Material Adverse Government Action. (or "MAGA") shall mean any act or omission, after the date of signature of this Contract, by a Governmental Entity, which has a Material Adverse Effect.
Material Adverse Government Action means any act or omission by the Authority or any relevant Public Authority or event set out in Clause 29.2 below, which occurs during the term of this Agreement and which (i) directly causes the Operator to be unable to comply with all or some of its obligations under the Agreement and/or (ii) has a [Material] Adverse Effect] on its [costs or revenues]. For the purposes of Clause 29.1 above any act or omission shall mean and be limited to the following circumstances:
Material Adverse Government Action. ("MAGA") shall mean any act or omission, after the Effective Date, by BSCDCL or any other public entity, which has a Material Adverse Effect.
Examples of Material Adverse Government Action in a sentence
If the Disputes Board shall determine that the performance of an obligation is prevented due to a Material Adverse Government Action, the Concessionaire shall resume performance of such obligation under this Agreement when the effects of the Material Adverse Government Action are removed or rectified.
In the case of prolonged Force Majeure, the Parties may terminate this Agreement without further liability to each other in accordance with Clause 28.5. In the case of prolonged Material Adverse Government Action, the Parties may terminate this Agreement in accordance with Clause 29.4.
Except for any interruption or suspension of operations in line with article 7.8 due to an Emergency, Force Majeure, Material Adverse Government Action, or any other interruption authorized by the Contracting Authority or Competent Authorities, as provided for herein, the Concessionaire shall undertake that the Airport remains open and functional anytime throughout the Term of this Agreement.
For the avoidance of doubt, should either the State or the CTA commit a material breach of this Agreement, or should a Material Adverse Government Action occur, following which the performance of the Concessionaire's obligations under this Agreement is delayed by a period which does not exceed the period specified in this Section 25.6.1, the Concessionaire shall not be entitled to terminate this Agreement.
Moreover, it also wanted to remove certain events (such as sudden tax increases) from the MAGA (Material Adverse Government Action) clause, putting the overall viability of the deal at stake.
More Definitions of Material Adverse Government Action
Material Adverse Government Action has the meaning set forth in clause 17;
Material Adverse Government Action means:
(a) expropriation, requisition, confiscation or nationalisation of the Facility and/or the Development Rights;
(b) prohibition or restriction on repatriation or transferability of Developer's profits or gains and debt service from the Republic of Albania (including foreign exchange prohibition and restrictions);
(c) any imposition or Change in Law which would have the effect of making the Applicable Laws, this Agreement or the Support Agreement more stringent than the obligations of the Republic of Albania under the Energy Community Treaty or any other international treaty and any implementing instrument, with respect to substantially the same subject matter;
(d) non-compliance by the Contracting Authority with material terms of an arbitration award rendered pursuant to clause 23;
(e) any full or partial Curtailment in the output from the Facility, provided that such Curtailment is made as a result of a mandatory order made under Applicable Law by a Competent Authority or a person authorised under Applicable Law to make such an order, provided that no such curtailment shall exist in the following cases:
(i) a failure of the Developer to maintain the Facility and keep the Facility energised in accordance with the Applicable Law, the Connection Agreement or requests of a Competent Authority;
(ii) mechanical or equipment breakdown at the Facility (except where the breakdown is due to Force Majeure Event);
(iii) a defect in any design, workmanship, equipment or other component of the Facility; or
(iv) conditions attributable to normal wear and tear;
(f) action or inaction by a Competent Authority resulting in any license, permit, approval or other authorisation necessary for meeting the obligations or exercising the rights under this Agreement ceasing to be valid or put out of force, or not being issued, amended or extended within the prescribed deadlines upon a duly submitted request, for reasons not attributable to illegal conduct or conduct in bad faith by either Party;
(g) an illegal action or failure to act on the part of OST (including to enter into the Connection Agreement) that is not otherwise attributable to the action, inaction or failure by the Developer to perform its obligations under the this Agreement or, where applicable, the Connection Agreement or to comply with Applicable Law, and which causes a delay that has, or is reasonably likely to have, the effect of delaying the achievement of Commissioning or the Commercial Operation Date; o...
Material Adverse Government Action means any action of competent authority of whatsoever nature, including but not limited to the introduction, application or change of any law, order, regulation or by-law after the effective date, the effect of which is to discriminate against or has a material adverse effect on the rights, interest or obligations of the WSI under the contract and results in any actual or prospective change in the WSIs costs and/or revenues, provided that there shall not be deemed to be a material adverse government action to the extent that the WSA’s or competent authority’s action is required following a vis major event provided that such action is reasonable in relation thereto;
Material Adverse Government Action means government-imposed restrictions in movements, acts, restrictions, regulations, by-laws, and acts of governments;
Material Adverse Government Action shall have the meaning ascribed in article 13;
Material Adverse Government Action means cases when the Contracting Authority or any local or central Competent Authority, after the Effective Date of this Agreement, takes or fails to take an action, whose effect has a tangible and negative impact on the Concessionaire with regards to the rights, assets, expenses or revenues (including, but not limited to, Taxation or Taxes), or its economic and financial position, including, but not limited to: expropriation, seizure or nationalization of SIA and/or of the rights of the Concessionaire provided for in article 4; prohibition or restriction on the transfer of the Concessionaire’s profits and loan services from the Republic of Albania (including the prohibition and restrictions of the exchange rate); Every obligation, act or law amendment that would exclusively affect, and negatively and tangibly impact the Concessionaire, and would make the fulfillment of the Concessionaire’s obligations under the Agreement impossible. In order to avoid any doubt, the Amendment on Law on Taxation or Taxes shall not be considered an Material Adverse Government Actionif applicable to all taxpayers or tax entities in Albania, without any differentiation or discrimination; If the Concessionaire reasonably thinks that an Material Adverse Government Actionhas occurred or is expected to occur, the Concessionaire shall notify the Contracting Authority and provide detailed information about the Material Adverse Government Actionand the way it tangibly affects and is unfavorable for the rights of the Concessionaire or for the fulfillment of its obligation under this Agreement. Within thirty (30) Business Days upon the notice addressed to the Contracting Authority, the Parties shall meet, discuss and decide in good faith a mutual satisfactory solution, in order to return the Concessionaire to the commercial position it would have had if such Material Adverse Government Actionwould not have occurred, or in an equivalent commercial position. If the Parties decide that a satisfactory solution cannot be found to address the impact of the Material Adverse Government Actionon the fulfillment of the obligations under this Agreement, and if the Material Adverse Government Actionoccurs during the Term and continues for more than three (3) months, the Concessionaire shall have the right to: proceed with the fulfillment of its obligations under the Agreement, thus being granted an extension to the deadline of its obligations fulfillment (if this is the case), or terminate this Ag...
Material Adverse Government Action means and be limited to the following circumstances, provided that such circumstances meet the criteria set out in Clause 35.1.1 (Definition of ):
(a) failure of any Government Entity to grant to the Concessionaire or renew any Consent that is required for the purposes of the Concessionaire's proper performance of its obligations and enforcement of its rights under this Concession Agreement, where: