Common use of Notice of Termination Payment Clause in Contracts

Notice of Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the Termination Payment. The Notice must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, together with appropriate supporting documentation. If the Termination Payment is owed to the Non-Defaulting Party, then the Defaulting Party shall pay such amount to the Non-Defaulting Party within five (5) Business Days after the Notice is provided. If the Termination Payment is owed to the Defaulting Party, then the Non-Defaulting Party shall pay such amount to the Defaulting Party within thirty (30) days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment. Any Disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation and arbitration as provided in Article Twenty-Seven. Limitation on Seller’s Ability to Make or Agree to Third Party Sales from the Project/Storage Units after Early Termination Date. If the Agreement is terminated by SCE prior to the Initial Delivery Date due to Seller’s Event of Default, neither Seller nor Seller's Affiliates may sell, market or deliver any Resource Adequacy Benefits associated with or attributable to a Storage Unit or the Project to a party other than SCE for a period of two (2) years following the Early Termination Date due to Seller’s Event of Default, unless prior to selling, marketing or delivering such Resource Adequacy Benefits, or entering into the agreement to sell, market or deliver such Resource Adequacy Benefits to a party other than SCE, Seller or Seller’s Affiliates provides SCE with a written offer to sell the Resource Adequacy Benefits which provides SCE the right to select in its sole discretion either the terms and conditions materially similar to the terms and conditions contained in this Agreement (including price) or the terms and conditions to which the third party agreed, and SCE fails to accept such offer within forty-five (45) days of SCE’s receipt thereof. Neither Seller nor Seller’s Affiliates may sell or transfer the Project, or any part thereof, or land rights or interests in the Site (including the Interconnection Queue Position) so long as the limitations contained in this Section 3.06 apply, unless the transferee agrees to be bound by the terms set forth in this Section 3.06 pursuant to a written agreement approved by SCE. Seller shall indemnify and hold SCE harmless from all benefits lost and other damages sustained by SCE as a result of any breach by Seller of its covenants contained within this Section 3.06.

Notice of Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the Termination Payment. The Notice must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, together with appropriate supporting documentation. If SCE is the Non-Defaulting Party and reasonably expects to incur penalties, fines or costs from the CAISO, the CPUC, or any other Governmental Authority, then SCE may estimate the amount of those penalties and fines and include them in the Termination Payment amount. If the Termination Payment is owed to the Non-Defaulting Party, then the Defaulting Party shall pay such amount to the Non-Defaulting Party within five (5) Business Days after the Notice is provided. If the Termination Payment is owed to the Defaulting Party, then the Forward Settlement Amount shall be zero dollars ($0) and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within thirty (30) days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment. Any Disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation and arbitration as provided in Article Twenty-Seven12 (Disputes). Limitation on Seller’s Ability to Make or Agree to Third Party Sales from the Project/Storage Units Project after Early Termination Date. If Seller terminates this Agreement as provided in Sections 2.07 or 8.03(a) or (b) (based on a Force Majeure as to which Seller is the Claiming Party), or if SCE terminates this Agreement is terminated by SCE prior to the Initial Delivery Date due to Seller’s Event of DefaultDefault prior to the Initial Delivery Date, neither Seller nor Seller's ’s Affiliates may sell, market or deliver any Product or Resource Adequacy Benefits associated with or attributable to a any Storage Unit or the Project to a party other than SCE for a period of two (2) years following the Early Termination Date due to Seller’s Event of DefaultDate, unless prior to selling, marketing or delivering such Resource Adequacy BenefitsProduct, or entering into the agreement to sell, market or deliver such Resource Adequacy Benefits Product to a party other than SCE, Seller or Seller’s Affiliates provides SCE with a written offer to sell the Resource Adequacy Benefits and Product to SCE which provides SCE the right to select in its sole discretion to purchase such Resource Adequacy Benefits and Product on either the terms and conditions materially similar to the terms and conditions contained in this Agreement (including price) or the terms and conditions to which the third party agreed, and SCE fails to accept such offer within forty-five (45) days of after SCE’s receipt thereof. Neither Seller nor Seller’s Affiliates may sell or transfer the Project, or any part thereof, or land rights or interests in the Site (including the Interconnection Queue Position) so long as the limitations contained in this Section 3.06 10.05 apply, unless the transferee agrees to be bound by the terms set forth in this Section 3.06 10.05 pursuant to a written agreement approved by SCE. Upon termination of this Agreement pursuant to the Sections referenced in the first paragraph of this Section 10.05, Seller shall indemnify and hold deliver a notice of SCE’s rights in respect of the Site, in a form reasonably acceptable to SCE, that SCE harmless from all benefits lost and other damages sustained by SCE as a result may record giving notice of any breach by Seller of its covenants contained within SCE’s rights under this Section 3.0610.05.

Notice of Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the Termination Payment. The Notice must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, together with appropriate supporting documentation. If the Termination Payment is owed to the Non-Defaulting Party, then the Defaulting Party shall pay such amount to the Non-Defaulting Party within five (5) Business Days after the Notice is provided. If the Termination Payment is owed to the Defaulting Party, then the Non-Defaulting Party shall pay such amount to the Defaulting Party within thirty (30) days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment. Any Disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation and arbitration as provided in Article Twenty-Seven. Limitation on Seller’s Ability to Make or Agree to Third Party Sales from the Project/Storage Units after Early Termination Date. If the Agreement is terminated by SCE prior to the Initial Delivery Date due to Seller’s Event of Default, neither Seller nor Seller's Affiliates may sell, market or deliver any Energy, Capacity, Resource Adequacy Benefits or Ancillary Services associated with or attributable to a Storage Unit or the Project to a party other than SCE for a period of two (2) years following the Early Termination Date due to Seller’s Event of Default, unless prior to selling, marketing or delivering such Resource ProductResource Adequacy Benefits, or entering into the agreement to sell, market or deliver such Resource ProductResource Adequacy Benefits to a party other than SCE, Seller or Seller’s Affiliates provides SCE with a written offer to sell the Energy, Capacity, Resource Adequacy Benefits Benefits, or Ancillary Services which provides SCE the right to select in its sole discretion either the terms and conditions materially similar to the terms and conditions contained in this Agreement (including price) or the terms and conditions to which the third party agreed, and SCE fails to accept such offer within forty-five (45) days of SCE’s receipt thereof. Neither Seller nor Seller’s Affiliates may sell or transfer the Project, or any part thereof, or land rights or interests in the Site (including the Interconnection Queue Position) so long as the limitations contained in this Section 3.06 apply, unless the transferee agrees to be bound by the terms set forth in this Section 3.06 pursuant to a written agreement approved by SCE. Seller shall indemnify and hold SCE harmless from all benefits lost and other damages sustained by SCE as a result of any breach by Seller of its covenants contained within this Section 3.06.

Notice of Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the Termination Payment. The Notice must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, together with appropriate supporting documentation. If SCE is the Non-Defaulting Party and reasonably expects to incur penalties, fines or costs from the CAISO, the CPUC, or any other Governmental Authority, then SCE may estimate the amount of those penalties and fines and include them in the Termination Payment amount. If the Termination Payment is owed to the Non-Defaulting Party, then the Defaulting Party shall pay such amount to the Non-Defaulting Party within five (5) Business Days after the Notice is provided. If the Termination Payment is owed to the Defaulting Party, then the Forward Settlement Amount shall be zero dollars ($0) and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within thirty (30) days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment. Any Disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation and arbitration as provided in Article Twenty-Seven12 (Disputes). Limitation on Seller’s Ability to Make or Agree to Third Party Sales from the Project/Storage Units after Early Termination Date. If Seller terminates this Agreement as provided in Sections 2.07 or 8.03(a) or (b) (based on a Force Majeure as to which Seller is the Claiming Party), or if SCE terminates this Agreement is terminated by SCE prior to the Initial Delivery Date due to Seller’s Event of DefaultDefault prior to the Initial Delivery Date, neither Seller nor Seller's ’s Affiliates may sell, market or deliver any Resource Adequacy Benefits associated with or attributable to a any Storage Unit or the Project to a party other than SCE for a period of two (2) years following the Early Termination Date due to Seller’s Event of DefaultDate, unless prior to selling, marketing or delivering such Resource Adequacy Benefits, or entering into the agreement to sell, market or deliver such Resource Adequacy Benefits to a party other than SCE, Seller or Seller’s Affiliates provides SCE with a written offer to sell the Resource Adequacy Benefits which provides SCE the right to select in its sole discretion to purchase such Resource Adequacy Benefits on either the terms and conditions materially similar to the terms and conditions contained in this Agreement (including price) or the terms and conditions to which the third party agreed, and SCE fails to accept such offer within forty-five (45) days of after SCE’s receipt thereof. Neither Seller nor Seller’s Affiliates may sell or transfer the Project, or any part thereof, or land rights or interests in the Site (including the Interconnection Queue Position) so long as the limitations contained in this Section 3.06 10.05 apply, unless the transferee agrees to be bound by the terms set forth in this Section 3.06 10.05 pursuant to a written agreement approved by SCE. Upon termination of this Agreement pursuant to the Sections referenced in the first paragraph of this Section 10.05, Seller shall indemnify and hold deliver a notice of SCE’s rights in respect of the Site, in a form reasonably acceptable to SCE, that SCE harmless from all benefits lost and other damages sustained by SCE as a result may record giving notice of any breach by Seller of its covenants contained within SCE’s rights under this Section 3.0610.05.