EARLY TERMINATION CHARGE AND EARLY TERMINATION RECONCILIATION CHARGE. 5.1 If this Agreement is terminated before the Charge End Date:
(a) Transpower must calculate the Early Termination Charge as soon as reasonably practicable, and act reasonably in calculating the Early Termination Charge. The Early Termination Charge is provisional until the relevant date in paragraph 5.6 and may be recalculated in accordance with paragraph 5.4;
(b) subject to paragraph 5.7:
(i) the Customer must pay Transpower the Early Termination Charge; and
(ii) the Early Termination Charge is payable by the Customer when Transpower has calculated it; and
(c) the Customer is not liable to pay any Charge instalments not invoiced to the Customer before the date of termination.
5.2 If this Agreement is terminated on or after the Commissioning Date, the Early Termination Charge (ETCa) is calculated as follows: ETCa = (R — CFadj — TGadj + DC + TGDC — AR) × k where: CFadj is calculated as follows: CFadj = CFavoid × (1+ AFR) where: CFavoid is the NPV of the part of the Cost of Funding avoided by the payment of the Early Termination Charge; and TGadj is a tax gross‐up calculated as follows: TGadj = CFadj × t
1— t
(a) if this Agreement was terminated by the Customer for a Transpower Default, 0; or
(b) otherwise, Transpower’s estimate of the total costs it will incur as a direct consequence of the termination, including demobilisation, dismantling, remediation and compliance costs; TGDC is a tax gross‐up calculated as follows:
EARLY TERMINATION CHARGE AND EARLY TERMINATION RECONCILIATION CHARGE. 5.1 If this Agreement is terminated:
(a) Transpower must calculate the Early Termination Charge as soon as reasonably practicable, and act reasonably in calculating the Early Termination Charge. The Early Termination Charge is provisional until the relevant date in paragraph 5.5 and may be recalculated in accordance with paragraph 5.3;
(b) subject to paragraph 5.5:
(i) the Customer must pay Transpower the Early Termination Charge; and
(ii) the Early Termination Charge is payable by the Customer when Transpower has calculated it; and
(c) the Customer is not liable to pay any Charge instalments not invoiced to the Customer before the date of termination.
5.2 The Early Termination Charge (ETC) is calculated as follows: ETC = (TC' × (1+ AFR))+ TGTC' + DC + TGDC — AR — PCI' where: TGTC’ is a tax gross‐up calculated as follows: (TC' × (1+ AFR)) × t TGTC' =
1— t
(a) if this Agreement was terminated by the Customer for a Transpower Default, 0; or
(b) otherwise, Transpower’s estimate of the total costs it will incur as a direct consequence of the termination, including demobilisation, dismantling, remediation and compliance costs; TGDC is a tax gross‐up calculated as follows:
EARLY TERMINATION CHARGE AND EARLY TERMINATION RECONCILIATION CHARGE. 5.1 If this Agreement is terminated:
(a) Transpower must calculate the Early Termination Charge as soon as reasonably practicable, and act reasonably in calculating the Early Termination Charge. The Early Termination Charge is provisional until the relevant date in paragraph 5.5 and may be recalculated in accordance with paragraph 5.3;
(b) subject to paragraph 5.5:
(i) the Customer must pay Transpower the Early Termination Charge; and
(ii) the Early Termination Charge is payable by the Customer when Transpower has calculated it; and
(c) the Customer is not liable to pay any Charge instalments not invoiced to the Customer before the date of termination.
5.2 The Early Termination Charge (ETC) is calculated as follows: 𝐸𝑇𝐶 = (𝑇𝐶′ × (1 + 𝐴𝐹𝑅)) + 𝑇𝐺𝑇𝐶′ + 𝐷𝐶 + 𝑇𝐺𝐷𝐶 − 𝐴𝑅 − 𝑃��𝐼′ where: TGTC’ is a tax gross-up calculated as follows: (𝑇𝐶′ × (1 + 𝐴𝐹𝑅)) × 𝑡 𝑇𝐺𝑇𝐶′ = 1 − 𝑡 where t is the Tax Rate expressed as a decimal;
(a) if this Agreement was terminated by the Customer for a Transpower Default, 0; or
(b) otherwise, Transpower’s estimate of the total costs it will incur as a direct consequence of the termination, including demobilisation, dismantling, remediation and compliance costs; TGDC is a tax gross-up calculated as follows: 𝐷𝐶 × 𝑡 𝑇𝐺𝐷𝐶 = 1 − 𝑡 where t is the Tax Rate expressed as a decimal;
(a) to the extent that to include that amount in the Early Termination Charge would result in Transpower double-recovering its costs; but
(b) provided that Transpower is entitled to retain half of its estimate of the revenue it expects to derive from the disposal of any part of the Works; and
5.3 If either of the variables DC or AR in the formula in paragraph 5.2 is based on estimated costs or revenue at the time the Early Termination Charge is calculated:
(a) subject to paragraph 5.5, Transpower must recalculate the Early Termination Charge and calculate the Early Termination Reconciliation Charge as soon as reasonably practicable after it knows the actual costs or revenue; and
(b) subject to paragraph 5.6:
(i) the Customer must pay Transpower the Early Termination Reconciliation Charge; and
(ii) the Early Termination Reconciliation Charge is payable by the Customer when Transpower has calculated it.
5.4 The Early Termination Reconciliation Charge (ETRC) is calculated as follows:
