Common use of Change in ISO-NE Rules; Change in Applicable Law or Accounting Treatment Clause in Contracts

Change in ISO-NE Rules; Change in Applicable Law or Accounting Treatment. (a) This Agreement is subject to the ISO-NE Rules. If, during the Term, any ISO-NE Rule is terminated, modified or amended, or is otherwise no longer applicable, resulting in a material alteration of a material right or obligation of a Party hereunder, the Parties agree to negotiate in good faith in an attempt to amend or clarify this Agreement to embody the Parties’ original intent regarding their respective rights and obligations under this Agreement, provided that neither Party shall have any obligation to agree to any particular amendment or clarification of this Agreement. The intent of the Parties is that any such amendment or clarification reflect, as closely as possible, the intent, substance and effect of the ISO-NE Rule being replaced, modified, amended, or made inapplicable as such ISO-NE Rule was in effect prior to such termination, modification, amendment, or inapplicability; provided that such amendment or clarification shall not in any event alter (i) the purchase and sale obligations of the Parties pursuant to this Agreement or (ii) the Transmission Service Payment. In the event the Parties cannot agree upon such amendments within sixty (60) days after such ISO Rule or ISO-NE Practice change described above, the Dispute shall be resolved in accordance with Article XVII. (b) If, during the Term, there is a change in Applicable Law (other than tax laws or regulations) or accounting standards or rules or a change in the interpretation or applicability thereof that would result in (i) material adverse balance sheet or creditworthiness impacts on Distribution Company associated with this Agreement or the amounts paid for Firm Transmission Service purchased hereunder, or (ii) an adverse impact on the economic benefits (including those stemming from the fiscal conditions provided for herein) that Owner enjoys under this Agreement or that are provided for herein for Owner during the Term, the Parties shall use commercially reasonable efforts to agree to an amendment to the Agreement to avoid or mitigate such impacts and restore the economic benefits to each affected Party; provided that such amendment mitigates any material adverse effect(s) on each non-affected Party (as identified by each such Party, acting reasonably) that could reasonably be expected to result from such amendment, but only to the extent that such mitigation can be accomplished in a manner that is consistent with the purpose of such amendment. In the event the Parties cannot agree on an amendment in accordance with this Section 19.2(b), the dispute shall be resolved in accordance with Article XVII. (c) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties, or over the establishment and enforcement of any of the statutes or regulations or orders or actions of regulatory agencies (including the MDPU) supporting this Agreement or the rights or obligations of the Parties hereunder that any of the statutes or regulations supporting this Agreement or the rights or obligations of the Parties hereunder, or orders of or actions of regulatory agencies (including the MDPU) implementing such statutes or regulations, or this Agreement on its face or as applied, violates any Applicable Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Owner may provide transmission service to a third party during any period of time for which Distribution Company suspends payments under this Section 19.2(c). Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void. (d) For the avoidance of doubt, it is understood that the provisions of Article XVII regarding dispute resolution apply to any Dispute under this Article XIX.

Change in ISO-NE Rules; Change in Applicable Law or Accounting Treatment. (a) This Agreement is subject to the ISO-NE Rules. If, during the Term, any ISO-NE Rule is terminated, modified or amended, or is otherwise no longer applicable, resulting in a material alteration of a material right or obligation of a Party hereunder, the Parties agree to negotiate in good faith in an attempt to amend or clarify this Agreement to embody the Parties’ original intent regarding their respective rights and obligations under this Agreement, ; provided that neither Party shall have any obligation to agree to any particular amendment or clarification of this Agreement. The intent of the Parties is that any such amendment or clarification reflect, as closely as possible, the intent, substance and effect of the ISO-NE Rule being replaced, modified, amended, amended or made inapplicable as such ISO-NE Rule was in effect prior to such termination, modification, amendment, amendment or inapplicability; provided that such amendment or clarification shall not in any event alter (i) the purchase and sale obligations of the Parties pursuant to this Agreement or (ii) the Transmission Service Payment. In the event the Parties cannot agree upon such amendments within sixty (60) days after such ISO ISO-NE Rule or ISO-NE Practice change described above, the Dispute shall be resolved in accordance with Article XVII. (b) If, during the Term, there is a change in Applicable Law (other than tax laws or regulations) or accounting standards or rules or a change in the interpretation or applicability thereof that would result in a (iA) material adverse balance sheet or creditworthiness impacts on Distribution Company Purchaser associated with this Agreement or the amounts paid for Firm Transmission Service purchased hereunder, or (iiB) an adverse impact on the economic benefits (including those stemming from the fiscal conditions provided for herein) that Owner any Party enjoys under this Agreement or that are provided for herein for Owner any Party during the Term, the Parties shall use commercially reasonable efforts to agree to an amendment to the Agreement to avoid or mitigate such impacts and restore the economic benefits to each affected Party; provided that such amendment mitigates any material adverse effect(s) on each non-affected Party (as identified by each such Party, acting reasonably) that could reasonably be expected to result from such amendment, but only to the extent that such mitigation can be accomplished in a manner that is consistent with the purpose of such amendment. In the event the Parties cannot agree on an amendment in accordance with this Section 19.2(b), the dispute Dispute shall be resolved in accordance with Article XVII. (c) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties, or over the establishment and enforcement of any of the statutes or regulations or orders or actions of regulatory agencies (including the MDPU) supporting this Agreement or the rights or obligations of the Parties hereunder that any of the statutes or regulations supporting this Agreement or the rights or obligations of the Parties hereunder, or orders of or actions of regulatory agencies (including the MDPU) implementing such statutes or regulations, or this Agreement on its face or as applied, violates any Applicable Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Owner may provide transmission service to a third party during any period of time for which Distribution Company Purchaser suspends payments under this Section 19.2(c). Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void. (d) For the avoidance of doubt, it is understood that the provisions of Article XVII regarding dispute resolution apply to any Dispute under this Article XIX.

Change in ISO-NE Rules; Change in Applicable Law or Accounting Treatment. (a) This Agreement is subject to the ISO-NE Rules. If, during the Term, any ISO-NE Rule is terminated, modified or amended, or is otherwise no longer applicable, resulting in a material alteration of a material right or obligation of a Party hereunder, the Parties agree to negotiate in good faith in an attempt to amend or clarify this Agreement to embody the Parties’ original intent regarding their respective rights and obligations under this Agreement, ; provided that neither Party shall have any obligation to agree to any particular amendment or clarification of this Agreement. The intent of the Parties is that any such amendment or clarification reflect, as closely as possible, the intent, substance and effect of the ISO-NE Rule being replaced, modified, amended, amended or made inapplicable as such ISO-NE Rule was in effect prior to such termination, modification, amendment, amendment or inapplicability; provided that such amendment or clarification shall not in any event alter (i) the purchase and sale obligations of the Parties pursuant to this Agreement or (ii) the Transmission Service Payment. In the event the Parties cannot agree upon such amendments within sixty (60) days after such ISO ISO-NE Rule or ISO-NE Practice change described above, the Dispute shall be resolved in accordance with Article XVII. (b) If, during the Term, there is a change in Applicable Law (other than tax laws or regulations) or accounting standards or rules or a change in the interpretation or applicability thereof that would result in a (iA) material adverse balance sheet or creditworthiness impacts on Distribution Company Purchaser associated with this Agreement or the amounts paid for Firm Transmission Service purchased hereunder, or (iiB) an adverse impact on the economic benefits (including those stemming from the fiscal conditions provided for herein) that Owner any Party enjoys under this Agreement or that are provided for herein for Owner any Party during the Term, the Parties shall use commercially reasonable efforts to agree to an amendment to the Agreement to avoid or mitigate such impacts and restore the economic benefits to each affected Party; provided that such amendment mitigates any material adverse effect(s) on each non-affected Party (as identified by each such Party, acting reasonably) that could reasonably be expected to result from such amendment, but only to the extent that such mitigation can be accomplished in a manner that is consistent with the purpose of such amendment. In the event the Parties cannot agree on an amendment in accordance with this Section 19.2(b), the dispute Dispute shall be resolved in accordance with Article XVII. (c) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties, or over the establishment and enforcement of any of the statutes or regulations or orders or actions of regulatory agencies (including the MDPU) supporting this Agreement or the rights or obligations of the Parties hereunder that any of the statutes or regulations supporting this Agreement or the rights or obligations of the Parties hereunder, or orders of or actions of regulatory agencies (including the MDPU) implementing such statutes or regulations, or this Agreement on its face or as applied, violates any Applicable Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Owner may provide transmission service to a third party during any period of time for which Distribution Company Purchaser suspends payments under this Section 19.2(c). Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void. (d) For the avoidance of doubt, it is understood that the provisions of Article XVII regarding dispute resolution apply to any Dispute under this Article XIX.

Change in ISO-NE Rules; Change in Applicable Law or Accounting Treatment. (a) This Agreement is subject to the ISO-NE Rules. If, during the Term, any ISO-NE Rule is terminated, modified or amended, or is otherwise no longer applicable, resulting in a material alteration of a material right or obligation of a Party hereunder, the Parties agree to negotiate in good faith in an attempt to amend or clarify this Agreement to embody the Parties’ original intent regarding their respective rights and obligations under this Agreement, ; provided that neither Party shall have any obligation to agree to any particular amendment or clarification of this Agreement. The intent of the Parties is that any such amendment or clarification reflect, as closely as possible, the intent, substance and effect of the ISO-NE Rule being replaced, modified, amended, amended or made inapplicable as such ISO-NE Rule was in effect prior to such termination, modification, amendment, amendment or inapplicability; provided that such amendment or clarification shall not in any event alter (i) the purchase and sale obligations of the Parties pursuant to this Agreement or (ii) the Transmission Service Payment. In the event the Parties cannot agree upon such amendments within sixty (60) days after such ISO ISO-NE Rule or ISO-NE Practice change described above, the Dispute shall be resolved in accordance with Article XVII. (b) If, during the Term, there is a change in Applicable Law (other than tax laws or regulations) or accounting standards or rules or a change in the interpretation or applicability thereof that would result in a (iA) material adverse balance sheet or creditworthiness impacts on Distribution Company Purchaser associated with this Agreement or the amounts paid for Firm Transmission Service purchased hereunder, or (iiB) an adverse impact on the economic benefits (including those stemming from the fiscal conditions provided for herein) that Owner any Party enjoys under this Agreement or that are provided for herein for Owner any Party during the Term, the Parties shall use commercially reasonable efforts to agree to an amendment to the Agreement to avoid or mitigate such impacts and restore the economic benefits to each affected Party; provided that such amendment mitigates any material adverse effect(s) on each non-affected Party (as identified by each such Party, acting reasonably) that could reasonably be expected to result from such amendment, but only to the extent that such mitigation can be accomplished in a manner that is consistent with the purpose of such amendment. In the event the Parties cannot agree on an amendment in accordance with this Section 19.2(b), the dispute Dispute shall be resolved in accordance with Article XVII. (c) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties, or over the establishment and enforcement of any of the statutes or regulations or orders or actions of regulatory agencies (including the MDPU) supporting this Agreement or the rights or obligations of the Parties hereunder that any of the statutes or regulations supporting this Agreement or the rights or obligations of the Parties hereunder, or orders of or actions of regulatory agencies (including the MDPU) implementing such statutes or regulations, or this Agreement on its face or as applied, violates any Applicable Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Owner may provide transmission service to a third party during any period of time for which Distribution Company suspends payments under this Section 19.2(c). Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void. (d) For the avoidance of doubt, it is understood that the provisions of Article XVII regarding dispute resolution apply to any Dispute under this Article XIX.