Material Change of Circumstances Sample Clauses

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.

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. 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. 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. “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.

Material Change of Circumstances. In the event of any change of circumstances resulting from administrative, legislative or judicial action by federal, state or local authorities after the date of this Agreement that has the effect of materially altering the carefully structured balance of benefits and burdens that the parties have extensively negotiated and accepted in this Agreement (a “Material Change”), the parties shall use their best efforts to negotiate appropriate amendments to this Agreement, in good faith, as may be necessary to maintain, as closely as possible, the original terms, intent and balance of benefits and burdens of this Agreement. Whenever any party believes that a Material Change has occurred, such party shall promptly notify the other party in writing what the Material Change is and how it affects the Agreement or the rights of any party. Such party may seek dispute resolution under Section J.4 of this Agreement, including mediation and arbitration.

Material Change of Circumstances. “Material Change of Circumstances” means any change of circumstances resulting from judicial, legislative or administrative actions by federal, state or local authorities, which occurs after December 31, 2001, which is not otherwise specifically provided for in this Agreement, and which has the effect of materially altering the Cost Benefit Balance of this Agreement or which disrupts, hampers or obstructs the smooth and efficient administration of this Agreement (e.g. if the information required for the calculation of Revenue Sharing Payments under Section 7.1 of this Agreement is organized differently or published by a different body than is contemplated by this Agreement). Without limitation, the following shall not be considered to be a Material Change of Circumstances: (1) Upgraded or Expanded Sewer Service Facilities are required; or (2) Clean Water Fund Financing is unavailable or is not available in sufficient amounts for the Future Growth Work improvements.

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.