Common use of Private Party Variations Clause in Contracts

Private Party Variations. If the Private Party wishes to introduce a Variation, it must serve a notice on the Institution providing details of such Variation (a "Private Party Variation Proposal"). The Private Party Variation Proposal must: set out the proposed Variation in sufficient detail to enable the Institution to evaluate it in full; specify the Private Party’s reasons for the Private Party Variation Proposal; request the Institution to consult with the Private Party with a view to deciding whether to agree to the Private Party Variation Proposal and, if so, what consequential changes the Institution requires as a result; specify all implications of the Private Party Variation Proposal on this PPP Agreement and any of its terms, including the impact on the PPP Fee, the Construction, Environmental, Operation and Maintenance Specifications, BEE Obligations and the Project Insurances; and indicate if there are any dates by which a decision by the Institution is critical. The Institution shall evaluate the Private Party’s Variation Proposal taking into account all relevant issues, including whether: the Variation will affect the quality or successful delivery of the Works and/or the Operation and Maintenance; the Variation will interfere with the relationship of the Institution with third parties; the financial strength of the Private Party is sufficient to perform the Variation; the residual value of the Project Assets is reduced; and the Variation materially affects the risks or costs to which the Institution is exposed. As soon as practicable after receiving the Private Party Variation Proposal, the Parties shall meet and discuss the matters referred to in it. During their discussions the Institution may propose modifications or accept or reject the Private Party Variation Proposal. If the Institution accepts the Private Party Variation Proposal (with or without modification), the Private Party shall begin to implement the relevant changes arising from the Variation within [x] Business Days of the Institution’s acceptance. Within this period, the Parties shall consult and agree the remaining details as soon as practicable and shall enter into any documents to amend this PPP Agreement or any relevant Project Document, which are necessary to give effect to the Variation. If the Institution rejects the Private Party Variation Proposal, it shall not be obliged to give its reasons for such a rejection.

Private Party Variations. If the Private Party wishes to introduce a Variation, it including as a result of the User Satisfaction Survey in terms of Clause 25it must serve a notice on the Institution NDoT providing details of such Variation (a "“Private Party Variation Proposal"”). The Private Party Variation Proposal must: must:- set out the proposed Variation in sufficient detail to enable the Institution NDoT to evaluate it in full; specify the Private Party’s reasons for the Private Party Variation Proposal; request the Institution NDoT to consult with the Private Party with a view to deciding whether to agree to the Private Party Variation Proposal and, if so, what consequential changes the Institution NDoT requires as a result; specify all implications of the Private Party Variation Proposal on this PPP Agreement and any of its terms; indicate, including the impact of such proposed Variation on the PPP Fee, the Construction, Environmental, Operation and Maintenance Specifications, BEE Obligations and the Project InsurancesUnitary Payment; and indicate if there are any dates by which a decision by the Institution NDoT is critical. The Institution NDoT shall evaluate the Private Party’s Variation Proposal taking into account all relevant issues, including whether: the Variation will affect the quality or successful delivery of the Works and/or the Operation and Maintenance; the Variation will interfere with the relationship of the Institution with third parties; the financial strength of the Private Party is sufficient to perform the Variation; the residual value of the Project Assets is reduced; and the Variation materially affects the risks or costs to which the Institution is exposedProposal. As soon as practicable after receiving the Private Party Variation Proposal, the Parties shall meet and discuss the matters referred to in it. During their discussions the Institution NDoT may propose modifications or accept or reject the Private Party Variation Proposal. To the extent that the NDoT proposes modifications to the Private Party Variation Proposal, the Private Party may either accept such modifications or withdraw the Private Party Variation Proposal. If the Institution NDoT accepts the Private Party Variation Proposal (with or without modificationmodification as agreed to by the Private Party), the Private Party shall begin to implement the relevant changes arising from the Variation within [x] 20 (twenty) Business Days of the InstitutionNDoT’s acceptance. Within this period, the Parties shall consult and agree the remaining details as soon as practicable and shall enter into any documents to amend this PPP Agreement or any relevant Project Document, which are necessary to give effect to the Variation. If the Institution NDoT rejects the Private Party Variation Proposal, it shall not be obliged to give its reasons for such a rejection.

Private Party Variations. If the The Private Party wishes may, at any time, by giving notice to introduce the CoT, propose a Variation, it must serve a notice on the Institution providing details of such Variation (a "“Private Party Variation Proposal"Party’s Variation”). The Private Party Variation Proposal mustnotice given under this paragraph 10.1 shall: set out specify the proposed Private Party’s Variation in containing sufficient detail to enable the Institution CoT to evaluate it in full, including all of the details set out in paragraph 2.1 of this Schedule; specify the Private Party’s reasons for proposing the Private Party Variation ProposalParty’s Variation; request the Institution to consult with indicate any implications of the Private Party with Party’s Variation; and whether a view to deciding whether to agree payment from the CoT to the Private Party Variation Proposal and, if so, what consequential changes the Institution requires is or will be required as a result; specify all implications consequence of the Private Party’s Variation. Without prejudice to paragraph 10.3 the Private Party’s Variation shall not be implemented without the CoT’s consent. The CoT shall provide their consent no later than twenty (20) Business Days of receipt of the Private Party Variation Proposal on or such longer period as agreed between Parties in writing. Failure to provide consent within this period shall result in a deemed rejection of the Private Party Variation. If granted, the consent shall be subject to such conditions, including conditions as to consequential financial adjustments between the parties, as the CoT may at its absolute discretion specify and to which the Private Party agrees in writing within ten (10) Business Days in writing failing which the Private Party Variation shall be deemed rejected. The Private Party shall be entitled to request a Private Party’s Variation where such a Variation is necessary in order to comply with the Private Party’s obligations under the PPP Agreement and subject to obtaining the CoT's written consent, which consent shall not be unreasonably withheld, unless: any land is required to be acquired by in order to implement the Private Party’s Variation; the circumstances giving rise to the inability of the Private Party to comply with its terms, including obligations can reasonably be said to be within the impact on reasonable contemplation of the parties as at the date of the PPP Fee, the Construction, Environmental, Operation and Maintenance Specifications, BEE Obligations and the Project InsurancesAgreement; and indicate if there are any dates by which a decision by the Institution is critical. The Institution shall evaluate or the Private Party’s Variation Proposal taking into account all relevant issueswould, including whether: the Variation will affect the quality or successful delivery of the Works and/or the Operation and Maintenance; the Variation will interfere with the relationship of the Institution with third parties; the financial strength if implemented, cause other of the Private Party is sufficient Party’s obligations to perform be fundamentally altered, in which event the CoT shall have the absolute discretion to agree to or decline the Private Party's request for a Private Party's Variation; the residual value . Save as required by this Schedule 15 [Variation Procedure] or as otherwise agreed, no payments, or other financial adjustments shall be made to or by either party as a consequence of the Project Assets is reduced; and implementation of a Private Party’s Variation. SCHEDULE 15 Part 2: Finance for the Variation materially affects the risks or costs to which the Institution is exposed. As soon as practicable after receiving the Capital Costs GENERAL PRINCIPLE The Private Party shall use reasonable endeavours to obtain finance for any Variation ProposalCapital Costs in respect of a Qualifying Variation (which term, when used in this Part, shall include reference to a proposed Variation which will be a Qualifying Variation when all matters in respect of it have been agreed or determined pursuant to this Agreement) in accordance with the Parties shall meet and discuss other Parts of this Schedule from any funds specifically available to it for this purpose under the matters referred Financing Agreements in force from time to in ittime. During their discussions the Institution may propose modifications or accept or reject the Private Party Variation Proposal. If the Institution accepts the Private Party Variation Proposal (with or without modification)In particular, the Private Party shall begin use, in respect of any Variation Capital Costs referred to implement the relevant changes arising from the Variation within [x] Business Days in paragraph 1.1 above, reasonable endeavours to utilise (subject to their terms of the Institution’s acceptance. Within this period, Financing Agreements) any available stand-by facility or "head room" in the Parties shall consult and agree loan facilities (however described) (so far as not committed (as a contingency or otherwise) or reserved to fund cost overruns on the remaining details as soon as practicable and shall enter into any documents Works or otherwise) which is or becomes available to amend this PPP Agreement or any relevant Project Document, which are necessary to give effect finance Qualifying Variations during the period up to the Variation. If the Institution rejects the Private Party Variation Proposal, it shall not be obliged to give its reasons for such a rejectionService Commencement Date.