REGULATORY EVENT. If a Regulatory Event occurs, the Parties shall use their best efforts to reform this ESA to give effect to the original intent of the Parties. If a Regulatory Event affects Competitive Supplier and Competitive Supplier incurs excess costs as a result thereof, such amount shall be allocated to and collected from Participating Consumers on a per kWh basis through applicable monthly invoice(s).
REGULATORY EVENT. If, after the Effective Date, a Regulatory Event occurs or any New Taxes are imposed, and such event or taxes have a direct, material and adverse effect on the economic benefits to a Party of this Agreement, the affected Party shall send written notice to the other Party, setting forth the Regulatory Event or New Taxes and reasonably demonstrating the effect of the same on the affected Party. Upon delivery of such notice, the Parties shall use reasonable efforts to negotiate an amendment to this Agreement to mitigate such effect. Alternatively, if as a direct result of such a Regulatory Event or New Tax, Competitive Supplier incurs additional, material costs, Competitive Supplier shall provide a written notice to the Town that documents: a) the effective date of the Regulatory Event or New Tax; b) a detailed explanation and reasonable demonstration of the material cost incurred as a result of the Regulatory Event or New Tax; c) the timing of the cost impact to be incurred by the Competitive Supplier; d) the proposed price increase per kWh to be passed on to Participating Consumers; e) a proposed plan for coordinating with the LDC for an increase in the price per kWh that is billed by the LDC, designed to reimburse the Competitive Supplier for such cost impact. If the Town and the Competitive supplier cannot agree on the amendment to this Agreement or reimbursement contemplated by this section, the matter shall be subject to dispute resolution in accordance with section 13.2.
REGULATORY EVENT. A change in a Governmental Rule by a Governmental Authority, including without limitation the Local Distributor’s tariffs, market rules, operating protocols and definitions, that have a material effect on the services and transactions contemplated by this ESA. A “change” as used herein includes without limitation any amendment, modification, nullification, suspension, repeal, finding of unconstitutionality or unlawfulness, or any change in construction or interpretation.
REGULATORY EVENT. A “Regulatory Event” means one or more of the following events:
REGULATORY EVENT. The occurrence of a Level Two Regulatory Event which (A) remains unvacated, undischarged, unbounded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry and (B) is reasonably likely to have a Material Adverse Effect; or
REGULATORY EVENT. In the event that any regulatory body directly or indirectly asserts jurisdiction over the Parties' obligations and, as a result, performance under the Agreement becomes commercially impracticable by either Party ("Regulatory Event"), then the Parties shall negotiate in good faith in order to amend the Agreement (and the Parties' obligations and rights thereunder) to cure the Regulatory Event. In the event that the Regulatory Event cannot be reasonably cured to the satisfaction of the affected Party, the Party so affected shall have the right to terminate the Agreement upon thirty (30) days written notice to the other Party. A regulatory agency disallowing, in whole or in party, the pass through costs resulting from this Agreement shall not constitute a Regulatory Event.
REGULATORY EVENT. For the purposes of this Agreement, “Regulatory Event” means a government action requiring compliance, a court order, ruling, law, statute, ordinance, regulation or policy having the effect of law promulgated after the effective date of any Transaction under this Agreement, whether on a local, state or federal level, including but not limited to market rate caps (whether temporary or permanent), regulatory market requirements or the imposition of New Taxes. Regulatory Event will not include a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Agreement. In the event a Regulatory Event occurs that renders a Party unable to continue to perform, either in whole or in part, under any Transaction, or a Regulatory Event has a material adverse economic impact under this Agreement on a Party (the “Affected Party”) as determined by the Affected Party and the Affected Party is unable, after using commercially reasonable efforts, to avoid the inability to perform or the material economic impact, the Affected Party or other Party (the “Non-Affected Party”), will be entitled to terminate and liquidate the Transactions affected by such Regulatory Event (the “Affected Transactions”) in accordance with Section 5, subject to the following conditions:
(a) In a timely manner following the occurrence of the Regulatory Event, the Affected Party must give the Non-Affected Party at least twenty (20) Business Days prior written notice of its intent to terminate and liquidate the Affected Transaction(s). The notice provided by the Affected Party will be the “Regulatory Event Notice to Terminate”. During the twenty (20) Business Day period following the Regulatory Event Notice to Terminate, the Parties will continue to perform their respective obligations under this Agreement and attempt to reach mutual agreement to resolve the material adverse economic impact on the Affected Party or the inability of the Affected Party to continue to perform.
(b) If a mutual agreement is not reached within the referenced twenty (20) Business Days notice period, the Affected Party will by written notice to the other Party specify an Early Termination Date (which must be a Business Day and which date will be no more than ten (10) Days after the date of such notice) and on such Early Termination Date will determine damages in accordance with Section 5 of this Agreement; provided however, that for purposes of determining the resulting amount(s) owed for t...
REGULATORY EVENT. If a Regulatory Event occurs, the Parties shall use their best efforts to reform this ESA to give effect to the original intent of the Parties. If a Regulatory Event affects Competitive Supplier and Competitive Supplier incurs excess costs as a result thereof, such amount shall be allocated to and collected from Participating Consumers on a per kWh basis through applicable monthly invoice(s). If the Parties are unable, within fifteen (15) days of entering into negotiations, to reform this Agreement, the adversely affected Party shall have the right, upon ten (10) days’ notice, to terminate this Agreement without liability and close out its obligations hereunder.
REGULATORY EVENT. A (i) credible allegation of fraud, misconduct, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against Client, or any of its principals, executive officers or directors, that in the good faith and commercially reasonable business judgment of Pershing could reasonably be expected to present a risk of material damage to the reputation of Pershing or (ii) official findings of breach of any Applicable Law by any such persons are made by a regulator, judicial or governmental entity including receipt of any Xxxxx notice (a "Regulatory Event"); or
REGULATORY EVENT. A state or federal regulator, agency or other Governmental Authority shall revoke any license, permit, certificate or qualification pertaining to the Facility or necessary for the continued operation of the Facility (including, without limitation, the Proton System), regardless of whether such license, permit, certificate or qualification was held by or originally issued for the benefit of Borrower, Facility Lessee, the Proton System, Proton System Supplier, Operator or any other Person, and a replacement license, permit, certificate or qualification providing the same rights, privileges and benefits as the one so revoked is not issued within 30 days following such revocation; or
