Exit Fee Payment Sample Clauses
Exit Fee Payment. No later than 2:00 p.m. Mountain Prevailing Time on April 29, 2024, United Power shall pay Tri-State the amount calculated pursuant to the FERC-accepted and effective version of Rate Schedule No. 281 as of April 24, 2024 (“Exit Fee”).1 Such payment shall be made in immediately available funds to a nationally recognized escrow agent such as a state or federally chartered commercial bank with an office in the State of Colorado, with assets of at least $1 billion, selected by United Power that is acceptable to Tri-State (the “Escrow Agent”), such acceptance not to be unreasonably withheld, pursuant to an escrow agreement to be entered into by the Parties in a form mutually acceptable to Tri-State, United Power, and the Escrow Agent (“Escrow Agreement”) by no later than April 1, 2024. United Power shall provide to Tri-State the name of a nationally recognized escrow agent for approval by February 1, 2024. Tri-State will either approve in writing the escrow agent selected by United Power or provide the name of another escrow agent that is acceptable to Tri-State within 10 days after United Power provides the name of the escrow agent to Tri-State. United Power’s payment to Tri-State for the purchase of certain assets and facilities pursuant to any Purchase Agreements is not included in the Exit Fee and is covered by and addressed in the Purchase Agreements, if any is entered into. Except as provided under the FERC Order, no separate payment of money, nor reduction in the Exit Fee, will occur as part of the retirement by Tri-State, and forfeiture by United Power, of United Power’s patronage capital described in Section 2.1.3.
Exit Fee Payment. No later than 2:00 p.m. Mountain Prevailing Time on April 29, 2024, United Power shall pay Tri-State the amount calculated pursuant to the FERC-accepted and effective version of Rate Schedule No. 281 as of April 24, 2024 (“Exit Fee”). The Exit Fee is also known as the Final Payment Amount (as the term is defined in Rate Schedule No. 281). The payment of the Exit Fee shall be made in immediately available funds to a nationally recognized escrow agent such as a state or federally chartered commercial bank with an office in the State of Colorado, with assets of at least $1 billion, selected by United Power that is acceptable to Tri-State (the “Escrow Agent”), such acceptance not to be unreasonably withheld, pursuant to an escrow agreement to be entered into by the Parties in a form mutually acceptable to Tri-State, United Power, and the Escrow Agent (“Escrow Agreement”) by no later than April 15, 2024. United Power shall provide to Tri-State the name of a nationally recognized escrow agent for approval by February 2, 2024. Tri-State will either approve in writing the escrow agent selected by United Power or provide the name of another escrow agent that is acceptable to Tri-State within 10 days after United Power provides the name of the escrow agent to Tri-State. United Power’s payment to Tri-State for the purchase of certain assets and facilities pursuant to the Purchase Agreement is not included in the Exit Fee and must be paid for separately as covered by and addressed in the Purchase Agreement. In the event the FERC-accepted and effective version of Rate Schedule No. 281 as of April 24, 2024 is the version Tri-State filed on September 1, 2021, Sections 1.4, 3.1.1 and 3.1.2 are not applicable and any true-up of the Exit Fee will be in accordance with Section 3.2.
Exit Fee Payment. No later than 2:00 p.m. Mountain Prevailing Time on April 29, 2024, United Power shall pay into escrow the amount calculated pursuant to the FERC-accepted and effective version of Rate Schedule No. 281 as of April 24, 2024, which is $627,194,617.56 (“Exit Fee”). The Exit Fee will be trued-up after the Withdrawal Time as provided in Section 3.1.