Early Termination Payment Calculation Clause Samples

Early Termination Payment Calculation. (a) If this agreement is terminated in the circumstances set out in clause 11.1 or clause 11.2, the terminating party (Non-Liable Party) will calculate the early termination payment to be made by the non-terminating party (Liable Party) to the Non-Liable Party in accordance with clause 11.3(b) (Early Termination Payment), except that where this agreement is terminated by the Buyer under clause 10.6 the Seller will be the Non-Liable Party and undertake the relevant calculation and the Buyer will be the Liable Party.‌ (b) The Non-Liable Party must calculate the Early Termination Payment using commercially reasonable procedures to determine the net amount of its costs and/or losses associated with replacing the material terms of this agreement, including consideration of:‌ (1) quotations for replacement LGC sale and purchase arrangements on substantially equivalent terms to those set out in this agreement (including remaining tenor of supply) supplied by one or more third parties (taking into account the creditworthiness of the parties); and (2) LGC market data and forecast LGC prices supplied by one or more third parties. For the avoidance of doubt, if the calculation of the Early Termination Payment results in a negative number then the Early Termination Payment will be deemed to be zero. (c) Subject to clause 11.6(b), the parties acknowledge and agree that: (1) the Non-Liable Party’s sole remedy arising out of or in connection with the circumstances described in clause 11.1 or 11.2, as the case may be, is the Non-Liable Party’s entitlement to an Early Termination Payment in accordance with this clause 11.3; and (2) the Non-Liable Party’s entitlement to payment by the Liable Party of the Early Termination Payment constitutes an adequate remedy for the Non-Liable Party in respect of the circumstances described in clause 11.1 or 11.2, as the case may be.