Common use of Termination by Seller On or After Commercial Operation Date Clause in Contracts

Termination by Seller On or After Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer occurring on or after the Commercial Operation Date, the Termination Payment due to Seller shall be equal to the amount, if positive, calculated according to the following formula: (x) the present value, discounted at a rate equal to the prime rate specified in the “Money & Investing” section of The Wall Street Journal determined as of the date of the notice of default, plus 300 basis points, for each month remaining in the Services Term, of (i) the amount, if, any, by which the applicable Price that would have been paid pursuant to Exhibit D of this Agreement, exceeds the forward market price of Energy and Renewable Energy Credits as determined by the average of the quotes of at least two nationally recognized energy consulting firms or brokers chosen by Seller, for Replacement Energy and Replacement RECs, multiplied by (ii) Buyer’s Percentage Entitlement of the projected Scheduled Energy as determined by a recognized third party expert selected by Seller using a probability of exceedance basis of fifty percent (50%) and assuming no more than the Minimum Required Deliveries are Delivered; plus, (y) any costs incurred by Seller as a result of the Event of Default and termination of the Agreement. All such amounts shall be determined by Seller in good faith and in a commercially reasonable manner, and Seller shall provide Buyer with a reasonably detailed calculation of the Termination Payment due under this Section 9.3(b)(iv).

Termination by Seller On or After Commercial Operation Date. If Seller terminates this Agreement [on or after the Commercial Operation Date] because of an Event of Default by Buyer occurring on or after the Commercial Operation DateBuyer, the Termination Payment due to Seller shall be equal to the amount, if positive, calculated according to the following formula: (x) the present value, discounted at a rate equal to the prime rate specified in the “Money & Investing” section of The Wall Street Journal determined as of the date of the notice of default, plus 300 basis points, for each month remaining in the Services Term, of (i) the amount, if, any, by which the applicable Price that would have been paid pursuant to Exhibit D of this Agreement, exceeds the forward market price of Energy and Renewable Energy Credits Environmental Attributes as determined by the average of the quotes of at least two nationally recognized energy consulting firms or brokers chosen by Seller, for Replacement Energy and Replacement RECsEnvironmental Attributes, multiplied by (ii) Buyer’s Percentage Entitlement the amount of the projected Scheduled Guaranteed Qualified Clean Energy as determined by a recognized third party expert selected by Seller using a probability of exceedance basis of fifty percent (50%) and assuming no more than the Minimum Required Deliveries are Deliveredprovided in Exhibit B; plus, (y) any costs and losses incurred by Seller as a result of the Event of Default and termination of the Agreement. All such amounts shall be determined by Seller in good faith and in a commercially reasonable manner, and Seller shall provide Buyer with a reasonably detailed calculation of the Termination Payment due under this Section 9.3(b)(iv9.3(b)(ii).

Termination by Seller On or After Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer occurring on or after the Commercial Operation Date, the Termination Payment due to Seller shall be equal to the amount, if positive, calculated according to the following formula: (x) the present value, discounted at a rate equal to the prime rate specified in the “Money & Investing” section of The Wall Street Journal determined as of the date of the notice of default, plus 300 basis points, for each month remaining in the Services Term, of (i) the amount, if, any, by which the applicable Price that would have been paid pursuant to Exhibit D of this Agreement, exceeds the forward market price of Energy and Renewable Energy Credits RECs as determined by the average of the quotes of at least two nationally recognized energy consulting firms or brokers chosen by Seller, for Replacement Energy and Replacement RECs, multiplied by (ii) Buyer’s Percentage Entitlement to the projected Energy output of the projected Scheduled Energy Facility as determined by a recognized third party expert selected by Seller using a probability of exceedance basis of fifty percent (50%) and assuming no more than the Minimum Required Deliveries are Delivered; plus, (y) any costs and losses incurred by Seller as a result of the Event of Default and termination of the Agreement. All such amounts shall be determined by Seller in good faith and in a commercially reasonable manner, and Seller shall provide Buyer with a reasonably detailed calculation of the Termination Payment due under this Section 9.3(b)(iv).

Termination by Seller On or After Commercial Operation Date. If Seller terminates this Agreement because of an Event of uncured Payment Default or Bankruptcy Default by Buyer occurring on or after the Commercial Operation Date, the Termination Payment due to Seller shall be equal to the amount, if positive, calculated according to the following formula: (x) the present value, discounted at a rate equal to the prime rate specified in the “Money & Investing” section of The Wall Street Journal determined as of the date of the notice of defaultthe Payment Default or the date of Bankruptcy Default, as the case may be, plus 300 basis points, for each month remaining in the Services Term, of (i) the amount, if, any, by which the applicable Price that would have been paid pursuant to Exhibit D of this Agreement, exceeds the forward market price of Energy and Renewable Energy Credits Certificates as determined by Seller based on the average of the quotes of at least two nationally recognized energy consulting firms or brokers chosen by Seller, for Replacement Energy and Replacement RECs, multiplied by (ii) Buyer’s Percentage Entitlement of the projected Scheduled Energy output of the Facility as determined by a recognized third party expert selected by Seller using a probability of exceedance basis of fifty percent (50%) and assuming no more than the Minimum Required Deliveries are Delivered; plus, (y) any costs and losses incurred by Seller as a result of the Event of such uncured Payment Default or Bankruptcy Default and termination of the Agreement. All such amounts shall be determined by Seller in good faith and in a commercially reasonable manner, and Seller shall provide Buyer with a reasonably detailed calculation of the Termination Payment due under this Section 9.3(b)(iv).

Termination by Seller On or After Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer occurring on or after the Commercial Operation Date, the Termination Payment due to Seller shall be equal to the amount, if positive, calculated according to the following formula: (x) the present value, discounted at a rate equal to the prime primeten (10) year U.S. Treasury note rate specified in the “Money & Investing” section of The Wall Street Journal determined as of the date of the notice of default, plus 300 300200 basis points, for each month remaining in inof the Services ServicesRemaining Term, of (i) the amount, if, any, by which the applicable Price that would have been paid pursuant to Exhibit D of this Agreement, exceeds the forward market price of Energy and Renewable Energy Credits as determined by the average of the quotes of at least two nationally recognized energy consulting firms or brokers chosen by Seller, for Replacement Energy and Replacement RECs, multiplied by (ii) Buyer’s Percentage Entitlement to the projected Energy output of the projected Scheduled Energy Facility as determined by a recognized third party expert selected by Seller using a probability of exceedance basis of fifty percent (50%) and assuming no more than the Minimum Required Deliveries are Delivered; plus, (y) any other transaction and other out-of-pocket costs and losses incurred by Seller as a result of ofthat Seller would not have incurred but for the Event of Default and termination of the Agreement. All such amounts shall be determined by Seller in good faith and in a commercially reasonable manner, and Seller shall provide Buyer with a reasonably detailed calculation of the Termination Payment due under this Section 9.3(b)(iv).