Common use of Replacement Contract Clause in Contracts

Replacement Contract. If this Agreement is terminated due to a Buyer Event of Default, the Seller shall use its best efforts to secure a contract or series of contracts (each a “Replacement Contract”) with other third parties with a view to substituting a buyer or buyers for all or a portion of the remaining term of this Agreement for the Minimum Quantity of the Product the Buyer is obligated to purchase on terms as comparable as possible to this Agreement. If the Seller is able to enter into such Replacement Contract(s), the Buyer shall pay to the Seller the sum of (i) the positive difference, if any, of the remaining gross receipts from the Capacity Fees in this Agreement less the comparable gross receipts from the Capacity Fees in the Replacement Contract(s), and (ii) the positive difference, if any, of the remaining total of the Minimum Quantity of the Product stated in this Agreement less the total of the Minimum Quantity of the Product stated in the Replacement Contract(s), multiplied by the highest Energy Fee over the twelve (12) months immediately preceding the Early Termination Date (the “Replacement Contract Payment”); provided, however, if the Seller is unable to enter into any Replacement Contract before the Early Termination Date, the Buyer shall pay to the Seller an amount equal to the total Contract Price for the remaining term of this Agreement calculated using the highest Capacity Fee and highest Energy Fee paid by the Buyer over the twelve (12) months immediately preceding the Early Termination Date . The relevant period for the purposes of the calculation in this Section 3.3 shall be from the date the Event of Default occurred to the Agreement Termination Date.