OBLIGATION TO MODIFY AGREEMENT Sample Clauses

OBLIGATION TO MODIFY AGREEMENT. Each Participating Municipality understands that the contractor selected through the RFP process may request amendments to this Agreement. In such event, each Participating Municipality shall be obligated to make commercially reasonable amendments to this Agreement. Each Participating Municipality understands that failure to do so may result in its termination from participation in the Project.
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OBLIGATION TO MODIFY AGREEMENT. Upon implementation by the Massachusetts Department of Public Utilities, the DOER, or other Governmental Authority of any rule or regulation that may affect any provision of this Agreement, in particular (i) any rule or regulation regarding Net Metering, or (ii) any order, rule or regulation issued by the DOER pursuant to M.G.L. c. 25A, §11C or 225 C.M.R. § 10.08(8) requesting a modification to this Agreement, the Parties shall be obligated to amend this Agreement to conform to such rule(s), order(s) and/or regulation(s) to the extent that such amendments are Commercially Reasonable. The Parties shall use their best efforts to conform such amendment to the original intent of this Agreement and to do so in a timely fashion. In the event that Contractor provides User with written notification certifying to User that any such amendment (excluding any future cost-sharing agreement by the Parties pursuant to Sections 3.3(a)(vii) or 3.3(a)(xii)) will increase the Total Project Cost by more than 10%, the Parties agree to use good faith efforts to request a waiver from DOER pursuant to 225 C.M.R. § 10.10. In the event that DOER denies any such waiver request, Contractor may, upon thirty (30) days’ written notice to the User, terminate this EMS Agreement without penalty and promptly remove the PV System from the Premises in accordance with Section 4.11 of this Agreement.
Sample 1
OBLIGATION TO MODIFY AGREEMENT. Upon: (a) implementation, after the Effective Date, by the Massachusetts Department of Public Utilities, the DOER, the Distribution Company, or any other Governmental Authority of any Applicable Legal Requirement that may affect any provision of this Agreement (including the allocation of economic benefits anticipated by either Party) including, but not limited to: (i) Net Metering, (ii) the SMART Program, (iii) the Clean Peak Standard, 225 C.M.R. §21.00 et. seq., (iv) ConnectedSolutions, an energy efficiency program offered in accordance with M.G.L.
Sample 1
OBLIGATION TO MODIFY AGREEMENT. If a Lender or the Seller requires this Agreement to be modified to finance, develop or operate the Facility, and the modification does not (i) materially restrict Seller’s ability to deliver Credits to Buyer, (ii) materially restrict Buyer’s ability to receive Credits, (iii) materially diminish the Credit value to Buyer, or (iv) disallow the Facility’s qualification under either the Net Metering Program or the SMART Program, the Parties shall negotiate in good faith to amend this Agreement in a timely fashion. If the Parties, negotiating in good faith, cannot agree on the amendments, Seller may terminate this Agreement, or, if Seller determines in good faith that the Agreement cannot be amended to allow the Facility to be financed, developed or operated in a commercially reasonable manner, then Seller may terminate the Agreement; provided that any such termination occur within twelve (12) months of such failure to negotiate an amendment or determination that the Agreement cannot be amended. The terminating Party shall give the other Party thirty (30) days prior written notice and this Agreement shall terminate without further liability of the Parties to each other, provided that the Parties shall not be released from any obligation arising under this Agreement prior to such termination. In the event the Seller proposes that the Agreement be modified the Seller shall pay up to $5,000 of the Buyer’s reasonable and documented attorneys fees related to said negotiations and review.
Sample 1
OBLIGATION TO MODIFY AGREEMENT. Upon: (a) implementation, after the Effective Date, by the Massachusetts Department of Public Utilities, the DOER, the Distribution Company, or any other Governmental Authority of any Applicable Legal Requirement that may affect any provision of this Agreement (including the allocation of economic benefits anticipated by either Party) including, but not limited to: (i) Net Metering, (ii) the SMART Program, (iii) the Clean Peak Standard, 225 C.M.R. §21.00 et. seq., (iv) ConnectedSolutions, an energy efficiency program offered in accordance with M.G.L. c. 25A, §21, which uses batteries to reduce peak energy use, (v) benefits, incentives, or tax credits that may be available pursuant to An Act Driving Clean Energy and Offshore Wind, St. 2022, c. 179, (vi) benefits, incentives, or tax credits that may be available pursuant to the Inflation Reduction Act of 2022, P.L. 117-169; or (b) a requirement or condition of any grant funding, donation or other financial assistance assigned to or secured by CVEC or Host intended to assist with the performance of its obligations under this Agreement or the Intergovernmental PDA, the Parties shall be obligated to amend this Agreement to conform to the Applicable Legal Requirement to the extent that such amendment is Commercially Reasonable, and shall use their best efforts to conform such amendment, including allocation of economic benefits, to the original intent of this Agreement, and to do so in a timely fashion.
Sample 1
OBLIGATION TO MODIFY AGREEMENT. Upon implementation, after the Effective Date, by the Massachusetts Department of Public Utilities, the DOER, or other Governmental Authority of any Applicable Legal Requirement that may affect any provision of this Agreement or the anticipated economic benefits of the Parties, in particular (i) any Applicable Legal Requirement regarding Net Metering, or (ii) any rule or regulation amending 225 CMR 14.00 (Renewable Energy Portfolio Standard) or 225 CMR 20.00 (Solar Massachusetts Renewable Target (SMART) Program), the Parties shall be obligated to amend this Agreement and shall use their best efforts to conform such amendment to the original intent of this Agreement, including allocation of economic benefits to most closely approximate the benefits anticipated by both Parties, and to do so in a timely fashion.
Sample 1
OBLIGATION TO MODIFY AGREEMENT. Upon implementation by the Massachusetts Department of Public Utilities, the DOER, or other Governmental Authority of any rule or regulation that may affect any provision of this Agreement, in particular (i) any rule or regulation regarding Net Metering, or (ii) any order, rule or regulation issued by the DOER pursuant to M.G.L. c. 25A, §11C or 225 C.M.R. § 10.08(8) requesting a modification to this Agreement, the Parties shall be obligated to amend this Agreement to conform to such rule(s), order(s) and/or regulation(s) to the extent that such amendments are Commercially Reasonable. The Parties shall use their best efforts to conform such amendment to the original intent of this Agreement and to do so in a timely fashion.
Sample 1
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Related to OBLIGATION TO MODIFY AGREEMENT

  • AGREEMENT TO MODIFY CONTRACT The parties hereto agree to modify the Contract identified in Block 1, above, as described in Block 10, below, pursuant to the terms and conditions of the Contract. Except as modified herein, all other provisions of the Contract (including, but not limited to, price, delivery, and completion date) remain unchanged.

  • OBLIGATION TO NEGOTIATE 50.01 The Employer and the Union acknowledge that during negotiations which preceded this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining/negotiations and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement.

  • Obligation to Notify If the Participant makes the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service and shall within the same 10-day period remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to such inclusion in Participant’s income. The Participant should consult with his or her tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing the Section 83(b) election. The Participant acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Section 83(b), even if the Participant requests the Company or its representatives to make this filing on his or her behalf.

  • Complete Agreement; Modification of Agreement This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.6.

  • Entire Agreement; Amendment; Severability; Waiver This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

  • Obligation to Maintain Confidentiality (a) The Optionee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Confidential Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Confidential Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Optionee will not disclose any Confidential Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without written approval by the Board, either during or after his employment with the Company, unless and until such Confidential Information has become public knowledge without fault by the Optionee. (b) The Optionee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Confidential Information, whether created by the Optionee or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by the Optionee only in the performance of his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Optionee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his employment. After such delivery, the Optionee shall not retain any such materials or copies thereof or any such tangible property. (c) The Optionee agrees that his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Optionee.

  • Entire Agreement; Modification; Waiver This Agreement constitutes the entire agreement between or among the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by all the parties or the applicable parties to be bound by such amendment. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.

  • Right to Modify BNYM may alter, modify or change the Licensed System or any component, code, language, function, format, design, architecture, security measure or other element of whatsoever nature of the Licensed System and implement such alterations, modifications and changes into the Documentation and/or the Licensed System as Updates or Upgrades applicable to Company's continued use of the Licensed System after such implementation; provided, however, at no time shall this section be interpreted in such a manner as to allow BNYM by such alterations, modifications or changes to alter the License granted by Section 2.1 or modify any other service obligation of BNYM under this Agreement.

  • Right to Make Agreement Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.

  • Amendment or Modification; Waiver No provision of this Agreement may be amended or waived, unless such amendment or waiver is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

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