Negotiations to Amend Agreement. Except as provided in Section 12.1 hereof, to the extent that any statute, rule, regulation, ordinance or any other law is enacted, adopted, repealed, amended, modified, changed or interpreted in any way during the term of this Agreement so as to (a) declare the Agreement invalid, in whole or in part, or (b) require Company or City either to: (i) perform any act which is inconsistent with any provision of this Agreement, or (ii) cease performing any act required by any provision of this Agreement, Company and City shall enter into good faith negotiations so as to modify this Agreement and/or regulate the System, as applicable, to reflect such enactment, adoption, repeal, amendment, modification, change or interpretation and Company agrees to comply with any such modifications or regulations arising out of such negotiations. In the event that either party fails to negotiate in good faith to produce an agreement which is reasonably acceptable to both parties within a reasonable period, then either party shall have the right, by notice to the other, to accelerate the term of this Agreement and the franchise granted hereunder such that the term and the franchise shall terminate on the date which is one half of the number of days between the date of such notice and the termination date of this Agreement, but in no event shall City be permitted to reduce the Term of this franchise by virtue of this Section 12.2.3 such that the Term of this franchise is less than five (5) years.
Negotiations to Amend Agreement. Within 10 Banking Days of receipt of a notice served under clause 12.1, the parties shall commence negotiations to seek to agree, in good faith, such amendments to this Agreement as are necessary to achieve (in so far as possible) the same overall balances of benefits, liabilities and risk between the parties in respect of the subject matter of this Agreement as applied at the date of this Agreement. For the avoidance of doubt:
12.2.1 these amendments may include, but are not limited to, amendments to the Successful Bid Price payable in accordance with clause 9.1.1 or any other payments that may be due under clauses 9 or 10 or any other benefits, liabilities and risks accruing to the parties under this Agreement; and
12.2.2 subject to clauses 13.1.8 and 13.2.6, the parties shall continue to perform any obligations under this Agreement that remain possible to perform despite any Change in Law.
