Common use of Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action Clause in Contracts

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by such changes, and (y) in a manner that, to the extent possible, mitigates any material adverse effect(s) on Seller (as identified by Seller, acting reasonably) that could reasonably be expected to result from such amendment, provided that such amendment does not (unless Seller otherwise agrees) alter: (i) the purchase and sale obligations of the Parties pursuant to this Agreement or (ii) the Price. Buyer and Seller shall negotiate in good faith in an effort to agree on such amendment. (b) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, 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 Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, the Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by . Buyer shall use commercially reasonable efforts to prepare such changes, and (y) amendment in a manner that, to the extent possible, that mitigates any material adverse effect(s) on Seller (as identified by Seller, 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. Seller agrees to execute such amendment provided that such amendment does not (unless the Seller otherwise agrees) alter: (i) the purchase and sale obligations of the Parties pursuant to this Agreement Agreement, or (ii) the Price or the Adjusted Price, as applicable. Buyer and Seller shall negotiate in good faith in an effort to agree on such amendment. (b) . Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, 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 Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, the Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by . Buyer shall use commercially reasonable efforts to prepare such changes, and (y) amendment in a manner that, to the extent possible, that mitigates any material adverse effect(s) on Seller (as identified by Seller, 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. Seller agrees to execute such amendment provided that such amendment does not (unless the Seller otherwise agrees) alter: (i) the purchase and sale obligations of the Parties pursuant to this Agreement Agreement, or (ii) the Price or the Adjusted Price, as applicable. Buyer and Seller shall negotiate in good faith in an effort to agree on such amendment. (b) .‌ Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, 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 Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, the Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by . Buyer shall use commercially reasonable efforts to prepare such changes, and (y) amendment in a manner that, to the extent possible, that mitigates any material adverse effect(s) on Seller (as identified by Seller, 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. Seller agrees to execute such amendment provided that such amendment does not (unless the Seller otherwise agrees) alter: (i) the purchase and sale obligations of the Parties pursuant to this Agreement Agreement, or (ii) the Price or the Adjusted Price. Buyer and Seller shall negotiate in good faith in an effort to agree on such amendment, as applicable. (b) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, or over the establishment and enforcement of any of the statutes or regulations or orders or actions of regulatory agencies (including the MDPUPUC) 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 MDPUPUC) implementing such statutes or regulations, or this Agreement on its face or as applied, violates any Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non- appealable, this Agreement shall be rendered null and void. (c) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, or over the establishment and enforcement of any of the statutes or regulations or orders or actions of regulatory agencies (including the PUC) supporting this Agreement or the rights or obligations of the Parties hereunder that recovery by Buyer of its costs incurred under this Agreement is disallowed, Buyer shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases under this Section. Upon such a disallowance becoming final and non-appealable, this Agreement shall be rendered null and void.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, the Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by . Buyer shall prepare such changes, and (y) amendment in a manner that, that is designed to be limited to changes required to avoid or mitigate the extent possible, adverse balance sheet or creditworthiness impact. Buyer shall use commercially reasonable efforts to prepare such amendment in a manner that mitigates any material adverse effect(s) on Seller (as identified by Seller, 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. Seller agrees to execute such amendment provided that such amendment does not (unless the Seller otherwise agrees) alter: (i) alter the purchase and sale obligations of the Parties pursuant to this Agreement Agreement, or (ii) the Price. Buyer and Seller shall negotiate in good faith in an effort amount of any net payment to agree on such amendmentbe made hereunder, including Seller’s indemnification obligations or either Party’s obligations to pay any costs or expenses of the other Party. (b) Upon a determination by a court or regulatory body having jurisdiction (i) over this Agreement or any of the Parties hereto, or (ii) 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 (iii) over 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, in the reasonable determination by a Party, violates any Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, Buyer shall make a good faith determination regarding whether the Adverse Determination does or may adversely affect the enforceability of any provision of this Agreement and/or Buyer’s continued ability to recover all of its costs incurred under and in connection with this Agreement for the entire term of this Agreement and to recover remuneration equal to two and three quarters percent (2.75%) of Buyer’s annual payments under this Agreement for the term of this Agreement and whether such adverse effect(s) of the Adverse Determination can reasonably be mitigated by amending the Agreement in a manner that allows the Agreement to continue with modification. If, in Buyer’s sole reasonable judgment, such adverse effect(s) of the Adverse Determination cannot be reasonably mitigated by amending the Agreement, Buyer shall have the right to terminate the Agreement. If Buyer determines that such effect(s) can be rendered null so mitigated, it shall promptly prepare an amendment to this Agreement designed to be limited to changes required to avoid or mitigate such effect(s). Thereafter, Buyer and voidSeller shall negotiate the terms of such amendment in good faith; provided, however, that neither Buyer nor Seller will be required to agree to any particular amendment. If Seller and Buyer cannot reach agreement on such amendment within sixty (60) days after Buyer delivers to Seller the first draft thereof, then either Party may terminate this Agreement by written notice to the other Party delivered within thirty (30) days after such sixty (60) day period. Upon a termination pursuant to this section, Seller shall: (a) prepare a final invoice to Buyer for Products delivered to Buyer, which Buyer shall pay in the normal course pursuant to Section 5.2(b); and (b) have no further obligations or liabilities to Buyer and Seller shall have the right to sell Energy, RECs and capacity to third parties and Seller and Buyer shall have no further obligations or liabilities to the other Party under this Agreement.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by . Buyer shall use commercially reasonable efforts to prepare such changes, and (y) amendment in a manner that, to the extent possible, that mitigates any material adverse effect(s) on Seller (as identified by Seller, 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. Seller agrees to execute such amendment provided that such amendment does not (unless the Seller otherwise agrees) alter: alter (i) the purchase and sale obligations of the Parties pursuant to this Agreement Agreement, or (ii) the Price. Buyer and Seller shall negotiate in good faith in an effort to agree on such amendment. (b) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, 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 Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, hereunder the Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by . Buyer shall prepare such changes, and (y) amendment in a manner that, that is designed to be limited to changes required to avoid or mitigate the extent possible, adverse balance sheet or creditworthiness impact on Buyer. Buyer shall use commercially reasonable efforts to prepare such amendment in a manner that mitigates any material adverse effect(s) on Seller (as identified by Seller, 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. Seller agrees to execute such amendment; provided that such amendment does not (unless Seller otherwise agrees) alter: (i) the purchase and sale obligations of the Parties pursuant to this Agreement Agreement, or (ii) the Price. Buyer and Seller shall negotiate in good faith in an effort to agree on such amendment. (b) Upon a determination by a court or regulatory body having jurisdiction (i) over this Agreement or any of the Parties hereto, or (ii) over the establishment and enforcement of any of the statutes or regulations or orders or actions of regulatory agencies (including the MDPUDepartment or PURA) supporting this Agreement or (iii) over 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 MDPUDepartment or PURA) implementing such statutes or regulations, or this Agreement on its face or as applied, in the reasonable determination by a Party, violates any Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, Buyer shall make a good faith determination regarding whether the Adverse Determination does or may adversely affect the enforceability of any provision of this Agreement and/or Buyer’s continued ability to recover all net costs incurred under this Agreement and the reasonable costs incurred in connection with this Agreement for the entire Term of this Agreement and whether such adverse effect(s) of the Adverse Determination can reasonably be mitigated by amending the Agreement in a manner that allows the Agreement to continue with modification. If, in Buyer’s sole reasonable judgment, such adverse effect(s) of the Adverse Determination cannot be reasonably mitigated by amending the Agreement, either Party shall have the right to terminate the Agreement. If Buyer determines that such effect(s) can be rendered null so mitigated, it shall promptly prepare an amendment to this Agreement designed to be limited to changes required to avoid or mitigate such effect(s). Thereafter, Buyer and voidSeller shall negotiate the terms of such amendment in good faith; provided, however, that neither Buyer nor Seller will be required to agree to any particular amendment. If Seller and Buyer cannot reach agreement on such amendment within sixty (60) days after Xxxxx delivers to Seller the first draft thereof, then either Party may terminate this Agreement by written notice to the other Party delivered within thirty (30) days after such sixty (60) day period. Upon a termination pursuant to this section, (I) Seller shall: (a) prepare a final invoice to Buyer for Products delivered to Buyer, which Buyer shall pay in the normal course pursuant to Section 5.2(b), and (b) have no further obligations or liabilities to Buyer, (II) Seller shall have the right to sell Energy and RECs to third parties, and (III) neither Seller nor Buyer shall have any further obligations or liabilities to the other Party under this Agreement.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, the Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by . Buyer shall use commercially reasonable efforts to prepare such changes, and (y) amendment in a manner that, to the extent possible, that mitigates any material adverse effect(s) on Seller (as identified by Seller, 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. Seller agrees to execute such amendment provided that such amendment does not (unless the Seller otherwise agrees) alter: (i) the purchase and sale obligations of the Parties pursuant to this Agreement Agreement, or (ii) the Price or the Adjusted Price, as applicable. Buyer and Seller shall negotiate in good faith in an effort to agree on such amendment. (b) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, 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 Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by such changes, and (y) in a manner that, to the extent possible, mitigates any material adverse effect(s) on Seller (as identified by Seller, acting reasonably) that could reasonably be expected to result from such amendment, provided that such amendment does not (unless Seller otherwise agrees) alter: (i) the purchase and sale obligations of the Parties pursuant to this Agreement or (ii) the Price or the Adjusted Price, as applicable. Buyer Xxxxx and Seller Xxxxxx shall negotiate in good faith in an effort to agree on such amendment. (b) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, 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 Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by such changes, and (y) in a manner that, to the extent possible, mitigates any material adverse effect(s) on Seller (as identified by Seller, acting reasonably) that could reasonably be expected to result from such amendment, provided that such amendment does not (unless Seller otherwise agrees) alter: (i) the purchase and sale obligations of the Parties pursuant to this Agreement or (ii) the Price or the Adjusted Price, as applicable. Buyer and Seller shall negotiate in good faith in an effort to agree on such amendment. (b) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, 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 Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, Buyer shall prepare an amendment to this Agreement (x) to avoid or mitigate such impacts, while preserving the existing terms of this Agreement not impacted by such changes, and (y) in a manner that, to the extent possible, mitigates any material adverse effect(s) on Seller (as identified by Seller, acting reasonably) that could reasonably be expected to result from such amendment, provided that such amendment does not (unless Seller otherwise agrees) alter: (i) the purchase and sale obligations of the Parties pursuant to this Agreement or (ii) the Price. Buyer Xxxxx and Seller shall negotiate in good faith in an effort to agree on such amendment. (b) Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, 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 Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void.

Change in Law or Buyer’s Accounting Treatment, Subsequent Judicial or Regulatory Action. (a) If, during the Term of this Agreement, there is a change in Law or accounting standards or rules or a change in the interpretation or applicability thereof that would result in adverse balance sheet or creditworthiness impacts on Buyer associated with this Agreement or the amounts paid for Products purchased hereunder, the Buyer shall prepare an amendment amendmentParties agree to amend this Agreement (x) to avoid or significantly mitigate such impacts, while preserving the existing terms of this Agreement not impacted by . Buyer shall use commercially reasonable efforts to prepare such changes, and (y) amendment in a manner that, to the extent possible, that mitigates any material adverse effect(s) on Seller (as identified by Seller, acting reasonably) that could reasonably be expected to result from such amendment, but only to while preserving the extent that such mitigation can be accomplished in a manner that is consistent with existing terms of the purpose of such amendment. Seller agrees to execute such amendment provided that such amendment does doesAgreement not (unless the Seller otherwise agrees) alter: impacted by such change(s), and further such amendment shall not in any event alter: (i) the purchase and sale obligations of the Parties pursuant to this Agreement Agreement, or (ii) the Price [or . In the event that the Adjusted Price. Buyer and Seller shall negotiate in good faith in an effort to , as applicable National Grid].Parties cannot agree on such amendment with sixty (60) days after the change described above necessitating such amendment. (b) , the Dispute regarding such amendment will be resolved in accordance with Article 11. Upon a determination by a court or regulatory body having jurisdiction over this Agreement or any of the Parties hereto, 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 Law (including the State or Federal Constitution) (an “Adverse Determination”), each Party shall have the right to suspend performance under this Agreement without liability. Seller may deliver and sell Products to a third party during any period of time for which Buyer suspends payments or purchases or Seller suspends Deliveries under this Section. Upon an Adverse Determination becoming final and non-appealable, this Agreement shall be rendered null and void.