Material Change of Circumstances. The terms of this Contract are based on conditions in existence on the date that Contractor commences performance. In the event of a material change in the conditions that adversely affects the ability of Contractor to perform its obligations, Contractor shall reasonably cooperate with CSU to minimize the impact from such change in conditions on Contractor’s performance and shall, if requested by CSU, negotiate in good faith to adjust the terms of this Contract on a mutually agreeable basis to address the impact of such material change in conditions. This provision shall not limit CSU’s ability to avail itself of any rights or remedies provided to CSU by law, equity or any other term of this Contract. RIDER X
Material Change of Circumstances. With the exception of the provisions of Clause 2.4, which by agreement of the Parties are material for the Parties, a material change of the circumstances relied upon by the Parties in entering into this Agreement (as defined in Article 451 of the Civil Code) may not serve as grounds for amendment or termination of this Agreement by either of the Parties.
Material Change of Circumstances. The terms of this Agreement are based on conditions in existence on the date that Contractor commences performance. In the event of a material change in the conditions that adversely affects the ability of Contractor to perform its obligations, Contractor shall reasonably cooperate with Foundation to minimize the impact from such change in conditions on Contractor’s performance and shall, if requested by Foundation, negotiate in good faith to adjust the terms of this Agreement on a mutually agreeable basis to address the impact of such material change in conditions. This provision shall not limit CSU’s ability to avail itself of any rights or remedies provided to CSU by law, equity or any other term of this Agreement.
Material Change of Circumstances. The terms of this Agreement are based on conditions in existence on the date that Vendor commences performance. In the event of a material change in the conditions that adversely affects the ability of Vendor to perform its obligations, Vendor shall reasonably cooperate with Foundation to minimize the impact from such change in conditions on Vendor’s performance and shall, if requested by Foundation, negotiate in good faith to adjust the terms of this Agreement on a mutually agreeable basis to address the impact of such material change in conditions. This provision shall not limit CSU’s ability to avail itself of any rights or remedies provided to CSU by law, equity or any other term of this Agreement.
Material Change of Circumstances. Section 1.17 Provider Manual is amended in full to read as follows: Provider Manual: refers to the manual(s) developed by Blue Shield dated January 2002 and subsequent revised versions, which set forth the operational rules and procedures applicable to the Group and Group Providers. The Provider Manual will include the HMO Provider Manual, the HMO Benefit Guidelines and the Blue Shield Medical Policy Manual. The manual(s) have been given to the Group and are incorporated into this Agreement by reference. Subsequent revised versions will be provided to Group and are incorporated into this Agreement by reference.
Material Change of Circumstances. Section 5.3 Blue Shield Reports is amended in full to read as follows: Blue Shield Reports. Blue Shield shall provide to Group such reports regarding utilization and other matters as set forth in the Provider Manual
Material Change of Circumstances. In the event of a Material Change, as defined, during the term of this Agreement, and upon written request from either party, Blue Shield and Group agree to meet to discuss in good faith the impact of the Material Change on the financial relationship between the parties. If, within sixty (60) days following the date of such request, the parties are unable to reach agreement on the extent of financial impact of the Material Change, or the appropriate change, up or down, in the amount of Capitation (Exhibit C.), the terms of the Shared Savings program (Exhibit D.) or the Division of Financial Responsibility (Exhibit B.), then the matter shall be sent to a mutually acceptable independent actuary not affiliated with either party who will make such a determination. The cost of the independent actuary shall be borne equally by the parties. The determination of the independent actuary shall be binding upon the parties unless either party, within thirty (30) days of receipt of the actuary’s determination, files a Demand for Arbitration pursuant to Section 11.2 hereof. For purposes of this section, “Material Change” shall include, but, not be limited to, the following which results in a material change in cost to Group (an increase or a decrease) or has a material impact on the risk relationship between Blue Shield and Group: (i) a change in the type, scope or duration of Covered Services mandated by legislation, regulations or a regulatory agency, (ii) the addition or removal by Blue Shield of a service from the list of Capitated Professional Services set forth in Exhibit B., (iii) the addition or removal by Blue Shield of a service from the list of Shared Savings services set forth in Exhibit B., (iv) the development of new technology, therapies or pharmaceuticals or a change in Blue Shield Medical Policy which results in a material change in costs over the cost of existing approved treatment for the same condition (an increase or a decrease), or, (v) enactment of any statute or regulations which otherwise results in a material change in cost to Group (an increase or a decrease) or has a material impact on the risk relationship between Blue Shield and Group. A change or collection of changes will not be considered to be “Material” unless the aggregate net change in cost to Group (increase or decrease) is thirty cents (30 cents) or more per member per month.
Material Change of Circumstances. Sections 14.5 Notices is amended in full to read as follows: Any notices or other communication made or contemplated by this Agreement to be in writing shall be deemed to have been received by the party to whom it is addressed three (3) business days after it is deposited in the United States mail, certified postage prepaid, return receipt requested, or the date of delivery by Federal Express or similar commercial courier service, and addressed as set forth in Exhibit A., or to such other address as either party from time to time informs the other in writing. Further, notice may be given during normal business hours by facsimile transmission to the number set forth in Exhibit A, which shall be deemed received upon facsimile transmission confirmation, or by personal delivery to the address set forth in Exhibit A, which shall be deemed received upon receipt of a signature from the person or office at the designated address.
Material Change of Circumstances. The material change of circumstances described in article 451 of the Civil Code of the Russian Federation may not serve as the grounds for the Guarantee revocation or amendment or termination of this Agreement on the initiative of the Guarantor and/or any of the Borrowers.
Material Change of Circumstances. “Material Change of Circumstances” shall mean a change of circumstances that is material to Parent and its Subsidiaries taken as a whole occurring, or of which Parent became aware, after the date of this Agreement as a result of which the board of directors of Parent determines in good faith, after consultation with its outside legal counsel, that the failure to make an Adverse Recommendation Change would be inconsistent with its fiduciary duties under the DGCL.
