Common use of Change in Law Clause in Contracts

Change in Law. If, after the Effective Date, a Change in Law occurs or New Taxes are imposed, and such event or taxes have a direct, material and adverse effect on the economic benefits to a Party of this ESA, the affected Party shall send written notice to the other Party, setting forth the Change in Law or New Taxes and reasonably demonstrating the effect of the same on the affected Party. Any Department-approved changes to the Local Distributor’s Purchase of Receivable (“POR”) Plan originally approved by the Department pursuant to D.P.U. 10-53 shall be deemed a Change in Law. For the purposes of clarity, periodic changes to the purchase of receivable discount rate and timing of payments filed by the Local Distributor and approved by the Department shall not constitute a Change in Law hereunder. Upon delivery of such notice, the Parties shall use reasonable efforts to negotiate an amendment to this ESA to mitigate such effect. Alternatively, if as a direct result of such a Change in Law or New Taxes, the Competitive Supplier incurs additional, material costs in performance of its obligations under this ESA, the Competitive Supplier shall provide a written notice to the Aggregator that documents: a) the effective date of the Change in Law or New Taxes; b) a detailed explanation and reasonable demonstration of the material costs incurred as a result of the Change in Law or New Taxes; c) the timing of the cost impact to be incurred by the Competitive Supplier; d) the proposed price increase per kWh to be passed on to Participating Consumers; and e) a proposed plan for coordinating with the Local Distributor for an increase in the price per kWh that is billed by the Local Distributor, designed to reimburse the Competitive Supplier for such cost impact. If the Aggregator and the Competitive Supplier cannot agree on the amendment to this ESA or reimbursement contemplated by this section, the matter shall be subject to dispute resolution in accordance with Article 12.

Change in Law. If, after the Effective Date, a Change in Law occurs or New Taxes are imposed, and such event or taxes have a direct, material and adverse effect on the economic benefits to a Party of this ESA, the affected Party shall send written notice to the other Party, setting forth the Change in Law or New Taxes and reasonably demonstrating the effect of the same on the affected Party. Any Department-approved changes to the Local Distributor’s Purchase of Receivable (“POR”) Plan originally approved by the Department pursuant to D.P.U. 10-53 shall be deemed a Change in Law. For the purposes of clarity, periodic changes to the purchase of receivable discount rate and timing of payments filed by the Local Distributor and approved by the Department shall not constitute a Change in Law hereunder. Upon delivery of such notice, the Parties shall use reasonable efforts to negotiate an amendment to this ESA to mitigate such effect. Alternatively, if as a direct result of such a Change in Law or New Taxes, the Competitive Supplier incurs additional, material costs in performance of its obligations under this ESA, the Competitive Supplier shall provide a written notice to the Aggregator that documents: a) the effective date of the Change in Law or New Taxes; b) a detailed explanation and reasonable demonstration of the material costs incurred as a result of the Change in Law or New Taxes; c) the timing of the cost impact to be incurred by the Competitive Supplier; d) the proposed price increase per kWh to be passed on to Participating Consumers; and e) a proposed plan for coordinating with the Local Distributor for an increase in the price per kWh that is billed by the Local Distributor, designed to reimburse the Competitive Supplier for such cost impact. The Aggregator must respond to Supplier’s notice within ten (10) Business Days of receipt. If the Aggregator and the Competitive Supplier cannot agree on the amendment to this ESA or reimbursement contemplated by this section, the matter shall be subject to dispute resolution in accordance with Article 12.

Change in Law. If, after the Effective Date, a Change in Law occurs or New Taxes are imposed, and such event or taxes have a direct, material and adverse effect on the economic benefits to a Party of this ESA, the affected Party shall send written notice to the other Party, setting forth the Change in Law or New Taxes and reasonably demonstrating the effect of the same on the affected Party. Any Department-approved changes to the Local Distributor’s Purchase of Receivable (“POR”) Plan originally approved by the Department pursuant to D.P.U. 10-53 shall be deemed a Change in Law. For the purposes of clarity, periodic changes to the purchase of receivable discount rate and timing of payments filed by the Local Distributor and approved by the Department shall not constitute a Change in Law hereunder. Upon delivery of such notice, the Parties shall use reasonable efforts to negotiate an amendment to this ESA to mitigate such effect. Alternatively, if as a direct result of such a Change in Law or New Taxes, the Competitive Supplier incurs additional, material costs in performance of its obligations under this ESAcosts, the Competitive Supplier shall provide a written notice to the Aggregator Town that documents: a) the effective date of the Change in Law or New Taxes; b) a detailed explanation and reasonable demonstration of the material costs incurred as a result of the Change in Law or New Taxes; c) the timing of the cost impact to be incurred by the Competitive Supplier; d) the proposed price increase per kWh to be passed on to Participating Consumers; and e) a proposed plan for coordinating with the Local Distributor for an increase in the price per kWh that is billed by the Local Distributor, designed to reimburse the Competitive Supplier for such cost impact. If the Aggregator Town and the Competitive Supplier cannot agree on the amendment to this ESA or reimbursement contemplated by this section, the matter shall may be subject to dispute resolution in accordance with Article 12section 12.2. In no event shall a price change become effective without providing Participating Consumers with a 30-day advance notice of the price change.

Change in Law. If, after the Effective Date, a Change in Law occurs or New Taxes are imposed, and such event or taxes have a direct, material and adverse effect on the economic benefits to a Party of this ESA, the affected Party shall send written notice to the other Party, setting forth the Change in Law or New Taxes and reasonably demonstrating the effect of the same on the affected Party. Any Department-approved changes to the Local Distributor’s Purchase of Receivable (“POR”) Plan originally approved by the Department pursuant to D.P.U. 10-53 shall be deemed a Change in Law. For the purposes of clarity, periodic changes to the purchase of receivable discount rate and timing of payments filed by the Local Distributor and approved by the Department shall not constitute a Change in Law hereunder. Upon delivery of such notice, the Parties shall use reasonable efforts to negotiate an amendment to this ESA to mitigate such effect. Alternatively, if as a direct result of such a Change in Law or New Taxes, the Competitive Supplier incurs additional, material costs in performance of its obligations under this ESA, the Competitive Supplier shall provide a written notice to the Aggregator that documents: a) the effective date of the Change in Law or New Taxes; b) a detailed explanation and reasonable demonstration of the material costs incurred as a result of the Change in Law or New Taxes; c) the timing of the cost impact to be incurred by the Competitive Supplier; d) the proposed price increase per kWh to be passed on to Participating Consumers; and e) a proposed plan for coordinating with the Local Distributor for an increase in the price per kWh that is billed by the Local Distributor, designed to reimburse the Competitive Supplier for such cost impact. If the Aggregator and the Competitive Supplier cannot agree on the amendment to this ESA or reimbursement contemplated by this section, the matter shall be subject to dispute resolution in accordance with Article 1212.2. In no event shall a price change become effective without providing Participating Consumers with a 30- day advance notice of the price change.

Change in Law. If, after the Effective Date, If a Change in Law occurs after the Effective Date with respect to obtaining, maintaining, conveying, or New Taxes are imposedeffectuating Buyer’s use of any Product, and including any such event or taxes have a direct, material and adverse effect on the economic benefits to a Party of this ESA, the affected Party shall send written notice to the other Party, setting forth the Change in Law that impacts the Facility’s or New Taxes the Product’s eligibility to qualify for or maintain Resource Adequacy Benefits, then Seller shall use commercially reasonable efforts to comply with such Change in Law as necessary to maintain such eligibility described above, subject to this Section 3.7(a) and reasonably demonstrating the effect of the same on the affected Partyfollowing Section 3.7(b). Any Department-approved changes to the Local Distributor’s Purchase of Receivable (“POR”) Plan originally approved by the Department pursuant to D.P.U. 10-53 shall be deemed Following a Change in Law. For , and Seller’s recognition of the purposes impact upon the Facility or Seller’s obligations under this Agreement, Seller as soon as practicable will provide Buyer with Notice of clarity, periodic changes to the purchase of receivable discount rate and timing of payments filed by the Local Distributor and approved by the Department shall not constitute a Change in Law hereunder. Upon delivery Law, including the anticipated effect on the Facility and the obligations of such notice, the Parties shall use under this Agreement, Seller’s proposed commercially reasonable efforts to negotiate an amendment to this ESA to mitigate such effect. Alternatively, if as a direct result of such a Change in Law or New Taxes, the Competitive Supplier incurs additional, material costs in performance of comply with its obligations under this ESA, the Competitive Supplier shall provide a written notice to the Aggregator that documents: a) the effective date Agreement in light of the Change in Law Law, Seller’s estimate of anticipated Compliance Costs, and to what extent, if any, the estimate of anticipated Compliance Costs would exceed the Compliance Expenditure Cap (as defined below), each to the extent then-anticipated by Seller, and subject to further modification by Seller. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions (as defined below) described in the Notice) and shall, within such time, either (i) agree to reimburse Seller for all or New Taxes; b) a detailed explanation and reasonable demonstration some portion of the material costs incurred as Compliance Costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon Compliance Costs, the “Accepted Compliance Costs”), or (ii) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which ▇▇▇▇▇ has not agreed to reimburse Seller; provided that ▇▇▇▇▇▇ agrees to reasonably cooperate with ▇▇▇▇▇ to discuss alternative Compliance Actions that may mutually benefit the Parties. If Buyer does not respond to a result Notice given by Seller under this Section 3.7(a) within sixty (60) days after Buyer’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Change in Law or New Taxes; c) Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, such Compliance Actions until such time as Buyer agrees to pay the timing of the cost impact to be incurred by the Competitive Supplier; d) the proposed price increase per kWh to be passed on to Participating Consumers; and e) a proposed plan for coordinating with the Local Distributor for an increase in the price per kWh that is billed by the Local Distributor, designed to reimburse the Competitive Supplier for such cost impact. If the Aggregator and the Competitive Supplier cannot agree on the amendment to this ESA or reimbursement contemplated by this section, the matter shall be subject to dispute resolution in accordance with Article 12applicable Compliance Costs.

Change in Law. If, after In the Effective Date, event of a Change in Law occurs that impacts the ability of the Facility to remain RPS Compliant or New Taxes are imposedto comply with the requirements of Section 7.2, or that changes any Compliance Costs required to bring the Facility into RPS Compliance, Seller will take all commercially reasonable actions to continue to satisfy Seller’s warranty and obligations under Section 8.6. The Parties agree that the Compliance Costs Seller shall be required to bear to address incremental new costs resulting from a Change in Law occurring after the Effective Date shall be capped at $500,000 in any given Contract Year or $1,000,000 during the Delivery Term. If, despite taking such event commercially reasonable actions, the incremental new Compliance Costs incurred by Seller exceed the limits set forth in this Section 8.7, Buyer shall either reimburse Seller for such incremental new Compliance Costs, or taxes have a direct, material and adverse effect on excuse Seller from performing the economic benefits to a Party obligations of this ESA, Agreement that would otherwise cause it to incur incremental new Compliance Costs in excess of the affected Party shall send written notice to the other Party, setting amounts set forth above. Within sixty (60) days after the Change in Law or New Taxes and reasonably demonstrating the effect which Seller anticipates will cause it to incur new Compliance Costs in excess of the same on amounts set forth in this Section 8.7, Seller shall provide to Buyer notice with an estimate of the affected Party. Any Department-approved changes to the Local Distributor’s Purchase of Receivable (“POR”) Plan originally approved expected incremental new annual Compliance Costs caused by the Department pursuant to D.P.U. 10-53 shall be deemed a such Change in Law. For Within thirty (30) days of the purposes of clarity, periodic changes to the purchase of receivable discount rate and timing of payments filed by the Local Distributor and approved by the Department shall not constitute a Change in Law hereunder. Upon delivery of such noticenotice with the estimate, Buyer shall provide Seller notice of (i) Buyer’s request for Seller to incur the incremental new Compliance Costs in excess of the amounts set forth above, (ii) Buyer’s initiation of dispute resolution under Section 14.3 of this Agreement, or (iii) Buyer’s waiver of Seller’s performance of such obligations. The Parties shall use agree on a reasonable efforts to negotiate an amendment to this ESA to mitigate allocation, as between Seller and Buyer, over the Remaining Term, of any such effect. Alternatively, if as a direct result of such a Change Compliance Costs in Law or New Taxes, the Competitive Supplier incurs additional, material costs in performance of its obligations under this ESA, the Competitive Supplier shall provide a written notice to the Aggregator that documents: a) the effective date excess of the Change caps discussed in Law or New Taxes; bthis Section 8.7 that are incurred after the fifteenth (15th) a detailed explanation Contract Year and reasonable demonstration that are expected to benefit the Project beyond the Term of the material costs incurred as a result of the Change in Law or New Taxes; c) the timing of the cost impact to be incurred by the Competitive Supplier; d) the proposed price increase per kWh to be passed on to Participating Consumers; and e) a proposed plan for coordinating with the Local Distributor for an increase in the price per kWh that is billed by the Local Distributor, designed to reimburse the Competitive Supplier for such cost impact. If the Aggregator and the Competitive Supplier cannot agree on the amendment to this ESA or reimbursement contemplated by this section, the matter shall be subject to dispute resolution in accordance with Article 12Agreement.