Common use of Determination of Settlement Amount in the Event of Early Termination Clause in Contracts

Determination of Settlement Amount in the Event of Early Termination. 18.5.1 Notwithstanding any other provision of this Agreement, if the Performing Party terminates this Agreement pursuant to Section 18.3.3, the Performing Party shall have the right, immediately and for 60 days thereafter, to terminate any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document and, subject to Section 18.5.2, to liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Xxxx is the Performing Party, this Agreement shall not be deemed to have terminated in full until Xxxx shall have disposed of all of the Xxxx Inventory (but in any event within 60 days thereafter); and provided further that such 60 day period shall be extended to the extent that the Performing Party is subject to or required to comply with the order of any court of competent jurisdiction that limits its ability to exercise such rights or remedies or if the exercise of such rights or remedies is impracticable due to circumstances beyond the Performing Party’s reasonable control (which, with the exercise of due diligence, such Party cannot avoid or overcome). The “Settlement Amount” shall mean the amount, expressed in U.S. Dollars, of all actual, reasonable losses and costs that are incurred by the Performing Party (expressed as a positive number) or gains that are realized by the Performing Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreement, each determined in a commercially reasonable manner. The determination of the Settlement Amount shall include (without duplication): (w) for any Specified Period designated by DCR or otherwise established pursuant to the provisions of Schedule F prior to the Early Termination Date that ends after such Early Termination Date, the net present values as of the Early Termination Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Specified Period absent the early termination (where the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), (x) all Specified Unwind Costs (as determined with respect to all Corresponding Futures and aggregated into a net amount), (y) the actual, reasonable losses and costs (or gains) incurred or realized by the Performing Party to the extent it elects to dispose of any Product inventories maintained for purposes of this Agreement and (z) if such termination occurs prior to July 1, 2017 and Xxxx is the Performing Party, the net present value of any Specified Early Termination Fee or Early Termination Fee that would have been payable to Xxxx pursuant to Section 3.8.7 or 3.8.8, respectively, as a result of an early termination under Section 2.3 or 2.4 of this Agreement (and the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), except that if such termination occurs prior to January 1, 2016 the Specified Early Termination Fee shall be calculated in the same manner as under Section 3.8.7 except that the Default Early Termination Margin shall be used in place of the Specified Early Termination Margin. If the Settlement Amount is a positive number it shall be due to the Performing Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Party.

Determination of Settlement Amount in the Event of Early Termination. 18.5.1 Notwithstanding any other provision of this Agreement, if the Performing Party terminates this Agreement pursuant to Section 18.3.3, the Performing Party shall have the right, immediately and for 60 days thereafter, to terminate any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document and, subject to Section 18.5.2, to liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Xxxx is the Performing Party, this Agreement shall not be deemed to have terminated in full until Xxxx shall have disposed of all of the Xxxx Inventory (but in any event within 60 days thereafter); and provided further that such 60 day period shall be extended to the extent that the Performing Party is subject to or required to comply with the order of any court of competent jurisdiction that limits its ability to exercise such rights or remedies or if the exercise of such rights or remedies is impracticable due to circumstances beyond the Performing Party’s reasonable control (which, with the exercise of due diligence, such Party cannot avoid or overcome). The “Settlement Amount” shall mean the amount, expressed in U.S. Dollars, of all actual, reasonable losses and costs that are incurred by the Performing Party (expressed as a positive number) or gains that are realized by the Performing Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreement, each determined in a commercially reasonable manner. The determination of the Settlement Amount shall include (without duplication): (w) for any Specified Period designated by DCR or otherwise established pursuant to the provisions of Schedule F prior to the Early Termination Date that ends after such Early Termination Date, the net present values as of the Early Termination Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Specified Period absent the early termination (where the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), (x) all Specified Unwind Costs (as determined with respect to all Corresponding Futures and aggregated into a net amount), (y) the actual, reasonable losses and costs (or gains) incurred or realized by the Performing Party to the extent it elects to dispose of any Product inventories maintained for purposes of this Agreement and (z) if such termination occurs prior to July 1, 2017 2015 and Xxxx is the Performing Party, the net present value of any Specified Early Termination Fee or Early Termination Fee that would have been payable to Xxxx pursuant to Section 3.8.7 or 3.8.8, respectively, as a result of an early termination under Section 2.3 or 2.4 of this Agreement (and the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), except that if such termination occurs prior to January 1, 2016 2014 the Specified Early Termination Fee shall be calculated in the same manner as under Section 3.8.7 except that the Default Early Termination Margin shall be used in place of the Specified Early Termination Margin. If the Settlement Amount is a positive number it shall be due to the Performing Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Party.

Determination of Settlement Amount in the Event of Early Termination. 18.5.1 Notwithstanding any other provision of this Agreement, if the Performing Party terminates this Agreement pursuant to Section 18.3.318.3.3 (or, if applicable, such termination automatically occurs), the Performing Party shall have the right, immediately and (i) for 60 days thereafter, to terminate any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document and, and (ii) subject to Section 18.5.2, to liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Xxxx is the Performing Party, this Agreement shall not be deemed to have terminated in full until Xxxx shall have disposed of all of the Xxxx Inventory (but in any event within 60 days thereafter)Inventory; and provided further provided, further, that such 60 day period referenced in clause (i) above shall be extended to the extent that the Performing Party is subject to or required to comply with the order of any court of competent jurisdiction that limits its ability to exercise such rights or remedies or if the exercise of such rights or remedies is impracticable due to circumstances beyond the Performing Party’s reasonable control (which, with the exercise of due diligence, such Party cannot avoid or overcome). The “Settlement Amount” shall mean the sum of: (A) the amount, expressed in U.S. Dollars, of all actual, reasonable losses and costs that are incurred by the Performing Party (expressed as a positive number) or gains that are realized by the Performing Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreementthe Safe Harbor Agreements other than the rights and obligations arising under the Forward Contract, each determined in a commercially reasonable manner. The determination plus (B) at the election of the Performing Party, the Forward Contract Settlement Amount Amount. In determining the Settlement Amount, the Performing Party shall include be entitled to take into account (without duplication): (wv) for any Specified Extended Roll Period designated by DCR the Transaction Entities or otherwise established pursuant to the provisions of Schedule F prior to the Early Termination Date that ends after such Early Termination Date, the net present values as of the Early Termination Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Specified Extended Roll Period absent the early termination (where the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), (xw) all Specified Unwind Costs (as determined with respect to all Corresponding Futures and aggregated into a net amount), (yx) the actual, reasonable losses and costs (or gains) incurred or realized by the Performing Party to the extent it elects to dispose of any Product inventories maintained for purposes of this Agreement and (zy) if such termination occurs (1) in respect of any PRC Products and PRC Included Locations prior to July 1, 2017 and the Adjustment Date in the case where Xxxx is the Performing Party, the net present value amount of any the Specified PRC Early Termination Fee or Early PRC Termination Fee that would have been payable to Xxxx pursuant to Section 3.8.7 3.8.8 of the Original PRC Inventory Intermediation Agreement if the applicable Transaction Entities had exercised an early termination under Section 2.4 of the Original PRC Inventory Intermediation Agreement or 3.8.8(2) (I) in respect of any DCRC Products and DCRC Included Locations, respectivelyon or after the Adjustment Date in the case where Xxxx is the Performing Party, (II) in respect of any PRC Products and PRC Included Locations, on or after the Adjustment Date in the case where Xxxx is the Performing Party, and (III) in respect of any CRC Products and CRC Included Locations, on or after the Third Restatement Effective Date and solely during a CRC Joinder Period, in the case where Xxxx is the Performing Party, in each case of this sub-clause (2), the amount of the Specified Early Expiration Fee that would have been payable to Xxxx pursuant to Section 3.8.4(ii) as a result of an early termination under Section 2.3 or 2.4 and (z) in the event that Xxxx is the Performing Party, any Make-Whole Amount; provided that, for the avoidance of this Agreement doubt, in the event that Xxxx is entitled to take into account any Make-Whole Amount in determining the Settlement Amount, Xxxx shall not duplicate any amounts owed to Xxxx pursuant to the foregoing clause (y); provided further that if the Performing Party elects that the Forward Contract Settlement Amount shall not be included in the determination of the Settlement Amount, the Forward Contract Settlement Amount and the discount rate to be used in the net present value calculation Settlement Amount shall be equal to LIBOR plus the Applicable Margin), except that if such termination occurs prior to January 1, 2016 the Specified Early Termination Fee shall be calculated in each become due at the same manner as under time pursuant to Section 3.8.7 except that the Default Early Termination Margin shall be used in place of the Specified Early Termination Margin18.3. If the Settlement Amount is a positive number it shall be due to the Performing Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Non-Performing Party and the Forward Contract Settlement Amount, if not included in the Settlement Amount, if a positive number shall be due to the Performing Party and if a negative number, the absolute value thereof shall be due to the Non-Performing Party.

Determination of Settlement Amount in the Event of Early Termination. 18.5.1 Notwithstanding any other provision of this Agreement, if the Performing Party terminates this Agreement pursuant to Section 18.3.3, the Performing Party shall have the right, immediately and for 60 days thereafter, to terminate any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document and, subject to Section 18.5.2, to liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Xxxx is the Performing Party, this Agreement shall not be deemed to have terminated in full until Xxxx shall have disposed of all of the Xxxx Inventory (but in any event within 60 days thereafter); and provided further that such 60 day period shall be extended to the extent that the Performing Party is subject to or required to comply with the order of any court of competent jurisdiction that limits its ability to exercise such rights or remedies or if the exercise of such rights or remedies is impracticable due to circumstances beyond the Performing Party’s reasonable control (which, with the exercise of due diligence, such Party cannot avoid or overcome). The “Settlement Amount” shall mean the amount, expressed in U.S. Dollars, of all actual, reasonable losses and costs that are incurred by the Performing Party (expressed as a positive number) or gains that are realized by the Performing Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreement, each determined in a commercially reasonable manner. The determination of the Settlement Amount shall include (without duplication): (w) for any Specified Period designated by DCR PRC or otherwise established pursuant to the provisions of Schedule F prior to the Early Termination Date that ends after such Early Termination Date, the net present values as of the Early Termination Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Specified Period absent the early termination (where the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), (x) all Specified Unwind Costs (as determined with respect to all Corresponding Futures and aggregated into a net amount), (y) the actual, reasonable losses and costs (or gains) incurred or realized by the Performing Party to the extent it elects to dispose of any Product inventories maintained for purposes of this Agreement and (z) if such termination occurs prior to July 1, 2017 2015 and Xxxx is the Performing Party, the net present value of any Specified Early Termination Fee or Early Termination Fee that would have been payable to Xxxx pursuant to Section 3.8.7 or 3.8.8, respectively, as a result of an early termination under Section 2.3 or 2.4 of this Agreement (and the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), except that if such termination occurs prior to January 1, 2016 2014 the Specified Early Termination Fee shall be calculated in the same manner as under Section 3.8.7 except that the Default Early Termination Margin shall be used in place of the Specified Early Termination Margin. If the Settlement Amount is a positive number it shall be due to the Performing Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Party.

Determination of Settlement Amount in the Event of Early Termination. 18.5.1 18.5.1. Notwithstanding any other provision of this Agreement, if the Performing Party terminates this Agreement pursuant to Section 18.3.318.3.3 (or, if applicable, such termination automatically occurs), the Performing Party shall have the right, immediately and (i) for 60 days thereafter, to terminate any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document and, and (ii) subject to Section 18.5.2, to liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Xxxx Aron is the Performing Party, this Agreement shall not be deemed to have terminated in full until Xxxx Aron shall have disposed of all of the Xxxx Inventory (but in any event within 60 days thereafter)Aron Inventory; and provided further provided, further, that such 60 day period referenced in clause (i) above shall be extended to the extent that the Performing Party is subject to or required to comply with the order of any court of competent jurisdiction that limits its ability to exercise such rights or remedies or if the exercise of such rights or remedies is impracticable due to circumstances beyond the Performing Party’s reasonable control (which, with the exercise of due diligence, such Party cannot avoid or overcome). The “Settlement Amount” shall mean the sum of: (A) the amount, expressed in U.S. Dollars, of all actual, reasonable losses and costs that are incurred by the Performing Party (expressed as a positive number) or gains that are realized by the Performing Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreementthe Safe Harbor Agreements other than the rights and obligations arising under the Forward Contract, each determined in a commercially reasonable manner. The determination plus (B) at the election of the Performing Party, the Forward Contract Settlement Amount Amount. In determining the Settlement Amount, the Performing Party shall include be entitled to take into account (without duplication): (wv) for any Specified Extended Roll Period designated by DCR the Transaction Entities or otherwise established pursuant to the provisions of Schedule F prior to the Early Termination Date that ends after such Early Termination Date, the net present values as of the Early Termination Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Specified Extended Roll Period absent the early termination (where the discount rate to be used in the net present value calculation shall be equal to LIBOR the SOFR Rate plus the Applicable Margin), (xw) all Specified Unwind Costs (as determined with respect to all Corresponding Futures and aggregated into a net amount), (yx) the actual, reasonable losses and costs (or gains) incurred or realized by the Performing Party to the extent it elects to dispose of any Product inventories maintained for purposes of this Agreement and (zy) if such termination occurs (1) in respect of any PRC Products and PRC Included Locations prior to July 1, 2017 and Xxxx the Adjustment Date in the case where Aron is the Performing Party, the net present value amount of any the Specified PRC Early Termination Fee or Early PRC Termination Fee that would have been payable to Xxxx Aron pursuant to Section 3.8.7 3.8.8 of the Original PRC Inventory Intermediation Agreement if the applicable Transaction Entities had exercised an early termination under Section 2.4 of the Original PRC Inventory Intermediation Agreement or 3.8.8(2) (I) in respect of any DCRC Products and DCRC Included Locations, respectivelyon or after the Adjustment Date in the case where Aron is the Performing Party, (II) in respect of any PRC Products and PRC Included Locations, on or after the Adjustment Date in the case where Aron is the Performing Party, and (III) in respect of any CRC Products and CRC Included Locations, on or after the Third Restatement Effective Date and solely during a CRC Joinder Period, in the case where Aron is the Performing Party, in each case of this sub-clause (2), the amount of the Specified Early Expiration Fee that would have been payable to Aron pursuant to Section 3.8.4(ii) as a result of an early termination under Section 2.3 or 2.4 and (z) in the event that Aron is the Performing Party, any Make-Whole Amount; provided that, for the avoidance of this Agreement doubt, in the event that Aron is entitled to take into account any Make-Whole Amount in determining the Settlement Amount, Aron shall not duplicate any amounts owed to Aron pursuant to the foregoing clause (y); provided further that if the Performing Party elects that the Forward Contract Settlement Amount shall not be included in the determination of the Settlement Amount, the Forward Contract Settlement Amount and the discount rate to be used in the net present value calculation Settlement Amount shall be equal to LIBOR plus the Applicable Margin), except that if such termination occurs prior to January 1, 2016 the Specified Early Termination Fee shall be calculated in each become due at the same manner as under time pursuant to Section 3.8.7 except that the Default Early Termination Margin shall be used in place of the Specified Early Termination Margin18.3. If the Settlement Amount is a positive number it shall be due to the Performing Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Non-Performing Party and the Forward Contract Settlement Amount, if not included in the Settlement Amount, if a positive number shall be due to the Performing Party and if a negative number, the absolute value thereof shall be due to the Non-Performing Party.

Determination of Settlement Amount in the Event of Early Termination. 18.5.1 Notwithstanding any other provision of this Agreement, if the Performing Party terminates this Agreement pursuant to Section 18.3.318.3.3 (or, if applicable, such termination automatically occurs), the Performing Party shall have the right, immediately and for 60 days thereafter, to terminate any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document and, subject to Section 18.5.2Section18.5.2, to liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Xxxx is the Performing Party, this Agreement shall not be deemed to have terminated in full until Xxxx shall have disposed of all of the Xxxx Inventory (but in any event within 60 days thereafter); and provided further that such 60 day period shall be extended to the extent that the Performing Party is subject to or required to comply with the order of any court of competent jurisdiction that limits its ability to exercise such rights or remedies or if the exercise of such rights or remedies is impracticable due to circumstances beyond the Performing Party’s reasonable control (which, with the exercise of due diligence, such Party cannot avoid or overcome). The “Settlement Amount” shall mean (A) the amount, expressed in U.S. Dollars, of all actual, reasonable losses and costs that are incurred by the Performing Party (expressed as a positive number) or gains that are realized by the Performing Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreement other than the rights and obligations arising under the Commodity Forward Agreement, each determined in a commercially reasonable manner. The determination plus (B) at the election of the Performing Party, the Commodity Forward Settlement Amount Amount. In determining the Settlement Amount, the Performing Party shall include be entitled to take into account (without duplication): (w) for any Specified Period designated by DCR PRC or otherwise established pursuant to the provisions of Schedule F prior to the Early Termination Date that ends after such Early Termination Date, the net present values as of the Early Termination Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Specified Period absent the early termination (where the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), (x) all Specified Unwind Costs (as determined with respect to all Corresponding Futures and aggregated into a net amount), (y) the actual, reasonable losses and costs (or gains) incurred or realized by the Performing Party to the extent it elects to dispose of any Product inventories maintained for purposes of this Agreement and (z) if such termination occurs prior to July 1December 31, 2017 2021 and Xxxx is the Performing Party, the net present value amount of any the Specified Early Termination Fee or Early Termination Fee that would have been payable to Xxxx pursuant to Section 3.8.7 or 3.8.8, respectivelyrespectively (if any), as a result of an early termination under Section 2.3 or 2.4 of this Agreement (and the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin)Agreement, except ny-1739899 that if such termination occurs prior to January 1June 30, 2016 2020 the Specified Early Termination Fee shall be calculated in the same manner as under Section 3.8.7 except that the Default Early Termination Margin shall be used in place of the Specified Early Termination Margin.; provided further that if the Performing Party elects that the Commodity Forward Settlement Amount shall not be included in the determination of the Settlement Amount, the Commodity Forward Settlement Amount and the Settlement Amount shall each become due at the same time pursuant to Section 18.3. . If the Settlement Amount is a positive number it shall be due to the Performing Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Non-Performing Party and the Commodity Forward Settlement Amount, if not included in the Settlement Amount, if a positive number shall be due to the Performing Party and if a negative number, the absolute value thereof shall be due to the Non-Performing Party.