Certain Changes In Law Clause Samples
Certain Changes In Law. If there shall occur any Change In Law specified in clause (Y) of the definition thereof, KBCM will, in lieu of immediately exercising rights under clause (e) under the heading “Acceleration Events” above, notify Party B of the relevant change and provide in reasonable detail the reason for the “materially increased cost” referred to in the definition of Change In Law, and KBCM and Party B will negotiate in good faith for at least 30 calendar days to amend this Master Confirmation to take account of such “materially increased cost.” Such amendment may, if agreed by KBCM and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. During the continuance of such negotiations, the parties will continue to perform all of their respective duties and obligations under this Master Confirmation and in respect of each Transaction. If KBCM and Party B are able to agree on a mutually acceptable amendment, such amendment will be effective from the date of such agreement, and the relevant Change In Law shall not constitute an Acceleration Event for purposes of this Master Confirmation (it being understood, for the avoidance of doubt, that nothing in this sentence shall prevent a subsequent event from being deemed to constitute a Change In Law). If, after negotiating in good faith for at least 30 calendar days to so amend this Master Confirmation, KBCM and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall treated as if it were a Change In Law specified in clause (X) of the definition thereof, and KBCM may treat such Change in Law as an Acceleration Event and exercise its rights under clause (e) under the heading “Acceleration Events” above. It is the intent of KBCM and Party B that the purchase of Shares by KBCM during any Unwind Period of any Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and that this Master Confirmation and each Supplemental Confirmation be interpreted to comply with the requirements of Rule 10b5-1(c). Party B acknowledges that, except as otherwise provided herein, (i) during any Unwind Period of any Transaction, Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares ...
Certain Changes In Law. Upon the occurrence of any Change In Law specified in clause (Y) of the definition thereof, Party A and Party B agree to negotiate in good faith for at least 20 calendar days to amend this Confirmation to take account of the resulting “materially increased cost” as such phrase is used in clause (Y) of the definition of “Change In Law.” Such amendment may, if agreed by Party A and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. If, after negotiating in good faith for at least 20 calendar days to so amend this Confirmation, Party A and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall be treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. It is the intent of Party A and Party B that the purchase of Shares by Party A during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). Party B acknowledges that, except as otherwise provided herein, (i) during any Unwind Period Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Party A (or its agent or affiliate) in connection with this Confirmation and (ii) Party B is entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act.
Certain Changes In Law. Upon the occurrence of any Change In Law specified in clause (Y) of the definition thereof, Party A and Party B agree to negotiate in good faith for at least 20 calendar days to amend this Confirmation to take account of the resulting “materially increased cost” as such phrase is used in clause (Y) of the definition of “Change In Law.” Such amendment may, if agreed by Party A and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. If, after negotiating in good faith for at least 20 calendar days to so amend this Confirmation, Party A and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall be treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above.
Certain Changes In Law. It is the intent of the Parties to structure and implement this Agreement in accordance with all applicable federal and state laws, statutes, rules and regulations. If LICENSOR or LICENSEE determines that this Agreement or the Services provided by LICENSEE violate, or present a substantial risk of violating, any law, rule or regulation or industry standard or guideline or that compliance thereunder would cause LICENSOR or LICENSEE to incur expenses not expressly contemplated hereunder, or if LICENSOR or LICENSEE learns of or there occurs any change in applicable law, statute, rule or regulation, or internal policy guidance or government agency interpretation of the same that results, or presents a substantial risk of resulting in LICENSOR becoming a Government Contractor or LICENSOR becoming subject to HIPAA, then LICENSOR or LICENSEE shall have the right to terminate this Agreement, or any particular license(s) granted hereunder, immediately upon written notice to the other Party.
Certain Changes In Law. For purposes hereof, "ERR and RA Attributes and Benefits" means, collectively, all Environmental Attributes, Capacity Attributes, resource adequacy benefits, and ERR and RPS related requirements and benefits. Notwithstanding anything to the contrary herein, the Parties acknowledge that the Requirements of Law creating, establishing or recognizing ERR and RA Attributes and Benefits may be expanded, changed or eliminated after the Effective Date, and the Parties agree that, so long as Seller complies with its obligations above in this Section 3.3(g) if Compliance Actions can reasonably be taken, in the event of any such change in Requirements of Law after the Effective Date that eliminates or reduces any ERR and RA Benefits and Attributes (including, without limitation, the potential elimination of geothermal resources as qualifying for ERR status), Buyer's obligation to receive and pay for Energy delivered hereunder at the Contract Price shall not be excused or reduced.
Certain Changes In Law. Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.