Common use of Calculation of Termination Payment Clause in Contracts

Calculation of Termination Payment. Upon termination of this Agreement pursuant to Section 17.3 or Section 17.4, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, the Losses (or Gains) and Costs, incurred as a result of the termination of this Agreement, and as a result of the termination of the Provider as the standard offer provider. The Non-Defaulting Party shall set off (i) all such Gains, plus all other amounts due to the Defaulting Party under all transactions contemplated hereunder and the Provider's SOP Obligations, against (ii) all such Losses and Costs, plus all other amounts due from the Defaulting Party under the all transactions contemplated hereunder and the Provider's SOP Obligations, so that all such amounts shall be netted to a single liquidated amount (the "Termination Payment") payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. The Parties agree that in calculating its Gains, Losses and Costs, the T&D shall assume for purposes of such calculations that it will be required by the MPUC to provide replacement SOS for the remainder of the term for which Provider would have been obligated to provide SOS had this Agreement not been liquidated and terminated. The quantities to be used in calculating the termination payment shall be the actual historic usage over the comparable prior year period, as reasonably adjusted for known changes in the load, as the proxy for the expected usage over the remaining term of this Agreement.

Calculation of Termination Payment. Upon termination of this Agreement pursuant to Section 17.3 18.3 or Section 17.418.4, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, the Losses (or Gains) and Costs, incurred as a result of the termination of this Agreement, and as a result of the termination of the Provider as the standard offer provider. The Non-Defaulting Party shall set off (i) all such Gains, plus all other amounts due to the Defaulting Party under all transactions contemplated hereunder and the Provider's SOP Obligations, against (ii) all such Losses and Costs, plus all other amounts due from the Defaulting Party under the all transactions contemplated hereunder and the Provider's SOP Obligations, so that all such amounts shall be netted to a single liquidated amount (the "Termination Payment") payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. The Parties agree that in calculating its Gains, Losses and Costs, the T&D shall assume for purposes of such calculations that it will be required by the MPUC to provide replacement SOS for the remainder of the term for which Provider would have been obligated to provide SOS had this Agreement not been liquidated and terminated. The quantities to be used in calculating the termination payment shall be the actual historic usage over the comparable prior year period, as reasonably adjusted for known changes in the load, as the proxy for the expected usage over the remaining term of this Agreement.

Calculation of Termination Payment. Upon termination of this Agreement pursuant to Section 17.3 or Section 17.4, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, the Losses (or Gains) and Costs, incurred as a result of the termination of this Agreement, and as a result of the termination of the Provider as the standard offer TOU Service Offer provider. The Non-Defaulting Party shall set off (i) all such Gains, plus all other amounts due to the Defaulting Party under all transactions contemplated hereunder and the Provider's SOP TOUOP Obligations, against (ii) all such Losses and Costs, plus all other amounts due from the Defaulting Party under the all transactions contemplated hereunder and the Provider's SOP TOUOP Obligations, so that all such amounts shall be netted to a single liquidated amount (the "Termination Payment") payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. The Parties agree that in calculating its Gains, Losses and Costs, the T&D shall assume for purposes of such calculations that it will be required by the MPUC to provide replacement SOS TOUOS for the remainder of the term for which Provider would have been obligated to provide SOS TOUOS had this Agreement not been liquidated and terminated. The quantities to be used in calculating the termination payment shall be the actual historic usage over the comparable prior year period, as reasonably adjusted for known changes in the load, as the proxy for the expected usage over the remaining term of this Agreement.