Declaration of an Early Termination Date and Calculation of Termination Payment. (1) The last sentence of Section 5.2 is replaced in its entirety by the following: "The Non-Defaulting Party shall be entitled to a payment upon termination of this Agreement as the result of an Event of Default (the "Termination Payment") which shall be the aggregate of the Market Value and Costs calculated in accordance with Section 5.3 which shall be paid no later than one hundred eighty (180) days after receipt of written notice of an Early Termination Date. Prior to receipt of such notice of termination by the Defaulting Party, the Non-Defaulting Party may exercise any remedies available to it at law or otherwise, including, but not limited to, the right to seek injunctive relief to prevent irreparable injury to the Non- Defaulting Party."
Declaration of an Early Termination Date and Calculation of Termination Payment. (1) Section 5.2 is replaced in its entirety by the following: "(a) If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate this Agreement, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non- Defaulting Party shall be entitled to a payment upon termination of this Agreement as the result of an Event of Default (the "Termination Payment") which shall be the aggregate of the Market Value and Costs calculated in accordance with Section 5.3 which shall be paid no later than one hundred eighty (180) days after receipt of written notice of an Early Termination Date. Prior to receipt of such notice of termination by the Defaulting Party, the Non-Defaulting Party may exercise any remedies available to it at law or otherwise, including, but not limited to, the right to seek injunctive relief to prevent irreparable injury to the Non-Defaulting Party.
Declaration of an Early Termination Date and Calculation of Termination Payment. If a Seller Event of Default or a Buyer Event of Default shall have occurred and is continuing, the Non-Defaulting Party shall have the right, upon providing written notice to the Defaulting Party (i) to designate a Day no earlier than the Day such notice is effective and no later than twenty (20) Days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to determine, subject to the provisions set forth in Section 2.3.4, in a commercially reasonable manner the Non- Defaulting Party’s Losses and Costs, payable by the Defaulting Party hereunder (the “Termination Payment”), and terminate this Agreement, (ii) withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance in accordance with Section 6.6. For the avoidance of doubt, a Defaulting Party shall not be entitled to receive payment of any Termination Payment. In addition and notwithstanding anything herein to the contrary contained herein, in the event of a Seller Event of Default, Seller shall be responsible for all of costs related to decommissioning and/or removal of the Project and any costs related to disconnecting the Project from the Connecting Transmission Owner’s Electrical System.
Declaration of an Early Termination Date and Calculation of Termination Payment. (1) The last sentence of Section 5.2 is replaced in its entirety by the following: “Upon termination of this Agreement as the result of an Event of Default, the Non-Defaulting Party shall be entitled to a payment (the “Termination Payment”) which shall be the aggregate of the Market Value and Costs calculated as of the Early Termination Date in accordance with Section 5.3. As soon as practicable after the Early Termination Date, the Non-Defaulting Party shall give notice to the Defaulting Party of the amount of the Termination Payment, if any, due to the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. Termination Payment to be made no later than one hundred eighty (180) days after receipt of written notice of an Early Termination Date.”
Declaration of an Early Termination Date and Calculation of Termination Payment. (1) Section 5.2 is replaced in its entirety by the following: "If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing with respect to a particular Transaction (the “Defaulted Transaction”), the other Party (the “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to liquidate and terminate the Defaulted Transaction (each referred to as a “Terminated Transaction”) between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement with respect to the Defaulted Transaction, and (iii) suspend performance with respect to the Defaulted Transaction. In addition to any Termination Payment hereunder, if Party A is the Defaulting Party, then Party A shall return to Party B the unearned portion of any payment that Party B has paid in advance, including without limitation, the unearned portion of any annual capacity payment. The Non-Defaulting Party shall be entitled to a payment upon termination of a Defaulted Transaction as the result of an Event of Default (the "Termination Payment") which shall be the aggregate of the Market Value and Costs calculated in accordance with Section 5.3 which shall be paid no later than one hundred eighty (180) days after receipt of written notice of an Early Termination Date, together with interest on such Termination Payment from the date of such notice through the date of payment at an annual rate equal to the “Prime Rate” published in the Wall Street Journal under “Money Rates” (as such rate may be adjusted from time to time), but not in excess of the maximum rate permitted by law. Prior to receipt of such notice of termination by the Defaulting Party, the Non-Defaulting Party may exercise any remedies available to it at law or otherwise, including, but not limited to, the right to seek injunctive relief to prevent irreparable injury to the Non-Defaulting Party. An Event of Default with respect to one Transaction shall not, in and of itself, constitute an Event of Default with respect to another Transaction or give the Non-Defaulting Party the right to terminate any Transaction other than the Defaulted Transaction. If Party B is the Defaulting Party, the unearned portion of any payment that Party B has paid in advance, including without limitation, the unearned portion of any annual ca...
Declaration of an Early Termination Date and Calculation of Termination Payment. (1) The last sentence of Section 5.2 is replaced in its entirety by the following: "The Non-Defaulting Party shall be entitled to a payment upon termination of this Transaction as the result of an Event of Default (the "Termination Payment") which shall be the aggregate of the Market Value and Costs calculated in accordance with Section 5.3 and any other unpaid amounts due or accrued to the Non-Defaulting Party under this Agreement to the date of termination which shall be paid no later than one hundred eighty (180) days after receipt of written notice of an Early Termination Date. Prior to payment of such Termination Payment, (a) the Non-Defaulting Party may exercise any remedies available to it at law or otherwise, including, but not limited to, the right to seek injunctive relief to prevent irreparable injury to the Non-Defaulting Party and/or to enforce any covenant of the Defaulting Party contained herein, and (b) to the extent that Party B is the Defaulting Party, Party B shall take all action necessary or advisable under the Act or other law or regulation creating or governing the Fund to provide for the payment due or to become due at the expiration of such one hundred eighty (180) day period.”
