Declaration of Early Termination Date. Except as otherwise set forth in this Agreement, if an Event of Default with respect to a Defaulting Party occurs and is continuing, the other Party (the “Non-Defaulting Party”) will have the right to (i) 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 liquidate and terminate all Transaction(s) under this Agreement, (ii) withhold any payments due to the Defaulting Party under this Agreement, and (iii) suspend performance. The Non-Defaulting Party will calculate a Settlement Amount with respect to each Designated System and a Termination Payment with respect to this Agreement pursuant to Section 9.4 as of the Early Termination Date, and provide such calculation to the Defaulting Party by the Early Termination Date.
Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (“Non-Defaulting Party”) shall have the right (a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”), (b) to accelerate all amounts owing between the Parties, terminate the Transaction and end the Delivery Term effective as of the Early Termination Date and collect liquidated damages (“Termination Payment”), which shall be calculated in accordance with Section 5.3 below; (ii) withhold any payments due to the Defaulting Party under this Agreement; (c) suspend performance; and (d) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. The Termination Payment will be the aggregate of all Settlement Amounts netted into a single amount, where the “Settlement Amount” is equal to the Losses or Gains, and Costs, which the Non-Defaulting Party incurs as a result of the termination of this Agreement. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Termination Payment shall be zero. Disputes regarding the Termination Payment shall be determined in accordance with Article Twelve.
Declaration of Early Termination Date. Except as otherwise set forth in this Agreement, if an Event of Default with respect to a Defaulting Party occurs and is continuing, the other Party (the “Non-Defaulting Party”) will have the right to (i) 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 liquidate and terminate this Agreement,
Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and is continuing, the other Party (“Non-Defaulting Party”) shall have the following rights:
(a) send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”);
(b) accelerate all amounts owing between the Parties, terminate the Transaction and end the Delivery Term effective as of the Early Termination Date;
(c) collect the Damage Payment in accordance with Section 5.8 below, if the Event of Default arose under Section 5.1(b)(ii), Section 5.1(b)(iii) or Section 5.1(b)(iv), or collect the Termination Payment for any other Event of Default;
(d) withhold any payments due to the Defaulting Party under this Agreement;
(e) suspend performance;
(f) exercise its rights pursuant to Section 8.3 to draw upon and retain Performance Assurance; and
(g) exercise any other rights or remedies available at Law or in equity to the extent otherwise permitted under this Agreement.
Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and is continuing, the other Party (“Non-Defaulting Party”) shall have the following rights:
Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and is continuing, the other Party (“Non-Defaulting Party”) shall have the right (a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”), (b) to terminate the Transaction and end the Delivery Term effective as of the Early Termination Date, (c) in the event of any other Event of Default collect liquidated damages which shall be calculated in accordance with Section 5.3 below, defined as a “Termination Payment”, (d) withhold any payments due to the Defaulting Party under this Agreement, (e) suspend performance, (f) in the case of PacifiCorp, exercise its rights pursuant to Sections 4.2 and 4.3 to draw upon and retain Performance Assurance, and (g) if PacifiCorp is the Non-Defaulting Party, then PacifiCorp may also Notify Seller that PacifiCorp shall return to Seller some or all of the Product that PacifiCorp purchased or received prior to the Early Termination Date but has not retired for PacifiCorp’s compliance with the California Renewables Portfolio Standard (“Refund”), in accordance with Section 5.3(b) and Seller shall pay PacifiCorp the Refund Amount associated with the Product returned to Seller. The “Termination Payment” will be the aggregate of all Settlement Amounts netted into a single amount, where the “Settlement Amount” is equal to the Losses or Gains, and Costs, which the Non-Defaulting Party incurs as a result of the termination of this Agreement and, if the Non-Defaulting Party is PacifiCorp and PacifiCorp has elected to exercise its Refund right, then the Refund Amount for the Product returned to Seller shall be included. Additionally, if PacifiCorp is owed a refund due to an Ineligible Product Determination and such amount has not been paid by Seller prior to the Early Termination Date, the such amount shall also be included in the Settlement Amount. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Termination Payment shall be zero. Disputes regarding the Termination Payment shall be determined in accordance with Article 9.
Declaration of Early Termination Date. Except as otherwise set forth in this Agreement, if an Event of Default with respect to a Defaulting Party occurs and is continuing, the other Party (the “Non-Defaulting Party”) will have the right to (i) 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 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 will calculate, in a commercially reasonable manner, a Settlement Amount with respect to this Agreement pursuant to Section 9.4 as of the Early Termination Date (or, to , and provide such calculation to the extent that in the reasonable opinion of the Non-Defaulting Party such Terminated Transaction is commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law by the Early Termination Date, as soon thereafter as is reasonably practicable). The calculation of the Settlement Amount indicated in this Section 9.3 shall not apply to an Event of Default described in Sections 9.2(f), 9.2(g) or 9.2(h). . Notwithstanding anything in this Section 9.3 to the contrary, in the event of an Early Termination Date prior to the Delivery of one (1) REC offrom the Project due to a Seller’s Event of Default, Seller shall pay to Buyer a Settlement Amount in an amount equal to the Collateral Requirement.
Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (“Non-Defaulting Party”) shall have the right (a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than thirty (30) days after such Notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”), (b) to accelerate all amounts owing between the Parties (including amounts owing to Seller for quantities of Energy that Seller was not able to generate due solely to Buyer's Event of Default and the value of any lost Production Tax Credits related to such Energy during the Delivery Term and prior to the Early Termination Date that Seller was otherwise eligible to receive), terminate the Transaction and end the Delivery Term (or Test Product Delivery Period, if applicable) effective as of the Early Termination Date and collect liquidated damages (“Termination Payment”); (c) withhold any payments due to the Defaulting Party under this Agreement;
Declaration of Early Termination Date. If an Event of Default with respect to a defaulting Party shall have occurred and be continuing, the non-defaulting Party shall have the right (a) to send notice, designating a day, no earlier than ten (10) days after the day such notice is deemed to be received and no later than twenty (20) days after such notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”), (b) to terminate this Agreement and end the Term effective as of the Early Termination Date and collect the Termination Payment, which shall be calculated in accordance with Section 7.3(b) below or as otherwise expressly provided in this Agreement; (c) withhold any payments due to the defaulting Party under this Agreement; (d) suspend performance; and (e) exercise any other right or remedy available at law or in equity to the extent otherwise permitted under this Agreement.
Declaration of Early Termination Date. If an Event of Default with respect to a defaulting Party shall have occurred, is continuing and has not been cured, the other Party (the “Non-Defaulting Party”) shall have the right to:
(i) send notice, designating a day, no earlier than ten (10) calendar days after the day such notice is deemed to be received as an early termination date of this Agreement (“Early Termination Date”) on which to (A) collect the Damage Payment if any Event of Default arose at any time prior to the commencement of the Delivery Term, including an Event of Default pursuant to Section 7.2(j), or (B) collect the Termination Payment (which shall be calculated in accordance with Section 7.3(b)) if any Event of Default arose during the Delivery Term;
(ii) accelerate all amounts owing between the Parties, terminate this Agreement and end the Delivery Term effective as of the Early Termination Date;
(iii) withhold any payments due to the Defaulting Party under this Agreement;
(iv) suspend performance;
(v) exercise its rights pursuant to Section 9.1 of this Agreement to draw upon and retain Development Assurance, Interim Assurance or Performance Assurance, as applicable; and
(vi) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.
