Early Termination Payment. 9.1. If the Agreement is terminated under clause 7.2.1, the Contractor shall make an early termination payment to JOGMEC of ten percent [10%] of the amount of Service Fees as specified in clause 3.1, adjusted for any Services already properly provided by the Contractor before the date of termination (“Early Termination Payment”) within thirty [30] days of the date of termination.
9.2. If the Contractor does not pay the Early Termination Payment on time, the Contractor shall pay interest of five percent [5%] per annum on the Early Termination Payment, calculated pro rata on a daily basis. Such interest shall accrue from the day after the final date by which payment of the Early Termination Payment is due until the day on which payment of the Early Termination Payment is actually completed.
Early Termination Payment. 18.1 Termination for convenience shall be calculated as: - [***]*; and - Winding Up Assistance Costs; and - Remaining amortisation of Exult's Due Diligence Costs; and - the remaining book value for the Assets as follows: [***;]* and - Redeployment costs of staff and equipment (to remove from BPA's sites) that have not been transferred to BPA; and - Remaining obligations for Third Party Contracts including but not limited to outstanding loans and financing costs related to such contracts as follows: [***]*
18.2 Termination for Change of Control shall be calculated as: - Winding Up Assistance Costs; and - Remaining amortisation of Exult's Due Diligence Costs; and - The remaining book value for the Assets as follows: [***]* and - Redeployment costs of staff and equipment (to remove from BPA's sites) that have not been transferred to BPA; and - Remaining obligations for Third Party Contracts including but not limited to outstanding loans and financing costs related to such contracts as follows: [***]*
18.3 Termination for Cause by BPA shall be calculated as follows: - Winding Up Assistance Costs; and - [***]* ---------- * Confidential treatment is requested for redacted portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. SCHEDULE D THIRD PARTY CONTRACTS 213 SCHEDULE D THIRD PARTY CONTRACTS This schedule sets forth the Third Party Contracts and designates whether such contract is intended to be "Administered", "Transferred" or "Retained" by BPA. This schedule shall be completed following the Commencement Date.
A. THIRD PARTY CONTRACTS REFERENCE THIRD PARTY CONTRACT CONTRACT RETAINED CONTRACTOR DESCRIPTION NUMBER TRANSFER ADMINISTER BY BPA STATUS ---------- ----------- ------ -------- ---------- ------ ------ -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------...
Early Termination Payment. 19.1 If the Agreement is terminated under Clause 17.2(a), the Contractor shall make an early termination payment to the Company of ten percent (10%) of the Service Fee (“Early Termination Payment”), adjusted for any compensation provided for under Clause 18.1 within thirty (30) days of the date of termination.
19.2 If the Contractor does not pay the Early Termination Payment on time, the Contractor shall pay interest of five percent (5%) per annum on the Early Termination Payment, calculated pro rata on a daily basis. Such interest shall accrue from the day after the final date by which payment of the Early Termination Payment is due until the day on which payment of the Early Termination Payment is actually completed.
Early Termination Payment. In the event of early termination of this Lease through fault of the Tenant, the Tenant shall be obligated, in addition to any other payments due to the City under the terms of this Lease, to pay to the City as an Early Termination Payment all payments due under the Lease until the Leased Premises are relet to another person or entity, but in no instance shall Tenant ever be liable to the City for more than an amount equal to one year’s annual rent as an Early Termination Payment.
Early Termination Payment. Section 6(e) of the Master Agreement is hereby deleted, other than with respect to Section 6(e)(iv) and 6(e)(v), and replaced with the following:
Early Termination Payment. If an Early Termination Date is established, the Non-Defaulting Party shall in good faith calculate its Gains or Losses, and Costs, resulting from the termination of the terminated Confirmation(s), aggregate such Gains or Losses, and Costs, with respect to all terminated Confirmations into a single net amount, and then notify the Defaulting Party of the net amount owed or owing. If the Non-Defaulting Party’s aggregate Losses and Costs exceed its aggregate Gains, the Defaulting Party shall, within five (5) days of its receipt of such notice pay the net amount to the Non-Defaulting Party, including interest at the Interest Rate from the Early Termination Date until paid. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, then no payment shall be required. The Non-Defaulting Party shall determine its Gains or Losses, and Costs, as of the Early Termination Date, or, if that is not possible, at the earliest date thereafter that is reasonably possible. If an Event of Default occurs, the Non-Defaulting Party may (at its election) set off any or all amounts which the Defaulting Party owes to the Non-Defaulting Party (under this Base Contract and the terminated Confirmation(s)) against any or all amounts which the Non-Defaulting Party owes to the Defaulting Party (under this Base Contract and the terminated Confirmation(s)). The Non-Defaulting Party shall make Commercially Reasonable Efforts to mitigate any costs and damages that it is entitled to hereunder and act at all times in a commercially reasonable manner. The Defaulting Party shall have the right to audit (through a third party independent auditor mutually agreed to by the Parties) the calculation of all such Gains, Losses and Costs.
Early Termination Payment. 22 -------------------------------------------------------------------------------- FA Sch. C i Exult Final COMMERCIAL-IN-CONFIDENCE BP AMOCO/EXULT - PROJECT ATLAS -------------------------------------------------------------------------------- SCHEDULE C CHARGES AND INVOICING
Early Termination Payment. Upon termination by Buyer pursuant to Subsection 2.3 or this Section 10, Seller shall owe Buyer the Early Termination Security Amount. As applicable, the Letter of Credit, Surety Bond and/or funds in the Escrow Account established in accordance with Subsection 2.2, Payment Security, shall be applied toward satisfying such amount. Within twenty (20) Days after Buyer has provided notice of termination to Seller pursuant to this Section 10, Buyer shall draw upon the Letter of Credit or Surety Bond or withdraw the funds in the Escrow Account and apply such funds toward the satisfaction of Seller’s obligation to pay the Early Termination Security Amount. The provisions of this Section 10 regarding payments shall survive any termination of this Agreement by Buyer pursuant to this Section 10. The Parties confirm that the express remedies and measures of damages provided in this Agreement satisfy the essential purposes hereof. If no remedy or measure of damages is expressly herein provided, the obligor’s liability shall be limited to direct, actual damages and such other remedies as are available at law or in equity. Buyer shall have no obligation to enter into any subsequent Power Purchase Agreement(s) with Seller until such time that any and all amounts owed to Buyer, including any applicable early termination payment, are paid. In any such subsequent Power Purchase Agreement, Seller shall not be entitled to a more favorable Capacity Purchase Price or Energy Purchase Price than would have been in effect during any remaining term of this Agreement, Either Party’s obligation to make payments already due associated with deliveries received prior to the date of termination of the Agreement will survive any termination initiated under Section 10, Early Termination .
Early Termination Payment. The "Early Termination Payment" shall equal the excess, if any, of (i) the sum of (x) the present value, as of the Early Termination Payment Date, of all payments that the Projected Tax Benefit Schedule as of the Early Termination Notice Date provides that RTEA should receive from Buyer with respect to all Taxable Years ending after the Early Termination Notice Date and that are due after the Early Termination Payment Date and (y) the future value, as of the Early Termination Payment Date, of all payments that the Projected Tax Benefit Schedule as of the Early Termination Notice Date provides that RTEA should receive from Buyer with respect to all Taxable Years ending after the Early Termination Notice Date and that are due before the Early Termination Payment Date, in both cases using the Early Termination Rate as a discount rate (or interest rate), over (ii) the Total Actual/Modified Payment Difference as of the Early Termination Notice Date. For purposes of computing such present value (or future value), any payment that the Projected Tax Benefit Schedule provides that RTEA should receive from Buyer with respect to Taxes of a Taxable Year shall be treated as payable on the due date (without extensions) for filing the U.S. federal income tax return of Buyer with respect to such Taxes for such Taxable Year. For the avoidance of doubt, a negative Total Actual/Modified Payment Difference shall be added to the amount calculated in clause (i) of this Section 4.03(b).
Early Termination Payment. Notwithstanding anything to the contrary in this Agreement, after any Early Termination Payment, the Tax Benefit Payment, Net Tax Benefit and components thereof shall be calculated without taking into account any tax attributes with respect to which such Early Termination Payment has been made or any such Early Termination Payment.
