Declaration of an Early Termination Date and Calculation of Settlement Amounts. Reverse the placement of “(i)” and “to” and at the end of the section, add: “The Non-Defaulting Party may determine its Gains and Losses by reference to information either available to it internally or to the Non- Defaulting Party’s affiliates or supplied by one or more third parties including, quotations of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include, without limitation, dealers in the relevant markets, end users of the relevant product, information vendors and other sources of market information.”
Declaration of an Early Termination Date and Calculation of Settlement Amounts. Reverse the placement of “(i)” and “to” in the third line and at the end of the Section, add: “The Non-Defaulting Party may determine its Gains and Losses by reference to information either available to it internally or to the Non- Defaulting Party’s affiliates or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include, without limitation, dealers in the relevant markets, end users of the relevant product, information vendors and other sources of market information.”
Declaration of an Early Termination Date and Calculation of Settlement Amounts. Notwithstanding anything to the contrary in this Confirmation, the Parties shall determine the Settlement Amount for this Transaction in accordance with Section 5.2 of the Master Agreement using the defined terms contained in this Confirmation as applicable. Furthermore, with respect to this Transaction only, the following language is to be added at the end of Section 5.2 of the Master Agreement: “If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur penalties, fines or costs from the CPUC, the CAISO, or any other Governmental Body having jurisdiction, because Buyer is not able to include the Contract Quantity in any applicable Compliance Showings due to Seller’s Event of Default and Buyer has not purchased Replacement Capacity, then Buyer may, in good faith, estimate the amount of those penalties or fines on a $/kW-month basis, provided these do not duplicate Losses for that portion of the Contract Quantity not so replaced, subtracting the Contract Price (in $/kW-month) and include this estimate in its determination of the Settlement Amount, subject to accounting to Seller when those penalties or fines are finally ascertained. The rights and obligations with respect to determining and paying any Settlement Amount or Termination Payment, and any dispute resolution provisions with respect thereto, shall survive the termination of this Transaction and shall continue until after those penalties or fines are finally ascertained.” BUYER SELLER [INSERT COMPANY NAME] [INSERT COMPANY NAME] By: ________________________________ By:_______________________________ Name:______________________________ Name:_____________________________ Title:________________________________ Title:______________________________ Date:_______________________________ Date:______________________________ APPENDIX A (RA CONFIRMATION) Unit Information Name Location CAISO Resource ID Unit SCID Unit NQC Prorated Percentage of Unit Factor Unit Contract Quantity Resource Type Resource Top Down Category (1, 2, 3 or 4) Point of interconnection with the CAISO Controlled Grid ("Substation") Path 26 (North or South) Local Capacity Area (if any, as Of Confirmation Effective Date) Deliverability restrictions, if any, as described in most recent CAISO deliverability assessment Run Hour Restrictions APPENDIX B (RA CONFIRMATION) FORM OF LETTER OF CREDIT Issuing Bank Letterhead and Address STANDBY LETTER OF CREDIT NO. XXXXXXXX Date: [insert issue date] Beneficiary: [Insert name and addres...
Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right: (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, Transactions (each referred to as a “Terminated Transaction”) between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non-Defaulting Party shall be entitled to a payment upon termination of this Agreement as the result of an Event of Default (the “Termination Payment”) which shall be the aggregate of the Market Value and Termination Costs calculated in accordance with Section 5.3 which shall be paid (net of any payments withheld by the Non-Defaulting Party pursuant to Section 5.2(ii) above) together with interest thereon, no later than one hundred eighty (180) days after receipt of written notice of an Early Termination Date. The Termination Payment shall accrue interest at the Interest Rate during the period between receipt of written notice of an Early Termination Date and payment of the Termination Payment. Prior to issuance of such notice of termination to the Defaulting Party, the Non-Defaulting Party may exercise any remedies available to it at law or otherwise, including, but not limited to, the right to seek injunctive relief to prevent irreparable injury to the Non-Defaulting Party. Notwithstanding the other provisions of this Agreement, if the Non-Defaulting Party has the right to liquidate or terminate all obligations arising under this Agreement under the provisions of this Article 5 because the Defaulting Party is Bankrupt, then this Agreement and the Transaction shall automatically terminate, without notice, as if the Early Termination Date was the day immediately preceding the events listed in Section 5.1.
Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate this Agreement (referred to as a “Terminated Transaction”) between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for such Terminated Transaction as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transaction are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under Applicable Law on the Early Termination Date, as soon thereafter as is reasonably practicable).
Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (“Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) calendar days after such notice is effective as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to exercise any combination or all of the remedies provided in Section 9.6. The Non-Defaulting Party shall calculate, in a Commercially Reasonable manner, a Settlement Amount for this Agreement as of the Early Termination Date. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect, or business interruption damages.
Declaration of an Early Termination Date and Calculation of Settlement Amounts. The Parties shall determine the Settlement Amount for this Transaction in accordance with Section 5.2 of the Master Agreement, provided that, with respect to this Transaction only, the following language is added at the end of Section 5.2 of the Master Agreement, with any terms which are defined in this Confirmation being used in the Master Agreement with the definitions given to such terms in this Confirmation: “If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur penalties, fines or costs from the CPUC, the CAISO, or any Governmental Authority having jurisdiction, because Buyer is not able to include the applicable Contract Quantity in any applicable Compliance Showing due to Seller’s Event of Default, then Buyer may, in good faith, estimate the amount of those penalties or fines and include this estimate in its determination of the Settlement Amount, subject to accounting to Seller when those penalties or fines are finally ascertained. If this accounting establishes that Xxxxx’s estimate exceeds the actual amount of penalties or fines, Buyer shall promptly remit to Seller the excess amount. The rights and obligations with respect to determining and paying any Settlement Amount or Termination Payment, and any dispute resolution provisions with respect thereto, shall survive the termination of this Transaction and shall continue until after those penalties or fines are finally ascertained.”
Declaration of an Early Termination Date and Calculation of Settlement Amounts. (a) If an Event of Default during the initial five (5) year term with respect to Seller (the “Defaulting Party”) shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and terminate this Agreement (“Early Termination”), (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non-Defaulting Party shall calculate the “Settlement Amount” owed the Non-Defaulting Party as of the Early Termination Date, where: Settlement Amount = [$***] x [the *** Commitment Level during a year] The Settlement Amount shall only be due and owing to the Non-Defaulting Party if the result of the Settlement Amount calculation is positive.
Declaration of an Early Termination Date and Calculation of Settlement Amounts. The Parties shall determine the Settlement Amount for this Transaction in accordance with Section 5.2 of the Master Agreement using the defined terms contained in this Confirmation and with respect to this Transaction only, the following language is to be added at the end of Section 5.2 of the Master Agreement: “If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur or be liable for any penalties, fines or costs from the CPUC, CAISO, or any Governmental Body having jurisdiction, because Buyer or a purchaser of Resold Product is not able to include the applicable Contract Quantity in any applicable Compliance Showing due to Seller’s Event of Default, then Buyer may, in good faith, estimate the amount of those penalties, fines or costs and include this estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Buyer’s estimate exceeds the actual amount of penalties, fines or costs, Buyer shall promptly remit to Seller the excess amount. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.” ACKNOWLEDGED AND AGREED TO AS OF THE EXECUTION DATE. [COUNTEPARTY NAME] (“PARTY A”) Pacific Gas and Electric Company, a California corporation, limited for all purposes hereunder to its Electric Procurement and Electric Fuels Functions (“PARTY B”) By: By: Name: Name: Title: Title: Date: Date:
Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate this Agreement between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount in respect of the terminated Agreement as of the Early Termination Date. The Gains and Losses for the terminated Agreement shall be determined by calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of the terminated Agreement. The Non-Defaulting Party (or its agent) may determine its Gains and Losses by reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information.
