Change in Law and Change in Law Compliance Cost Cap Clause Samples

Change in Law and Change in Law Compliance Cost Cap. To the extent a Change in Law occurs after the Effective Date that (i) causes the representations, warranties, and/or covenants in this Agreement to be materially false or misleading, (ii) prevents Seller from complying with any representations, warranties, and/or covenants in this Agreement, or (iii) increases Seller’s cost to comply with any representations, warranties, and/or covenants in this Agreement beyond the amounts contemplated by Seller as of the Effective Date, then the Parties agree that the maximum amount of costs and expenses Seller shall be required to bear during the Delivery Term shall be capped at $50,000 in the aggregate (the “Change in Law Compliance Cost Cap”). In the event that Seller anticipates the need to incur any costs or expenses, or anticipates the imposition of any charges or penalties, arising from a Change in Law in excess of the Change in Law Compliance Cost Cap, Seller will notify Buyer of such anticipated costs, expenses, charges or penalties. Buyer will have thirty (30) days from receipt of such notice to evaluate such notice, and will, by the end of such period, either (a) agree to reimburse Seller for all such costs, expenses, charges and penalties that Seller actually incurs in excess of the Change in Law Compliance Cost Cap (“Agreed Compliance Costs”), or (b) waive Seller’s obligation to take any and all such actions. In the event ▇▇▇▇▇ agrees to reimburse Seller pursuant to clause (a) in the foregoing sentence, then Seller will