Compliance Action Notice; Responsibility for Expenditures Sample Clauses

Compliance Action Notice; Responsibility for Expenditures. (i) If after a commercially reasonable period of time after such Change in Law, Seller reasonably expects that the Compliance Action costs necessary to cause the Facility to be in RPS Compliance will exceed Seller’s Compliance Expenditure Cap even after Seller’s future efforts to comply with such Change in Law, including Seller’s expenditure of Compliance Action costs in an amount no less than Seller’s Compliance Expenditure Cap, or if it is not possible to overcome through the payment of money the Change in Law to remain in RPS Compliance, then, in either case, Seller shall promptly provide notice to Buyer of the foregoing along with a reasonably detailed report (the “Compliance Action Notice”) consisting of (A) the Compliance Actions that Seller has performed and an itemized list of costs of such Compliance Actions, (B) Seller’s proposed additional Compliance Actions and a good faith itemized estimate of the applicable costs, and (C) a good faith estimate of the date that the Facility will again be in RPS Compliance or the applicable portions of the Product will be in compliance with the successor RPS Law (if any), as applicable, (the aggregate estimated costs of all performed and proposed Compliance Actions, “Compliance Action Plan Estimate”), or (D) a statement that if it is not possible to overcome through the payment of money the Change in Law for the Facility to remain in RPS Compliance or for the applicable portions of the Product to be in compliance with the successor RPS Law (if any), as applicable. (ii) For sixty (60) days after delivery of the Compliance Action Notice, either Party may elect to pay costs in excess of Seller’s Compliance Expenditure Cap (“Excess Compliance Costs”). If a Party does elect through notice to the other Party to pay Excess Compliance Costs, then Seller shall be responsible for all Compliance Action costs up to Seller’s Compliance Expenditure Cap, and the electing Party shall be responsible for Compliance Action costs in excess thereof. If neither Party has provided notice to the other Party in writing of its election to pay the Excess Compliance Costs after sixty (60) days from the delivery of the Compliance Action Notice, or if it is not possible to overcome through the payment of money the Change in Law for the Facility to remain in RPS Compliance or for the applicable portions of the Product to be in compliance with the successor RPS Law (if any), as applicable, then one of the following scenarios (A)-(C) shall app...
Sample 1
AutoNDA by SimpleDocs

Related to Compliance Action Notice; Responsibility for Expenditures

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!