Common use of Calculation of Termination Payment Clause in Contracts

Calculation of Termination Payment. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. The Non-Defaulting Party shall use the market price for a comparable transaction to determine the Gains or Losses and such price should be determined by using the average closing market price for Renewable Energy Credits (as published in an index for a liquid traded market for Renewable Energy Credits which includes California) for the thirty (30) days preceding the date of the Notice declaring an Event of Default triggering the Early Termination Date; provided that if a liquid traded market for Renewable Energy Credits does not exist at the time of the calculation of a Settlement Amount, then the price of Renewable Energy Credits should be determined by using the average of market quotations provided by three (3) or more bona fide unaffiliated market participants. Where a quote is in the form of bid and ask prices, the price that is to be used in the averaging is the midpoint between the bid and ask price. The quotes obtained shall be: (a) for a like amount, (b) of the same Product, and (c) for the remaining Delivery Term, or in any other commercially reasonable manner. The Gains and Losses shall be calculated as the difference, plus or minus, between the economic value of the remaining Delivery Term of the Terminated Transaction and the equivalent quantities and relevant market price for the same term, as provided in this Section 5.3, or which are reasonably expected to be available in the market for a replacement contract for the Transaction. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages. The Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount.

Calculation of Termination Payment. In the event this Transaction becomes a Terminated Transaction pursuant to Section 5.2 of the EEI Agreement, then the Settlement Amount with respect to this Transaction shall not be calculated in accordance with the EEI Agreement, but instead shall be calculated as follows: The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount determine its Gains and Losses by determining the Market Quotation Average Price for the Terminated Transaction as of Transaction. In the Early Termination Date. The event the Non-Defaulting Party is not able, after commercially reasonable efforts, to obtain the Market Quotation Average Price with respect to the Terminated Transaction, then the Non-Defaulting Party shall use the market price for a comparable transaction to determine the calculate its Gains or and Losses and such price should be determined by using the average closing market price for Renewable Energy Credits (as published in an index for a liquid traded market for Renewable Energy Credits which includes California) for the thirty (30) days preceding Terminated Transaction in a commercially reasonable manner by calculating the date arithmetic mean of the Notice declaring an Event quotes of Default triggering the Early Termination Date; provided that if a liquid traded market for Renewable Energy Credits does not exist at the time of the calculation of a Settlement Amount, then the price of Renewable Energy Credits should be determined by using the average of market quotations provided by least three (3) Broker or more bona fide unaffiliated market participantsIndex Quotes based on the offers to sell or bids to buy, as applicable, obtained for transactions substantially similar to the Terminated Transaction. Where a Such Broker or Index Quotes must be obtained assuming that the Party obtaining the quote is in the form of bid and ask prices, the price that is to be used in the averaging is the midpoint between the bid and ask price. The quotes obtained shall be: (a) for a like amount, (b) of the same Product, and (c) will provide sufficient credit support for the remaining Delivery Termproposed transaction. In the event the Non-Defaulting Party is not able, or in any other after commercially reasonable manner. The Gains and Losses shall be calculated as the difference, plus efforts to obtain at least three (3) such Broker or minus, between the economic value of the remaining Delivery Term of Index Quotes with respect to the Terminated Transaction and Transaction, then the equivalent quantities and relevant market price for the same term, as provided in this Section 5.3, or which are reasonably expected to be available in the market for a replacement contract for the Transaction. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages. The Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner by reference to information supplied to it by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information; provided, however, that such third parties shall not have be Affiliates of either Party. Only in the event the Non- Defaulting Party is not able, after using commercially reasonable efforts, to enter into replacement transactions obtain such third party information, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner using relevant market data it has available to establish a Settlement Amountit internally.

Calculation of Termination Payment. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. The NonThird parties supplying information for purposes of the calculation of Gains or Losses may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information. If the Non- Defaulting Party shall use uses the market price for a comparable transaction to determine the Gains or Losses and Losses, such price should be determined by using the average closing market price for Renewable Energy Credits (as published in an index for a liquid traded market for Renewable Energy Credits which includes California) for the thirty (30) days preceding the date of the Notice declaring an Event of Default triggering the Early Termination Date; provided that if a liquid traded market for Renewable Energy Credits does not exist at the time of the calculation of a Settlement Amount, then the price of Renewable Energy Credits should be determined by using the average of market quotations provided by three (3) or more bona fide unaffiliated market participants. If the number of available quotes is three, then the average of the three quotes shall be deemed to be the market price. Where a quote is in the form of bid and ask prices, the price that is to be used in the averaging is the midpoint between the bid and ask price. The quotes obtained shall be: (a) for a like amount, (b) of the same Product, at the same Delivery Point, and (c) for the remaining Delivery Term, or in any other commercially reasonable manner. The Gains and Losses shall be calculated as the difference, plus or minus, between the economic value of the remaining Delivery Term of the Terminated Transaction and the equivalent quantities and relevant market price prices for the same termterm that either are quoted by a bona fide market participant, as provided in this Section 5.3above, or which are reasonably expected to be available in the market for a replacement contract for the Transaction. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages. The Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount. Each Party agrees and acknowledges that (a) the actual damages that the Non-Defaulting Party would incur in connection with a Terminated Transaction would be difficult or impossible to predict with certainty, (b) the Termination Payment described in this section is a reasonable and appropriate approximation of such damages, and (c) the Termination Payment described in this section is the exclusive remedy of the Non-Defaulting Party in connection with a Terminated Transaction; provided, however, that the limitations set forth in Sections 5.3(b) and (c) shall not apply to a Termination Payment arising out of a willful or intentional breach of this Agreement by Seller, which arises from the sale by Seller of Energy to any third party during the Delivery Term that Seller has agreed to sell to Buyer under this Agreement. The Termination Payment shall not otherwise act to limit any of the Non-Defaulting Party’s rights or remedies if the Non-Defaulting Party does not elect a Terminated Transaction as its remedy for an Event of Default by the Defaulting Party.

Calculation of Termination Payment. The Non-Defaulting Non‑Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. The Non-Defaulting Non‑Defaulting Party shall use the market price for a comparable transaction to determine the Gains or Losses and such price should be determined by using the average closing market price for Renewable Energy Credits (as published in an index for a liquid traded market for Renewable Energy Credits which includes California) for the thirty (30) days preceding the date of the Notice declaring an Event of Default triggering the Early Termination Date; provided that if a liquid traded market for Renewable Energy Credits does not exist at the time of the calculation of a Settlement Amount, then the price of Renewable Energy Credits should be determined by using the average of market quotations provided by three (3) or more bona fide unaffiliated market participants. Where a quote is in the form of bid and ask prices, the price that is to be used in the averaging is the midpoint between the bid and ask price. The quotes obtained shall be: (a) for a like amount, ; (b) of the same Product, ; and (c) for the remaining Delivery Term, or in any other commercially reasonable manner. The Gains and Losses shall be calculated as the difference, plus or minus, between the economic value of the remaining Delivery Term of the Terminated Transaction and the equivalent quantities and relevant market price for the same term, as provided in this Section 5.3, or which are reasonably expected to be available in the market for a replacement contract for the Transaction. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages. The Non-Defaulting Non‑Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount.

Calculation of Termination Payment. The Except with respect to defaults under Section 5.1(b)(v) and to the extent provided in Sections 3.10, 3.11 and 5.2(c), the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. The Third parties supplying information for purposes of the calculation of Gains or Losses may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information. If the Non-Defaulting Party shall use uses the market price for a comparable transaction to determine the Gains or Losses and Losses, such price should be determined by using the average closing market price for Renewable Energy Credits (as published in an index for a liquid traded market for Renewable Energy Credits which includes California) for the thirty (30) days preceding the date of the Notice declaring an Event of Default triggering the Early Termination Date; provided that if a liquid traded market for Renewable Energy Credits does not exist at the time of the calculation of a Settlement Amount, then the price of Renewable Energy Credits should be determined by using the average of market quotations provided by three (3) or more bona fide unaffiliated market participants. If the number of available quotes is three, then the average of the three quotes shall be deemed to be the market price. Where a quote is in the form of bid and ask prices, the price that is to be used in the averaging is the midpoint between the bid and ask price. The quotes obtained shall be: (a) for a like amount, (b) of the same Product, (c) at the same Delivery Point, and (cd) for the remaining Delivery Term, or in any other commercially reasonable manner. The Gains and Losses shall be calculated as the difference, plus or minus, between the economic value of the remaining Delivery Term of the Terminated Transaction and the equivalent quantities and relevant market price prices for the same termterm that either are quoted by a bona fide market participant, as provided in this Section 5.3above, or which are reasonably expected to be available in the market for a replacement contract for the Transaction. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages. The Non-Defaulting Party shall use commercially reasonable efforts to mitigate all damages arising from any breach by the Defaulting Party. The Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount.