Closing Date and Termination Payment Calculation Date Clause Samples

Closing Date and Termination Payment Calculation Date. (a) Within one (1) Business Day of the last of the following events to occur or be waived by the Party entitled to the benefit of such condition precedent: (i) NEA's determining, in its sole discretion, that the conditions precedent to the PPA Restructuring have been met, (ii) NEA's obtaining the Corporate Approvals, (iii) receipt by ProGas of the Producer Approval, and (iv) receipt of an executed copy of the TCPL Consent, NEA shall deliver to ProGas a written notice (the "Closing Notice") in accordance with Section 5 stating that the foregoing conditions precedent (those listed in clauses (i) through (v)) have been satisfied (or been waived by the Party entitled to the benefit of such condition precedent). The calculation of the NYMEX Final Price and the calculation of the Termination Payment by ProGas in accordance with Section 3.2 shall occur on the Business Day after NEA delivers the Closing Notice (the "Termination Payment Calculation Date"). The date upon which: (i) the conditions precedent set forth in Sections 2.5 and 2.6 have been satisfied, and, (ii) a final Termination Payment has been determined in accordance with Sections 3.2 and 3.4 and has been agreed to by ProGas and NEA or as otherwise determined in accordance with Section 3.2(a) or (b), shall be the closing date (or as otherwise mutually agreed to by the Parties) (the "Closing Date"). On the Termination Date, the Termination Payment shall be paid in accordance with Section 3.5 and the Parties shall execute and deliver the Release certificate as contemplated in Section 2.1. (b) The Parties acknowledge and agree that the Closing Date will occur prior to the Termination Date and that nothing in this Agreement shall modify, relieve or excuse ProGas' or NEA's respective obligations to deliver, receive and pay for, the full Daily Contract Quantity of 12,507 MMBtus/day under the Contract through 9:59 a.m. (Eastern time) on the day following the Termination Date.