ProGas Termination Payment definition

ProGas Termination Payment means the amount to be paid by ProGas to NEA, to the extent required pursuant to Section 3.2(b), in consideration for the termination of the Contract on the Termination Date, the spreadsheet showing the final calculations of which shall be attached hereto on the Closing Date as Appendix C. "ProGas Payment Cap" has the meaning set forth in Section 3.2(b). "Published Values" means for any month the price for natural gas published by NYMEX in respect of that month on its website (xxx.xxxxx.xxx/xxx/xxxxxxx/xx_xxx_xxx.xxx) in the table titled "Session Expanded Table" under the column "Most Recent Settle" on the day in which the value is sought, or if such website, table or column, as the case may be is discontinued or no longer available, the correlative information available on such website or on or through any successor or substantially equivalent information repository agreed to by the Parties. "Replacement Resale Arrangement" means the resale arrangement or arrangements entered into or to be entered into by ProGas to resell gas volumes that would otherwise have been sold or made available to NEA under the Contract. "Required Ballots" has the meaning set forth in Section 2.3(b). "Swap Spread-Derived Price" has the meaning set forth in Section 3.4(a)(ii). "Swap Spread-Derived Price Calculation" has the meaning set forth in Section 3.4(a)(ii). "TCPL" means TransCanada PipeLines Limited, a Canada corporation and its successors and assigns. "TCPL Consent" means the final and irrevocable consent of TCPL to the termination of the Contract required under the Assignment Agreement and obtained by ProGas pursuant to the terms hereof on terms and conditions reasonably acceptable to each of ProGas and NEA. "Visible Market" means for any NYMEX Xxxxx Hub Gas Price during any month, the Published Values or the Broker Quotes meeting the criteria set forth in Section 3.4(a)(ii). 1.2
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Examples of ProGas Termination Payment in a sentence

  • If the Parties' good faith negotiations do not result in a mutually acceptable ProGas Termination Payment, within two (2) Business Days, then this Agreement shall terminate unless the parties mutually agree to extend period for good faith negotiations.

  • Notwithstanding the Parties' agreement to negotiate in good faith, ProGas shall not be obligated to make any ProGas Termination Payment exceeding the ProGas Payment Cap unless ProGas agrees to make such a payment in its sole discretion.

  • If ProGas declines to exercise its election under Section 3.2(b)(1) and NEA declines to accept its election under Section 3.2(b)(2), the Parties shall enter good-faith negotiations, for a period not to exceed two (2) Business Days from the date ProGas declines to exercise its waiver provided for in Section 3.2(b)2, during which time the Parties shall seek to arrive at a mutually acceptable ProGas Termination Payment.

Related to ProGas Termination Payment

  • Termination Payment means the payment amount equal to the sum of (a) and (b), where (a) is the Settlement Amount and (b) is the sum of all amounts owed by the Defaulting Party to the Non-Defaulting Party under this Agreement, less any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date.

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Early Termination Payment is defined in Section 4.3(b) of this Agreement.

  • Termination Payments means any payment or distribution of Compensation or benefits made pursuant to Section 4.1(a)-(c) of this Agreement.

  • Termination Payment Date means the earlier of the first Distribution Date following the liquidation or sale of the Receivables as a result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination Date.

  • Swap Termination Payments shall have the meaning set forth in each Swap Agreement.

  • Estimated Swap Termination Payment means, with respect to an Early Termination Date, an amount determined by Party A in good faith and in a commercially reasonable manner as the maximum payment that could be owed by Party B to Party A in respect of such Early Termination Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account then current market conditions.

  • Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Termination Benefit means the benefit set forth in Article 7.

  • Defaulted Swap Termination Payment Any Swap Termination Payment required to be paid by the Trust to the Swap Provider pursuant to the Interest Rate Swap Agreement as a result of an Event of Default (as defined in the Interest Rate Swap Agreement) with respect to which the Swap Provider is the defaulting party or a Termination Event (as defined in the Interest Rate Swap Agreement) (other than Illegality or a Tax Event that is not a Tax Event Upon Merger (each as defined in the Interest Rate Swap Agreement )) with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement).

  • Termination Fee Event has the meaning ascribed thereto in Section 8.2(2).

  • Compensation Accrued at Termination means the following:

  • Termination Benefits means the benefits described in Section 4.1(b).

  • CIC Qualifying Termination means a Separation (A) within twelve (12) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a legally binding and definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control (which for the avoidance of doubt, would include, for example, a merger agreement, but not a term sheet for a merger agreement). In the case of a termination following a Potential Change in Control and before a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Change in Control is consummated.

  • Swap Termination Event means any event defined as a “Termination Event” in the Interest Rate Swap Agreement.

  • Termination Amount has the meaning set forth in Section 7.02(a).

  • Early Termination Effective Date is defined in Section 4.2 of this Agreement.

  • Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

  • Early Termination Event has the meaning specified in Section 9.2.

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Reverse Termination Fee has the meaning set forth in Section 7.02(b).

  • Early Termination Fee has the meaning set forth in Section 2.09(b).

  • Post-Termination Period means a period of 12 months (subject to extension as set forth in Section 8(f)) following the effective date of the termination of Executive’s employment.

  • Early Termination Date means the date determined in accordance with Section 6(a) or 6(b)(iv).