Common use of Liquidation of Options Clause in Contracts

Liquidation of Options. To liquidate unexercised Options and exercised Options to be settled at their In-the-Money Amounts that have been terminated by close-out, the Non-Defaulting Party shall: Calculating Settlement Amount. Calculate in good faith with respect to each such terminated Option, except to the extent that in the good faith opinion of the Non-Defaulting Party certain of such Options may not be liquidated as provided herein under applicable law, as of the Close-Out Date or as soon as reasonably practicable thereafter a settlement amount for each Party equal to the aggregate of: with respect to each Option purchased by such Party, and which the other Party has not elected to treat as void pursuant to Section 3.2(ii) for lack of payment of the Premium, the current market premium for such Option; with respect to each Option sold by such Party and which such Party has not elected to treat as void pursuant to Section 3.2(ii) for lack of payment of the Premium, any unpaid Premium, provided that, if the Close-Out Date occurs before the Premium Payment Date, such amount shall be discounted from and including the Premium Payment Date to but excluding the Close-Out Date at a rate equal to LIBOR on the Close-Out Date and, if the Close-Out Date occurs after the Premium Payment Date, to the extent permitted by applicable law, the settlement amount shall include interest on any unpaid Premium from and including the Premium Payment Date to but excluding the Close-Out Date in the same Currency as such Premium at overnight LIBOR; with respect to any exercised Option to be settled at its In-the-Money Amount (whether or not the Close-Out Date occurs before the Settlement Date for such Option), any unpaid amount due to such Party in settlement of such Option and, if the Close-Out Date occurs after the Settlement Date for such Option, to the extent permitted by applicable law, interest thereon from and including the applicable Settlement Date to but excluding the Close-Out Date at overnight LIBOR; and without duplication, the amount that the Non-Defaulting Party reasonably determines in good faith, as of the Close-Out Date or as of the earliest date thereafter that is reasonably practicable, to be its additional losses, costs and expenses in connection with such terminated Option, for the loss of its bargain, its cost of funding, or the loss incurred as a result of terminating, liquidating, obtaining or re-establishing a delta hedge or related trading position with respect to such Option; Converting to Base Currency. Convert any settlement amount calculated in accordance with clause (i) above in a Currency other than the Non-Defaulting Party's Base Currency into such Base Currency at the Spot Price at which, at the time of the calculation, the Non-Defaulting Party could enter into a contract in the foreign exchange market to buy the Non-Defaulting Party's Base Currency in exchange for such Currency (or, if such Spot Price is not available, conversion shall be accomplished by the Non-Defaulting Party using any commercially reasonable method); and

Liquidation of Options. To liquidate unexercised Options and exercised Options to be settled at their InTO LIQUIDATE UNEXERCISED OPTIONS AND EXERCISED OPTIONS TO BE SETTLED AT THEIR IN-theTHE-Money Amounts that have been terminated by closeMONEY AMOUNTS THAT HAVE BEEN TERMINATED BY CLOSE-outOUT, the NonTHE NON-Defaulting Party shall: Calculating Settlement AmountDEFAULTING PARTY SHALL: (A) CALCULATING SETTLEMENT AMOUNT. Calculate in good faith with respect to each such terminated OptionCALCULATE IN GOOD FAITH WITH RESPECT TO EACH SUCH TERMINATED OPTION, except to the extent that in the good faith opinion of the NonEXCEPT TO THE EXTENT THAT IN THE GOOD FAITH OPINION OF THE NON-Defaulting Party certain of such Options may not be liquidated as provided herein under applicable lawDEFAULTING PARTY CERTAIN OF SUCH OPTIONS MAY NOT BE LIQUIDATED AS PROVIDED HEREIN UNDER APPLICABLE LAW, as of the CloseAS OF THE CLOSE-Out Date or as soon as reasonably practicable thereafter a settlement amount for each Party equal to the aggregate of: OUT DATE OR AS SOON AS REASONABLY PRACTICABLE THEREAFTER A SETTLEMENT AMOUNT FOR EACH PARTY EQUAL TO THE AGGREGATE OF: (A) with respect to each Option purchased by such Party, and which the other Party has not elected to treat as void pursuant to Section 3.2(ii) for lack of payment of the Premium, the current market premium for such Option; ; (B) with respect to each Option sold by such Party and which such Party has not elected to treat as void pursuant to Section 3.2(ii) for lack of payment of the Premium, any unpaid Premium, provided that, if the Close-Out Date occurs before the Premium Payment Date, such amount shall be discounted from and including the Premium Payment Date to but excluding the Close-Out Date at a rate equal to LIBOR on the Close-Out Date and, if the Close-Out Date occurs after the Premium Payment Date, to the extent permitted by applicable law, the settlement amount shall include interest on any unpaid Premium from and including the Premium Payment Date to but excluding the Close-Out Date in the same Currency as such Premium at overnight LIBOR; ; (C) with respect to any exercised Option to be settled at its In-the-Money Amount (whether or not the Close-Out Date occurs before the Settlement Date for such Option), any unpaid amount due to such Party in settlement of such Option and, if the Close-Out Date occurs after the Settlement Date for such Option, to the extent permitted by applicable law, interest thereon from and including the applicable Settlement Date to but excluding the Close-Out Date at overnight LIBOR; and and (D) without duplication, the amount that the Non-Defaulting Party reasonably determines in good faith, as of the Close-Out Date or as of the earliest date thereafter that is reasonably practicable, to be its additional losses, costs and expenses in connection with such terminated Option, for the loss of its bargain, its cost of funding, or the loss incurred as a result of terminating, liquidating, obtaining or re-establishing a delta hedge or related trading position with respect to such Option; Converting to Base Currency; (B) CONVERTING TO BASE CURRENCY. Convert any settlement amount calculated in accordance with clause CONVERT ANY SETTLEMENT AMOUNT CALCULATED IN ACCORDANCE WITH CLAUSE (iI) above in a Currency other than the NonABOVE IN A CURRENCY OTHER THAN THE NON-Defaulting Party's Base Currency into such Base Currency at the Spot Price at whichDEFAULTING PARTY'S BASE CURRENCY INTO SUCH BASE CURRENCY AT THE SPOT PRICE AT WHICH, at the time of the calculationAT THE TIME OF THE CALCULATION, the NonTHE NON-Defaulting Party could enter into a contract in the foreign exchange market to buy the NonDEFAULTING PARTY COULD ENTER INTO A CONTRACT IN THE FOREIGN EXCHANGE MARKET TO BUY THE NON-Defaulting Party's Base Currency in exchange for such Currency DEFAULTING PARTY'S BASE CURRENCY IN EXCHANGE FOR SUCH CURRENCY (orOR, if such Spot Price is not availableIF SUCH SPOT PRICE IS NOT AVAILABLE, conversion shall be accomplished by the NonCONVERSION SHALL BE ACCOMPLISHED BY THE NON-Defaulting Party using any commercially reasonable methodDEFAULTING PARTY USING ANY COMMERCIALLY REASONABLE METHOD); andAND (C) NETTING. NET SUCH SETTLEMENT AMOUNTS WITH RESPECT TO EACH PARTY SO THAT ALL SUCH AMOUNTS ARE NETTED TO A SINGLE LIQUIDATED AMOUNT PAYABLE BY ONE PARTY TO THE OTHER PARTY.

Liquidation of Options. To liquidate unexercised Options and exercised Options to be settled at their InTO LIQUIDATE UNEXERCISED OPTIONS AND EXERCISED OPTIONS TO BE SETTLED AT THEIR IN-theTHE-Money Amounts that have been terminated by closeMONEY AMOUNTS THAT HAVE BEEN TERMINATED BY CLOSE-outOUT, the NonTHE NON-Defaulting Party shall: Calculating Settlement AmountDEFAULTING PARTY SHALL: (A) CALCULATING SETTLEMENT AMOUNT. Calculate in good faith with respect to each such terminated OptionCALCULATE IN GOOD FAITH WITH RESPECT TO EACH SUCH TERMINATED OPTION, except to the extent that in the good faith opinion of the NonEXCEPT TO THE EXTENT THAT IN THE GOOD FAITH OPINION OF THE NON-Defaulting Party certain of such Options may not be liquidated as provided herein under applicable lawDEFAULTING PARTY CERTAIN OF SUCH OPTIONS MAY NOT BE LIQUIDATED AS PROVIDED HEREIN UNDER APPLICABLE LAW, as of the CloseAS OF THE CLOSE-Out Date or as soon as reasonably practicable thereafter a settlement amount for each Party equal to the aggregate of: OUT DATE OR AS SOON AS REASONABLY PRACTICABLE THEREAFTER A SETTLEMENT AMOUNT FOR EACH PARTY EQUAL TO THE AGGREGATE OF: (A) with respect to each Option purchased by such Party, and which the other Party has not elected to treat as void pursuant to Section 3.2(ii) for lack of payment of the Premium, the current market premium for such Option; ; (B) with respect to each Option sold by such Party and which such Party has not elected to treat as void pursuant to Section 3.2(ii) for lack of payment of the Premium, any unpaid Premium, provided that, if the Close-Out Date occurs before the Premium Payment Date, such amount shall be discounted from and including the Premium Payment Date to but excluding the Close-Out Date at a rate equal to LIBOR on the Close-Out Date and, if the Close-Out Date occurs after the Premium Payment Date, to the extent permitted by applicable law, the settlement amount shall include interest on any unpaid Premium from and including the Premium Payment Date to but excluding the Close-Out Date in the same Currency as such Premium at overnight LIBOR; ; (C) with respect to any exercised Option to be settled at its In-In- the-Money Amount (whether or not the Close-Out Date occurs before the Settlement Date for such Option), any unpaid amount due to such Party in settlement of such Option and, if the Close-Out Date occurs after the Settlement Date for such Option, to the extent permitted by applicable law, interest thereon from and including the applicable Settlement Date to but excluding the Close-Out Date at overnight LIBOR; and and (D) without duplication, the amount that the Non-Defaulting Party reasonably determines in good faith, as of the Close-Out Date or as of the earliest date thereafter that is reasonably practicable, to be its additional losses, costs and expenses in connection with such terminated Option, for the loss of its bargain, its cost of funding, or the loss incurred as a result of terminating, liquidating, obtaining or re-establishing a delta hedge or related trading position with respect to such Option; Converting to Base Currency; (B) CONVERTING TO BASE CURRENCY. Convert any settlement amount calculated in accordance with clause CONVERT ANY SETTLEMENT AMOUNT CALCULATED IN ACCORDANCE WITH CLAUSE (iI) above in a Currency other than the NonABOVE IN A CURRENCY OTHER THAN THE NON-Defaulting Party's Base Currency into such Base Currency at the Spot Price at whichDEFAULTING PARTY'S BASE CURRENCY INTO SUCH BASE CURRENCY AT THE SPOT PRICE AT WHICH, at the time of the calculationAT THE TIME OF THE CALCULATION, the NonTHE NON-Defaulting Party could enter into a contract in the foreign exchange market to buy the NonDEFAULTING PARTY COULD ENTER INTO A CONTRACT IN THE FOREIGN EXCHANGE MARKET TO BUY THE NON-Defaulting Party's Base Currency in exchange for such Currency DEFAULTING PARTY'S BASE CURRENCY IN EXCHANGE FOR SUCH CURRENCY (orOR, if such Spot Price is not availableIF SUCH SPOT PRICE IS NOT AVAILABLE, conversion shall be accomplished by the NonCONVERSION SHALL BE ACCOMPLISHED BY THE NON-Defaulting Party using any commercially reasonable methodDEFAULTING PARTY USING ANY COMMERCIALLY REASONABLE METHOD); andAND (C) NETTING. NET SUCH SETTLEMENT AMOUNTS WITH RESPECT TO EACH PARTY SO THAT ALL SUCH AMOUNTS ARE NETTED TO A SINGLE LIQUIDATED AMOUNT PAYABLE BY ONE PARTY TO THE OTHER PARTY.

Liquidation of Options. To liquidate unexercised Options and exercised Options to be settled at their In-the-Money Amounts that have been terminated by close-out, the Non-Defaulting Party shall: Calculating Settlement Amount. Calculate in good faith with respect to each such terminated Option, except to the extent that in the good faith opinion of the Non-Defaulting Party certain of such Options may not be liquidated as provided herein under applicable law, as of the Close-Out Date or as soon as reasonably practicable thereafter a settlement amount for each Party equal to the aggregate of: : i. with respect to each Option purchased by such Party, and which the other Party has not elected to treat as void pursuant to Section 3.2(ii) for lack of payment of the Premium, the current market premium for such Option; ; ii. with respect to each Option sold by such Party and which such Party has not elected to treat as void pursuant to Section 3.2(ii) for lack of payment of the Premium, any unpaid Premium, provided that, if the Close-Out Date occurs before the Premium Payment Date, such amount shall be discounted from and including the Premium Payment Date to but excluding the Close-Out Date at a rate equal to LIBOR on the Close-Out Date and, if the Close-Out Date occurs after the Premium Payment Date, to the extent permitted by applicable law, the settlement amount shall include interest on any unpaid Premium from and including the Premium Payment Date to but excluding the Close-Out Date in the same Currency as such Premium at overnight LIBOR; ; iii. with respect to any exercised Option to be settled at its In-the-Money Amount (whether or not the Close-Out Date occurs before the Settlement Date for such Option), any unpaid amount due to such Party in settlement of such Option and, if the Close-Out Date occurs after the Settlement Date for such Option, to the extent permitted by applicable law, interest thereon from and including the applicable Settlement Date to but excluding the Close-Out Date at overnight LIBOR; and without duplication, the amount that the Non-Defaulting Party reasonably determines in good faith, as of the Close-Out Date or as of the earliest date thereafter that is reasonably practicable, to be its additional losses, costs and expenses in connection with such terminated Option, for the loss of its bargain, its cost of funding, or the loss incurred as a result of terminating, liquidating, obtaining or re-establishing a delta hedge or related trading position with respect to such Option; ; b. Converting to Base Currency. Convert any settlement amount calculated in accordance with clause (i) above in a Currency other than the Non-Defaulting Party's Base Currency into such Base Currency at the Spot Price at which, at the time of the calculation, the Non-Defaulting Party could enter into a contract in the foreign exchange market to buy the Non-Defaulting Party's Base Currency in exchange for such Currency (or, if such Spot Price is not available, conversion shall be accomplished by the Non-Defaulting Party using any commercially reasonable method); and