Law Change Sample Clauses

Law Change. Either party may terminate this Agreement if federal or state law or regulations or CMS waiver terms are modified, changed or interpreted in such a way that the reimbursement is no longer allowable. Notice of intent to terminate based on law change shall be given to the other party in writing ninety days prior to termination, or such shorter time as may be required to avoid a violation of law.
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Law Change. A. With respect to any and all governmental imposition and law change assessment costs and expenses arising or incurred prior to January 1, 2010, including, but not limited to, any and all costs and expenses associated with the Mine Improvement and New Emergency Response Act of 2006, (“MINER Act”) and/or any Federal or State statutes, rules, regulations, directives, or mandates implemented, promulgated, issued, enacted, or revised prior to or on December 31, 2009 (individually and collectively a “Law Change”), the following payment is agreed to as the final and complete settlement and resolution of the price to be paid by TVA, under the Contract, for any and all MINER Act expenses, claims, or costs and/or Law Change expenses, claims, or costs. TVA will pay Contractor a lump-sum payment of $500,000 to settle and resolve any and all MINER Act and/or Law Change claims, costs, and expenses which were or could have been claimed under Section 10 of the Contract and/or which arose or were incurred with respect to or in connection with the Contract on or prior to December 31, 2009. Upon payment of this $500,000, TVA and Contractor acknowledge and agree that TVA has paid in full any and all amounts that are owed or that may be owed to Contractor pursuant to Section 10 or any other provisions of the Contract respect to any and all coal delivered to TVA prior to or on December 31, 2009, and for the avoidance of all doubt, no further payment will be made by TVA to Contractor on account of or in connection with such coal, except for the payment of the Base Price and/or any adjustments which may be due the parties as a result of the actual quality of the coal delivered. B. TVA and Contractor further agree that, effective with respect to coal deliveries on or after January 1, 2010, pursuant to the Contract, Section 10.2.1 (Law Change Assessment Costs) of the Contract shall not apply to costs arising on account of or associated with any Federal or State statute (including the MINER Act), regulation, ordinance, rule or other mandate or final judgment, order, or decree of a judicial or regulatory body or agency that is enacted, amended, revised, issued, promulgated, decreed, published, or established at any time prior to or on January 1, 2010. For the avoidance of all doubt, TVA and Contractor acknowledge and agree that the prices established pursuant to Section 3 of this Supplement include payment for the entire cost of Contractor’s compliance with any and all existing law...
Sample 1
Law Change. A change or revocation of Federal, State or local law has occurred that has the effect of prohibiting the operation of the Dispensary and/or the Cultivation Facility.
Sample 1
Law Change. Any provision hereof to the contrary notwithstanding, if any constitutional provision, statute, rule, regulation or order binding on the District shall at any time be adopted, promulgated or issued that determines the health care services a hospital district is required to render, the requirements a resident must meet to qualify for services, or any other provisions relating to the District's responsibility for
Sample 1
Law Change. With respect to any and all governmental imposition and law change assessment costs and expenses arising or incurred prior to January 1, 2010, including, but not limited to, any and all costs and expenses associated with the Mine Improvement and New Emergency Response Act of 2006, (“MINER Act”) and/or any Federal or State statutes, rules, regulations, directives, or mandates implemented, promulgated, issued, enacted, or revised prior to or on December 31, 2009 (individually and collectively a “Law Change”), the following payment is agreed to as the final and complete settlement and resolution of the price to be paid by TVA, under the Contract, for any and all MINER Act expenses, claims, or costs and/or Law Change expenses, claims, or costs. TVA will pay Contractor a lump-sum payment of $500,000 to settle and resolve any and all MINER Act and/or Law Change claims, costs, and expenses which were or could have been claimed under Section 10 of the Contract and/or which arose or were incurred with respect to or in connection with the Contract on or prior to December 31, 2009. Upon payment of this $500,000, TVA and Contractor acknowledge and agree that TVA has paid in full any and all amounts that are owed or that may be owed to Contractor pursuant to Section 10 or any other provisions of the Contract respect to any and all coal delivered to TVA prior to or on December 31, 2009, and for the avoidance of all doubt, no further payment will be made by TVA to Contractor on account of or in connection with such coal, except for the payment of the Base Price and/or any adjustments which may be due the parties as a result of the actual quality of the coal delivered.
Sample 1

Related to Law Change

  • Shift Change Where employees are assigned mid-week to work a non-day shift (whether due to emergencies or a shift change) and as a result lose a shift in the regular work week, such employees will be paid six (6) hours for such loss of earnings.

  • Change The School, as any other, is likely to undergo a number of changes during the period of this agreement. For example, there may be changes in the staff, and in the premises, facilities and their use, in the curriculum and the size and composition of classes, and in the School rules and procedures, the disciplinary framework, and the length of School Terms. In addition, there may be the need to undertake a corporate reorganisation exercise and / or a merger or change of ownership may be necessary. For these reasons, the benefit and burden of this agreement may be freely assigned to another party at the discretion of the School.

  • Change of Control/Change in Management (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office; (ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent Guarantor; (iii) The Parent Guarantor shall cease to own and control, directly or indirectly, at least a majority of the outstanding Equity Interests of the Borrower; or (iv) The Parent Guarantor or a Wholly-Owned Subsidiary of the Parent Guarantor shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Status Change Upon the termination of the Optionee’s Employment, this Option shall continue or terminate, as and to the extent provided in the Plan and this Agreement.

  • Notification of Change The Cardholder shall promptly notify AEON Credit in writing, via e-mail or phone call of any change in his employment or business, address (office or residential) or telephone number(s) or if the Cardholder intends to be absent from Malaysia for more than Thirty (30) days. Notification of change(s) may be made by completing the “Change of Personal Details” form online at xxx.xxxxxxxxxx.xxx.xx, by email to xxxxxxxx.xxxxxxx@xxxxxxxxxx.xxx.xx, by calling AEON Credit Customer Care Centre at 00-0000 0000 or by writing in to AEON Credit Service (M) Berhad, Level 18, UOA Corporate Tower, Avenue 00, Xxx Xxxxxxxx, Xxxxxxx Xxxxx Xxxx, Xx. 0 Xxxxx Xxxxxxxx, 00000 Xxxxx Xxxxxx.

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Management of Change a. The parties to this Collective Agreement accept that change in the health service is necessary in order to ensure the efficient and effective delivery of health services. They recognise a mutual interest in ensuring that health services are provided efficiently and effectively, and that each has a contribution to make in this regard.‌ b. Regular consultation between the employer, its midwives and the union is essential on matters of mutual concern and interest. Effective communication between the parties will allow for: • improved decision making; • greater co-operation between employer and midwives; and • a more harmonious, effective, efficient, safe and productive workplace.

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

  • Effect of Change of Control Notwithstanding the other provisions of Paragraph 9.3, in the event that: (i) the Company terminates the Executive’s employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control; (ii) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control; or (iii) the Company fails to renew this Agreement in anticipation of, or within 24 months after, a Change of Control, the Company shall have no further obligation to the Executive under this Agreement or otherwise, except the Executive shall be entitled to receive the Accrued Obligations and the following benefits: (a) the Company shall pay to the Executive, within 30 days following the Executive’s Separation from Service (as defined below), a lump-sum cash amount equal to: (i) two times the sum of (A) his Salary then in effect and (B) 75% of his then current Salary; plus (ii) a bonus for the then current fiscal year equal to 75% of his Salary (irrespective of whether performance objectives have been achieved); plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the Salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause Paragraph 15.1(h)(ii), the annual salary used for computation under this Paragraph 9.4(a) shall be the one in effect prior to the reduction referred to in Paragraph 15.1(h)(ii); and (b) during the portion, if any, of the 24-month period (unless otherwise limited by COBRA or similar state law) commencing on the date of the Executive’s Separation from Service (as defined below) that the Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s or an affiliate’s group heath plan pursuant to COBRA or similar state law, the Company shall reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage. For purposes of this Agreement, a Change of Control shall not be considered to be anticipated unless (a) the sale of the Company is being actively marketed, (b) a letter of intent outlining provisional sale terms and conditions are being negotiated and/or have been offered and/or exchanged, (c) nondisclosure/confidentiality agreements have been proposed to allow further due diligence for a prospective buyer(s) of the Company and/or its assets, and/or (d) a contract for the sale/purchase of the Company and/or its assets is being/has been negotiated or has been executed.

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