any Law (including change in Law) applicable to the provision of the Services and the performance of any of Successful Respondent’s Service Provider's other legal and contractual obligations hereunder cannot be readily identified by Successful RespondentService Provider, the Parties shall cooperate in interpreting such Law and shall seek in good faith to identify and agree upon the impact on the performance, provision, receipt and use of the Services. If the Parties are unable to agree upon such impact, DIR shall retain the right, in its sole discretion, to interpret such Law and determine its impact. In addition, if Successful Respondent Service Provider reasonably concludes, after due inquiry, that the compliance obligations associated with any Law applicable to the provision of the Services and the performance of any of Successful Respondent’s Service Provider's other legal and contractual obligations hereunder are unclear or that there is more than one (1) reasonable approach to achieving compliance, Successful Respondent Service Provider shall escalate the issue to DIR for a final decision. In no event shall either Party be obligated to interpret and/or offer legal advice regarding Laws applicable to the other Party. Without limiting either Party's obligations under this Section 15.11(e), the Parties intend to proactively cooperate with each other in understanding DIR Laws and Successful Respondent Service Provider Laws, and the impact such laws may have on the Services and DIR's use or receipt of the Services.

Interpretation of Laws or Changes in Laws. Successful Respondent shall be responsible for interpreting and agrees to interpret Successful Respondent Laws and shall make adjustments to the Services as needed to maintain compliance with such Successful Respondent Laws. DIR shall be responsible for interpreting and agrees to interpret DIR Laws and, with Successful Respondent’s cooperation, advise Successful Respondent of changes that must be made to the Services or Successful Respondent’s other obligations under this Agreement that are required to maintain DIR's compliance with DIR Laws. In the event a change to the Services or other Successful Respondent’s obligations under this Agreement is required in order to comply with applicable Lawslaws, the Parties shall timely comply, with such implementation to be undertaken in accordance with Change Control and Section 15.11(f12.11(f), as applicable. For purposes of clarity, DIR maintains final approval rights, in its sole discretion, to interpret any such change needed under this Section 15.11(e12.11(e) relating to all applicable Laws laws provided, however, that such approval rights in the case of Successful Respondent Laws will be limited to those Successful Respondent Laws uniquely impacting or otherwise related to DIR or a DIR Customer's operating environment. To the extent the impact of any Law law (including change in Lawlaw) applicable to the provision of the Services and the performance of any of Successful Respondent’s other legal and contractual obligations hereunder cannot be readily identified by Successful Respondent, the Parties shall cooperate in interpreting such Law law and shall seek in good faith to identify and agree upon the impact on the performance, provision, receipt and use of the Services. If the Parties are unable to agree upon such impact, DIR shall retain the right, in its sole discretion, to interpret such Law and determine its impact. In addition, if Successful Respondent reasonably concludes, after due inquiry, that the compliance obligations associated with any Law applicable to the provision of the Services and the performance of any of Successful Respondent’s other legal and contractual obligations hereunder are unclear or that there is more than one (1) reasonable approach to achieving compliance, Successful Respondent shall escalate the issue to DIR for a final decision. In no event shall either Party be obligated to interpret and/or offer legal advice regarding Laws laws applicable to the other Party. Without limiting either Party's obligations under this Section 15.11(e12.11(e), the Parties intend to proactively cooperate with each other in understanding DIR Laws and Successful Respondent Laws, and the impact such laws may have on the Services and DIR's use or receipt of the Services.

Interpretation of Laws or Changes in Laws. Successful Respondent Service Provider shall be responsible for interpreting and agrees to interpret Successful Respondent Service Provider Laws and shall make adjustments to the Services as needed to maintain compliance with such Successful Respondent LawsService Provider Laws applicable to this Agreement. DIR shall be responsible for interpreting and agrees to interpret DIR Laws and, with Successful Respondent’s Service Provider's cooperation, advise Successful Respondent Service Provider of changes that must be made to the Services or Successful Respondent’s Service Provider's other obligations under this Agreement that are required to maintain DIR's compliance with DIR Laws. In the event a change to the Services or other Successful Respondent’s Service Provider's obligations under this Agreement is required in order to comply with applicable Laws, the Parties shall timely comply, with such implementation to be undertaken in accordance with Change Control and Section 15.11(f15.12(g), as applicable. For purposes of clarity, DIR maintains final approval rights, in its sole discretion, to interpret any such change needed under this Section 15.11(e15.12(e) relating to all applicable Laws provided, however, that such approval rights in the case of Successful Respondent Service Provider Laws will be limited to those Successful Respondent Service Provider Laws impacting or otherwise related to DIR or a DIR Customer's operating environment. To the extent the impact of any Law (including change in Law) applicable to the provision of the Services and the performance of any of Successful Respondent’s Service Provider's other legal and contractual obligations hereunder cannot be readily identified by Successful RespondentService Provider, the Parties shall cooperate in interpreting such Law and shall seek in good faith to identify and agree upon the impact on the performance, provision, receipt and use of the Services. If the Parties are unable to agree upon such impact, DIR shall retain the right, in its sole discretion, to interpret such Law and determine its impact. In addition, if Successful Respondent Service Provider reasonably concludes, after due inquiry, that the compliance obligations associated with any Law applicable to the provision of the Services and the performance of any of Successful Respondent’s Service Provider's other legal and contractual obligations hereunder are unclear or that there is more than one (1) reasonable approach to achieving compliance, Successful Respondent Service Provider shall escalate the issue to DIR for a final decision. In no event shall either Party be obligated to interpret and/or offer legal advice regarding Laws applicable to the other Party. Without limiting either Party's obligations under this Section 15.11(e15.12(e), the Parties intend to proactively cooperate with each other in understanding DIR Laws and Successful Respondent Service Provider Laws, and the impact such laws may have on the Services and DIR's use or receipt of the Services.

Interpretation of Laws or Changes in Laws. Successful Respondent Service Provider shall be responsible for interpreting and agrees to interpret Successful Respondent Service Provider Laws and shall make adjustments to the Services as needed to maintain compliance with such Successful Respondent LawsService Provider Laws applicable to this Agreement. DIR TxDOT shall be responsible for interpreting and agrees to interpret DIR TxDOT Laws and, with Successful Respondent’s Service Provider's cooperation, advise Successful Respondent Service Provider of changes that must be made to the Services or Successful Respondent’s Service Provider's other obligations under this Agreement that are required to maintain DIRTxDOT's compliance with DIR TxDOT Laws. In the event a change to the Services or other Successful Respondent’s Service Provider's obligations under this Agreement is required in order to comply with applicable Laws, the Parties shall timely comply, with such implementation to be undertaken in accordance with Change Control and Section 15.11(f15.11(g), as applicable. For purposes of clarity, DIR TxDOT maintains final approval rights, in its sole discretion, to interpret any such change needed under this Section 15.11(e) relating to all applicable Laws provided, however, that such approval rights in the case of Successful Respondent Service Provider Laws will shall be limited to those Successful Respondent Service Provider Laws impacting or otherwise related to DIR or a DIR CustomerTxDOT's operating environment. To the extent the impact of any Law (including change in Law) applicable to the provision of the Services and the performance of any of Successful Respondent’s Service Provider's other legal and contractual obligations hereunder cannot be readily identified by Successful RespondentService Provider, the Parties shall cooperate in interpreting such Law and shall seek in good faith to identify and agree upon the impact on the performance, provision, receipt and use of the Services. If the Parties are unable to agree upon such impact, DIR TxDOT shall retain the right, in its sole discretion, to interpret such Law and determine its impact. In addition, if Successful Respondent Service Provider reasonably concludes, after due inquiry, that the compliance obligations associated with any Law applicable to the provision of the Services and the performance of any of Successful Respondent’s Service Provider's other legal and contractual obligations hereunder are unclear or that there is more than one (1) reasonable approach to achieving compliance, Successful Respondent Service Provider shall escalate the issue to DIR TxDOT for a final decision. In no event shall either Party be obligated to interpret and/or offer legal advice regarding Laws applicable to the other Party. Without limiting either Party's obligations under this Section 15.11(e), the Parties intend to proactively cooperate with each other in understanding DIR TxDOT Laws and Successful Respondent Service Provider Laws, and the impact such laws may have on the Services and DIRTxDOT's use or receipt of the Services.

Interpretation of Laws or Changes in Laws. Successful Respondent shall be responsible for interpreting and agrees to interpret Successful Respondent Laws and shall make adjustments to the Services as needed to maintain compliance with such Successful Respondent Laws. DIR shall be responsible for interpreting and agrees to interpret DIR Laws and, with Successful Respondent’s cooperation, advise Successful Respondent of changes that must be made to the Services or Successful Respondent’s other obligations under this Agreement that are required to maintain DIR's compliance with DIR Laws. In the event a change to the Services or other Successful Respondent’s obligations under this Agreement is required in order to comply with applicable Laws, the Parties shall timely comply, with such implementation to be undertaken in accordance with Change Control and Section 15.11(f15.11(g), as applicable. For purposes of clarity, DIR maintains final approval rights, in its sole discretion, to interpret any such change needed under this Section 15.11(e) relating to all applicable Laws provided, however, that such approval rights in the case of Successful Respondent Laws will be limited to those Successful Respondent Laws impacting or otherwise related to DIR or a DIR Customer's operating environment. To the extent the impact of any Law (including change in Law) applicable to the provision of the Services and the performance of any of Successful Respondent’s other legal and contractual obligations hereunder cannot be readily identified by Successful Respondent, the Parties shall cooperate in interpreting such Law and shall seek in good faith to identify and agree upon the impact on the performance, provision, receipt and use of the Services. If the Parties are unable to agree upon such impact, DIR shall retain the right, in its sole discretion, to interpret such Law and determine its impact. In addition, if Successful Respondent reasonably concludes, after due inquiry, that the compliance obligations associated with any Law applicable to the provision of the Services and the performance of any of Successful Respondent’s other legal and contractual obligations hereunder are unclear or that there is more than one (1) reasonable approach to achieving compliance, Successful Respondent shall escalate the issue to DIR for a final decision. In no event shall either Party be obligated to interpret and/or offer legal advice regarding Laws applicable to the other Party. Without limiting either Party's obligations under this Section 15.11(e), the Parties intend to proactively cooperate with each other in understanding DIR Laws and Successful Respondent Laws, and the impact such laws may have on the Services and DIR's use or receipt of the Services.

Interpretation of Laws or Changes in Laws. Successful Respondent Service Provider shall be responsible for interpreting and agrees to interpret Successful Respondent Service Provider Laws and shall make adjustments to the Services as needed to maintain compliance with such Successful Respondent Service Provider Laws. DIR shall be responsible for interpreting and agrees to interpret DIR Laws and, with Successful Respondent’s Service Provider's cooperation, advise Successful Respondent Service Provider of changes that must be made to the Services or Successful Respondent’s Service Provider's other obligations under this Agreement that are required to maintain DIR's compliance with DIR Laws. In the event a change to the Services or other Successful Respondent’s Service Provider's obligations under this Agreement is required in order to comply with applicable Laws, the Parties shall timely comply, with such implementation to be undertaken in accordance with Change Control and Section 15.11(f15.11(g), as applicable. For purposes of clarity, DIR maintains final approval rights, in its sole discretion, to interpret any such change needed under this Section 15.11(e) relating to all applicable Laws provided, however, that such approval rights in the case of Successful Respondent Service Provider Laws will be limited to those Successful Respondent Service Provider Laws impacting or otherwise related to DIR or a DIR Customer's operating environment. To the extent the impact of any Law (including change in Law) applicable to the provision of the Services and the performance of any of Successful Respondent’s Service Provider's other legal and contractual obligations hereunder cannot be readily identified by Successful RespondentService Provider, the Parties shall cooperate in interpreting such Law and shall seek in good faith to identify and agree upon the impact on the performance, provision, receipt and use of the Services. If the Parties are unable to agree upon such impact, DIR shall retain the right, in its sole discretion, to interpret such Law and determine its impact. In addition, if Successful Respondent Service Provider reasonably concludes, after due inquiry, that the compliance obligations associated with any Law applicable to the provision of the Services and the performance of any of Successful Respondent’s Service Provider's other legal and contractual obligations hereunder are unclear or that there is more than one (1) reasonable approach to achieving compliance, Successful Respondent Service Provider shall escalate the issue to DIR for a final decision. In no event shall either Party be obligated to interpret and/or offer legal advice regarding Laws applicable to the other Party. Without limiting either Party's obligations under this Section 15.11(e), the Parties intend to proactively cooperate with each other in understanding DIR Laws and Successful Respondent Service Provider Laws, and the impact such laws may have on the Services and DIR's use or receipt of the Services.

Interpretation of Laws or Changes in Laws. Successful Respondent Hercules shall be responsible responsible, with Supplier’s cooperation and assistance, for interpreting and agrees to interpret Successful Respondent Hercules Laws or changes in Hercules Laws and shall make adjustments to for identifying the Services as needed to maintain compliance with impact of such Successful Respondent LawsHercules Laws or changes in Hercules Laws on Supplier’s performance and Hercules' and/or the Eligible Recipients' receipt and use of the Services. DIR Supplier shall be responsible responsible, with Hercules' cooperation and assistance, for interpreting Supplier Laws or changes in Supplier Laws and agrees to interpret DIR for identifying the impact of such Supplier Laws and, with Successful Respondentor changes in Supplier Laws on Supplier’s cooperation, advise Successful Respondent performance and Hercules' and/or the Eligible Recipients' receipt and use of changes that must be made to the Services or Successful Respondent’s other obligations under this Agreement that are required to maintain DIR's compliance with DIR Laws. In the event a change to the Services or other Successful Respondent’s obligations under this Agreement is required in order to comply with applicable Laws, the Parties shall timely comply, with such implementation to be undertaken in accordance with Change Control and Section 15.11(f), as applicable. For purposes of clarity, DIR maintains final approval rights, in its sole discretion, to interpret any such change needed under this Section 15.11(e) relating to all applicable Laws provided, however, that such approval rights in the case of Successful Respondent Laws will be limited to those Successful Respondent Laws impacting or otherwise related to DIR or a DIR Customer's operating environmentServices. To the extent the impact of any Supplier Law (including or change in Law) applicable to the provision of the Services and the performance of any of Successful Respondent’s other legal and contractual obligations hereunder Supplier Law cannot be readily identified by Successful RespondentSupplier, the Parties shall cooperate in interpreting such Law or change in Law and shall seek in good faith to identify and agree upon the impact on Supplier’s performance and Hercules' and/or the performance, provision, Eligible Recipients' receipt and use of the Services. If the Parties are unable to agree upon such impact, DIR Hercules shall retain the right, in its sole discretion, to interpret such Supplier Law or change in Supplier Law and determine its impactimpact if and to the extent such Supplier Law or change in Supplier Law could impact the Services to be provided by Supplier or Hercules' and/or the Eligible Recipients' receipt and use of such Services and Supplier shall retain the right, in its reasonable discretion, to interpret such Supplier Law or change in Supplier Law if and to the extent such Supplier Law or change in Supplier Law could impact matters internal to Supplier (such as wages/salaries, employee benefits, occupational safety and health, etc.), but not the Services to be provided by Supplier or Hercules' and/or the Eligible Recipients' receipt and use of such Services. In addition, if Successful Respondent Supplier reasonably concludes, after due inquiry, that the compliance obligations associated with any such Supplier Law applicable to the provision of the Services and the performance of any of Successful Respondent’s other legal and contractual obligations hereunder or change in Supplier Law are unclear or that there is more than one (1) reasonable approach to achieving compliance, Successful Respondent shall Supplier may escalate the issue to DIR Hercules for a final decision. In no event shall either Party be obligated to interpret and/or offer legal advice regarding Laws applicable to the other Party. Without limiting either Party's obligations under this Section 15.11(e), the Parties intend to proactively cooperate with each other in understanding DIR Laws and Successful Respondent Laws, and the impact such laws may have on the Services and DIR's use or receipt of the Services.