Common use of Compliance Expenditure Cap Clause in Contracts

Compliance Expenditure Cap. If a change in Laws occurring after the Effective Date has increased Seller’s known or reasonably expected costs to comply with Seller’s obligations under this Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product (including any obligations set forth in Sections 4.3, 4.4, or 4.5), then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses (“Compliance Costs”) Seller shall be required to bear during the Delivery Term to comply with all of such obligations shall be capped at of Guaranteed Capacity (“Compliance Expenditure Cap”). Seller’s internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product are excluded from the Compliance Expenditure Cap. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action Seller shall provide Notice to Buyer of such anticipated Compliance Costs. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the Compliance Costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Term. If Xxxxx agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Effective Execution Date has increased Seller’s known or cost above the cost that could reasonably expected costs have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under this the Agreement with respect to obtainingobtaining and maintaining CEC Pre-Certification, maintaining, conveying CEC Certification or effectuating Buyer’s use of (as applicable) any Product (including any obligations set forth in Sections 4.3, 4.4, or 4.5)CEC Verification, then the Parties agree that the maximum aggregate amount of Seller’s required out-of-pocket costs and expenses are limited to Twenty-Five Thousand dollars (“Compliance Costs”$25,000.00) Seller shall be required to bear during in the Delivery aggregate each year of the Term to comply with all of such obligations shall be capped at of Guaranteed Capacity (“Compliance Expenditure Cap”). Seller’s internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer’s use ) between the Execution Date and the last day of (as applicable) any Product are excluded from the Compliance Expenditure CapTerm. Any actions required for Seller to comply with its obligations set forth in the first paragraph aboveSection 3.6, the Compliance Costs cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur Compliance Costs out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action Action, Seller shall promptly provide Notice to Buyer of and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated Compliance Costsout-of-pocket expenses. Buyer will have sixty ninety (6090) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1a) agree to reimburse Seller for all or some portion of the Compliance Costs costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to a Notice given by Seller under this Section 3.12 within sixty (60) days after Xxxxxseek CPUC approval before Xxxxx agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s receipt of sameobligation to take such Compliance Actions, Buyer shall be deemed to have waived its rights to require may seek CPUC approval, during which time period Seller is not obligated to take the any Compliance Actions that are the subject of described in the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Term. If Xxxxx agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. If a change in Laws occurring of law occurs after the Effective Date has increased Sellerthat affects the Product’s known eligibility to qualify for or reasonably expected costs maintain Resource Adequacy, then Seller shall use commercially reasonable efforts to comply with Seller’s obligations under this Agreement with respect such change of law as necessary to obtainingmaintain the Product eligibility described above, maintainingsubject to the following sentence. Notwithstanding anything to the contrary, conveying or effectuating Buyer’s use of (as applicable) any Product (including any obligations set forth in Sections 4.3, 4.4, or 4.5), then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses (“Compliance Costs”) Seller shall be required to bear during the Delivery Term term of this Agreement to comply with all of such obligations shall be capped at $25,000 per MW of Guaranteed Storage Contract Capacity with respect to changes that impact the Product’s eligibility to qualify for or maintain Resource Adequacy (the “Compliance Expenditure Cap”). Seller’s internal administrative costs associated association with obtaining, maintaining, conveying or effectuating effectuating, Buyer’s use of (as applicable) any Product are excluded from the Compliance Expenditure Cap. Any actions required for Seller to comply with its obligations set forth in the first paragraph aboveimmediately preceding paragraph, the Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action Seller shall provide Notice to Buyer of such anticipated Compliance Costs. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the Compliance Costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Term. If Xxxxx agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller.. If Buyer does not pay the Compliance Costs in excess of the Compliance Expenditure Cap, or if it is not possible for Seller to achieve compliance with a change in law through the payment or incurrence of costs, then in each case (i) Seller shall be excused from the corresponding Compliance Actions under this Agreement, (ii) Buyer shall continue to pay Seller under this Agreement without any reduction in revenues that otherwise would result from the change in law, and (iii) with respect to Resource Adequacy, the Guaranteed RA Amount shall be adjusted downward to reflect the effect of the change in law. OBLIGATIONS AND DELIVERIES

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Effective Date has increased Seller’s known or cost above the cost that could reasonably expected costs have been contemplated as of the Effective Date to take all actions to comply with Seller’s obligations under this the Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product (including any obligations set forth ), the items listed in Sections 4.33.10 (a), 4.4, or 4.5(b) and (c), then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses (“Compliance Costs”) Seller shall be required to bear during the Delivery Term to comply with all of such obligations shall be capped at twenty thousand dollars ($20,000.00) per MW of Guaranteed Capacity (“Compliance Expenditure Cap”). Seller’s internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product are excluded from the Compliance Expenditure Cap): CEC Certification and Verification; Green Attributes; and Capacity Attributes. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the Compliance Costs cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur Compliance Costs out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action Seller shall provide Notice to Buyer of such anticipated Compliance Costsout-of-pocket expenses. Buyer will have sixty (60) days Days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the Compliance Costs costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Term. If Xxxxx agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. If a change Notwithstanding anything to the contrary in Laws occurring after the Effective Date has increased Seller’s known or reasonably expected costs to comply with Seller’s obligations under this Agreement with respect to obtainingAgreement, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product (including any obligations set forth in Sections 4.3, 4.4, or 4.5), then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses (“Compliance Costs”) Costs that Seller shall be required to bear incur during the Delivery Contract Term to comply with all of any such obligations Change in Law shall be capped at forty thousand dollars ($40,000) per MW of Guaranteed Capacity with respect to any Change in Law (“Compliance Expenditure Cap”). Seller’s internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product are excluded from the Any Compliance Expenditure Cap. Any Cost actions required for Seller to comply with its obligations set forth in the first paragraph aboveSection 3.7(a), the Compliance Costs cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action Seller shall provide Notice to Buyer of such anticipated Compliance Costs. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the Compliance Costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Term. If Xxxxx agrees to reimburse pay Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx Buyer shall reimburse pay Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller. If Buyer does not agree to pay the Compliance Costs in excess of the Compliance Expenditure Cap, or if it is not possible for Seller to achieve compliance with a Change in Law through the payment or incurrence of Compliance Costs, then in each case: (i) Seller shall be excused from the corresponding Compliance Actions under this Agreement, (ii) Buyer shall continue to pay Seller under this Agreement without any reduction in revenues that otherwise would result from the Change in Law, and (iii) Seller shall be excused from any obligations, including any RA Shortfall- related obligations, to the extent resulting from the Change in Law; provided, for clarification purposes, (1) Seller shall not be excused from any such obligations that Seller can still perform despite such Change in Law (e.g., if CAISO were to modify the Resource Adequacy Requirements such that a 300 MW installed capacity 4-hour duration storage facility were to qualify for only 200 MW of Resource Adequacy Benefits, Seller would still be obligated to provide to Buyer the Contract Capacity, but would not be assessed 100 MW of RA Shortfall), and (2) Seller shall not be excused from any such obligations to the extent this Agreement is “grandfathered in” with respect to such Change in Law, or the Governmental Authority otherwise reverses its decision with respect to the Facility, such that the Change in Law does not apply to this Agreement or the Facility, as applicable.

Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Effective Execution Date has increased Seller’s known or cost above the cost that could reasonably expected costs have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under this the Agreement with respect to obtainingobtaining and maintaining CEC Pre-Certification, maintaining, conveying CEC Certification or effectuating Buyer’s use of (as applicable) any Product (including any obligations set forth in Sections 4.3, 4.4, or 4.5)CEC Verification, then the Parties agree that the maximum aggregate amount of Seller’s required out-of-pocket costs and expenses are limited to Twenty-Five Thousand dollars (“Compliance Costs”$25,000.00) Seller shall be required to bear during in the Delivery aggregate each year of the Term to comply with all of such obligations shall be capped at of Guaranteed Capacity (“Compliance Expenditure Cap”). Seller’s internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer’s use ) between the Execution Date and the last day of (as applicable) any Product are excluded from the Compliance Expenditure CapTerm. Any actions required for Seller to comply with its obligations set forth in the first paragraph aboveSection 4.6, the Compliance Costs cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur Compliance Costs out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action Action, Seller shall promptly provide Notice to Buyer of and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated Compliance Costsout-of-pocket expenses. Buyer will have sixty ninety (6090) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1a) agree to reimburse Seller for all or some portion of the Compliance Costs costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx Buyer has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Buyer agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice. If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Term. If Xxxxx agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. If Seller establishes to Buyer's reasonable satisfaction that a change in Laws occurring after the Effective Date has increased Seller’s known or reasonably expected costs 's cost to comply with Seller’s 's obligations under this Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer’s 's use of Green Attributes and Capacity Attributes (as applicable) any Product (including any obligations set forth in Sections 4.3, 4.4, or 4.5), then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses (“Compliance Costs”) Seller shall be required to bear (a) during the Delivery Term to comply with all of such obligations shall be capped at twenty-five thousand dollars ($25,000) per MW of Guaranteed Capacity and (“Compliance Expenditure Cap”). Seller’s internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product are excluded from the Compliance Expenditure Cap. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the Compliance Costs cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur Compliance Costs out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action Seller shall provide Notice to Buyer of such anticipated Compliance Costsout-of-pocket expenses. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the Compliance Costs costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s 's obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.12 3.13 within sixty (60) days after Xxxxx’s 's receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Term. If Xxxxx agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx shall reimburse Seller for Seller’s 's actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller.

Compliance Expenditure Cap. If a change in Laws occurring after the Effective Date has increased Seller’s known or reasonably expected costs to comply with Seller’s obligations under this Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product (including any obligations set forth in Sections 4.3, 4.4, or 4.5)Product, then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses (“Compliance Costs”) Seller shall be required to bear during the Delivery Term to comply with all of such obligations shall be capped at twenty thousand dollars ($20,000.00) per MW of Guaranteed Contract Capacity (“Compliance Expenditure Cap”). Seller’s internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product are excluded from the Compliance Expenditure Cap. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action Seller shall provide Notice to Buyer of such anticipated Compliance Costs. Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the Compliance Costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Term. If Xxxxx agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Xxxxx receives an invoice and documentation of such costs from Seller.,

Compliance Expenditure Cap. If a change in Laws occurring after the Effective Date has increased Seller’s known or reasonably expected costs to comply with Seller’s obligations under this Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product (including any obligations set forth in Sections 4.3, 4.4, or 4.5), then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses (“Compliance Costs”) Seller shall be required to bear during the Delivery Term to comply with all of such obligations shall be capped at of Guaranteed Capacity (“Compliance Expenditure Cap”). Seller’s internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product are excluded from the Compliance Expenditure Cap. Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur Compliance Costs out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action Action, Seller shall provide Notice to Buyer of such anticipated Compliance Costsout-of-pocket expenses. Buyer will have sixty (60) days Days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the Compliance Costs costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costscosts (including lost production, if any), the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Xxxxx has not agreed to reimburse Seller. If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Xxxxx’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligation to take, and no liability for any failure to take, these Compliance Actions for the remainder of the Term. If Xxxxx agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Xxxxx Buyer shall reimburse pay Seller for Seller’s actual costs in advance to effect the Compliance Actions. Under no circumstances shall Seller be obligated to expend more than the Accepted Compliance Costs. When the Compliance Actions are completed, not to exceed if the Seller’s actual costs are less than the Accepted Compliance Costs, within sixty (60) days Seller shall refund the excess to Buyer. Any change in the value of any attributes provided by Seller to Buyer resulting from any change in Law shall not affect the time that Xxxxx receives an invoice and documentation of such costs from SellerContract Price or Buyer’s obligation to pay Seller for any attributes delivered.