This Practice Note discusses the impact of changes in laws and regulations on offtake agreements and the rights, obligations, and remedies project developers and the offtakers have under these agreements if a change in law occurs. This Note also discusses how change in law is typically defined, exceptions to this definition, the concerns project lenders may have regarding the impact of these changes on the project, and the different mechanisms project participants can use to address, manage, and mitigate changes in law in offtake agreements, including material adverse change clauses, force majeure clauses, and renegotiation of pricing and other contract terms.

This Note focuses primarily on offtake agreements when entered into as part of a limited recourse project financing, but it may be relevant to offtake agreements generally.