Common use of Other Early Termination Clause in Contracts

Other Early Termination. If applicable Law, the Rules or the Act are amended, modified, nullified, suspended, repealed, found unconstitutional or unlawful, or changed or affected in any respect by any law, rule, regulation, order, interpretation, judgment, decree, directive, policy or similar act of any Ggovernmental Aauthority after the Effective Date, and such event (a) has, or would be reasonably likely to have, a material adverse effect upon the ability of EESI to perform its obligations under this Agreement or realize the economic benefits of this Agreement; (b) renders, or would be reasonably likely to render, EESI's or Customer's performance of their respective obligations under this Agreement illegal or unenforceable; (c) prevents, or would be reasonably likely to prevent, the applicable Utility from processing or otherwise giving effect to direct access service requests from EESI, whether previously submitted or to be submitted in the future; or (d) subjects, or would be reasonably likely to subject, EESI to regulation of any kind to a greater or different extent than that existing on the Effective Date as a result of its exercise of its rights or performance of its obligations under this Agreement and such increased regulation is determined by EESI, in its reasonable business judgment, to have, or be reasonably likely to have, a material adverse effect on it or its business operations, including, without limitation, regulation of EESI or any of its affiliates as a public utility, then EESI may unilaterally terminate this Agreement upon at least thirty days prior written notice to Customer. In the case of a termination as result of an event set forth under subsections (a), (b) or (c) above, EESI shall calculate its Early Termination Payment as set forth in Section 3.3.1. If the amount so calculated is a net Loss, Customer shall pay that amount to EESI, and if such amount is a net Gain, EESI shall pay that amount to Customer, such payments to be made as set forth in Section 3.3.3. In the case of a termination as a result of an event set forth under subsection (d) above, such termination shall be without any obligation (whether payment or otherwise) or other liability of either Party to the other Party, except for amounts accrued or otherwise due under Article 2 of this Agreement prior to the date of termination. Any termination under this Section 3.4 will be effective at 24:00:00, Local Time, on the last day of the then current Billing Cycle.

Other Early Termination. If If, during the period commencing on the Effective Date and expiring at midnight on the day preceding the thirty seventh month after the Effective Date, any applicable Law, the Rules or the Act are amended, modified, nullified, suspended, repealed, found unconstitutional or unlawful, or changed or affected in any respect by any law, rule, regulation, order, interpretation, judgment, decree, directive, policy or similar act of any Ggovernmental Aauthority governmental authority after the Effective DateDate,(other than any change in Utility rates or Taxes), and such event (a) has, or would be reasonably likely to have, a material adverse effect upon the ability of the Sysco Parties collectively or EESI to perform its obligations under this Agreement thisAgreement or realize the economic benefits of this Agreement; (b) renders, or would be reasonably likely to render, EESI's or Customer's Customer'sthe Sysco Parties’ collective performance of their respective obligations under this Agreement illegal or unenforceable; or (c) prevents, or would be reasonably likely to prevent, the applicable Utility from processing or otherwise giving effect to direct access service requests from EESI, whether previously submitted or to be submitted in the future, then EESI or the Sysco Corporation may future; or (d) d)unilaterally terminate this Agreement upon at least thirty days prior written notice to Sysco Corporation or EESI, as applicable. For the period commencing on the first day of the thirty seventh month after the Effective Date and continuing for the remainder of the Contract Term, either EESI or the Sysco Corporation may elect, in its sole discretion, to terminate this Agreement upon at least thirty subjects, or would be reasonably likely to subject, EESI to regulation of any kind to a greater or different extent than that existing on the Effective Date as a result of its exercise of its rights or performance of its obligations under this Agreement and such increased regulation is determined by EESI, in its reasonable business judgment, to have, or be orbe reasonably likely to have, a material adverse effect on it or its business operations, including, without limitation, regulation of EESI or any of its affiliates as a public utility, then EESI may unilaterally terminate this Agreement upon at least thirty days prior written notice toCustomer.days prior written notice to Customerthe other Party. In the case of a termination for convenience under the preceding sentence or as result of an event set forth under subsections (a), (b) or (c) above, EESI shall calculate its itsthe Early Termination Payment as set forth in Section 3.3.13.3.1 for the Party not requesting the termination (“the Non-Terminating Party”). If the amount so calculated is a net Loss, Customer the CustomerParty requesting termination (the “Terminating Party”) shall pay that amount to EESI,the Non-Terminating Party, and if such amount is a net Gain, EESI EESIthe Non-Terminating Party shall pay that amount to Customer,the Terminating Party, such payments to be made as set forth in Section 3.3.3. Notwithstanding the foregoing, if, at any time from the Effective Date throughout the Contract Term, any applicable Law, the Rules or the Act are amended, modified, nullified, suspended, repealed, found unconstitutional or unlawful, or changed or affected in any respect by any law, rule, regulation, order, interpretation, judgment, decree, directive, policy or similar act of any governmental authority, and such event subjects, or would be reasonably likely to subject, EESI or its affiliates to regulation as (i) an “electric utility company”, “public utility company”, “holding company”, or as a “subsidiary company”, “associate company” or an “affiliate” of any of the foregoing under the Public Utility Holding Company Act of 1935, as amended from time to time, (ii) a “utility company” under the Federal Power Act, as amended form time to time or (iii) a public utility company or public service company (or similar designation) under jurisdiction of the PUC, or, in EESI’s reasonable business judgment, would have, or would be reasonably likely to have, a material adverse effect on EESI’s or its affiliates’ ability to supply or arrange for the supply of energy to the Facilities, then EESI may unilaterally terminate this Agreement upon at least thirty days prior written notice to Sysco Corporation, and In the case of a termination as a result of an event set forth under subsection (d) above, such termination shall be without any obligation (whether payment or otherwise) or other liability of either Party to the other Party, except for amounts accrued or otherwise due under Article 2 2.0 of this Agreement prior to the date of termination. Any termination under this Section 3.4 will be effective at 24:00:00, Local Time, on the last day of the then current Billing Cycle.

Other Early Termination. If If, during the period commencing on the Effective Date and expiring at midnight on the day preceding the thirty seventh month after the Effective Date, any applicable Law, the Rules or the Act are amended, modified, nullified, suspended, repealed, found unconstitutional or unlawful, or changed or affected in any respect by any law, rule, regulation, order, interpretation, judgment, decree, directive, policy or similar act of any Ggovernmental Aauthority after the Effective Dategovernmental authority (other than any change in Utility rates or Taxes), and such event (a) has, or would be reasonably likely to have, a material adverse effect upon the ability of the Sysco Parties collectively or EESI to perform its obligations under this Agreement or realize the economic benefits of this Agreement; (b) renders, or would be reasonably likely to render, EESI's or Customer's the Sysco Parties’ collective performance of their respective obligations under this Agreement illegal or unenforceable; or (c) prevents, or would be reasonably likely to prevent, the applicable Utility from processing or otherwise giving effect to direct access service requests from EESI, whether previously submitted or to be submitted in the future; or (d) subjects, or would be reasonably likely to subject, EESI to regulation of any kind to a greater or different extent than that existing on the Effective Date as a result of its exercise of its rights or performance of its obligations under this Agreement and such increased regulation is determined by EESI, in its reasonable business judgment, to have, or be reasonably likely to have, a material adverse effect on it or its business operations, including, without limitation, regulation of EESI or any of its affiliates as a public utility, then EESI or the Sysco Corporation may unilaterally terminate this Agreement upon at least thirty days prior written notice to CustomerSysco Corporation or EESI, as applicable. For the period commencing on the first day of the thirty seventh month after the Effective Date and continuing for the remainder of the Contract Term, either EESI or the Sysco Corporation may elect, in its sole discretion, to terminate this Agreement upon at least thirty days prior written notice to the other Party. In the case of a termination for convenience under the preceding sentence or as result of an event set forth under subsections (a), (b) or (c) above, EESI shall calculate its the Early Termination Payment as set forth in Section 3.3.13.3.1 for the Party not requesting the termination (“the Non-Terminating Party”). If the amount so calculated is a net Loss, Customer the Party requesting termination (the “Terminating Party”) shall pay that amount to EESIthe Non-Terminating Party, and if such amount is a net Gain, EESI the Non-Terminating Party shall pay that amount to Customerthe Terminating Party, such payments to be made as set forth in Section 3.3.3. In Notwithstanding the case foregoing, if, at any time from the Effective Date throughout the Contract Term, any applicable Law, the Rules or the Act are amended, modified, nullified, suspended, repealed, found unconstitutional or unlawful, or changed or affected in any respect by any law, rule, regulation, order, interpretation, judgment, decree, directive, policy or similar act of a termination any governmental authority, and such event subjects, or would be reasonably likely to subject, EESI or its affiliates to regulation as (i) an “electric utility company”, “public utility company”, “holding company”, or as a result “subsidiary company”, “associate company” or an “affiliate” of an event set forth any of the foregoing under subsection the Public Utility Holding Company Act of 1935, as amended from time to time, (dii) abovea “utility company” under the Federal Power Act, as amended form time to time or (iii) a public utility company or public service company (or similar designation) under jurisdiction of the PUC, or, in EESI’s reasonable business judgment, would have, or would be reasonably likely to have, a material adverse effect on EESI’s or its affiliates’ ability to supply or arrange for the supply of energy to the Facilities, then EESI may unilaterally terminate this Agreement upon at least thirty days prior written notice to Sysco Corporation, and such termination shall be without any obligation (whether payment or otherwise) or other liability of either Party to the other Party, except for amounts accrued or otherwise due under Article 2 2.0 of this Agreement prior to the date of termination. Any termination under this Section 3.4 will be effective at 24:00:00, Local Time, on the last day of the then current Billing Cycle.

Other Early Termination. If any applicable Law, the Rules or the Act are enacted, amended, modified, nullified, suspended, repealed, found unconstitutional or unlawful, or changed or affected in any respect by any law, rule, regulation, order, interpretation, judgment, decree, directive, policy or similar act of any Ggovernmental Aauthority after the Effective Dategovernmental authority (other than any change in Utility rates or Taxes, except for any Taxes described in subsection (cd) of this Section 3.4), and such event (a) has, or would be reasonably likely to have, a material adverse effect upon the ability of the Sysco Parties collectively or EESI to perform its obligations under this Agreement or realize the economic benefits of this Agreement; (b) renders, or would be reasonably likely to render, EESI's or Customer's the Sysco Parties’ collective performance of their respective obligations under this Agreement illegal or unenforceable; (c) prevents, or would be reasonably likely to prevent, the applicable Utility from processing or otherwise giving effect to direct access service requests from EESI, whether previously submitted or to be submitted in the future; or (d) results in a Tax which EESI is prevented by applicable Law from passing-on, offsetting or recovering in any manner whatsoever, then EESI or the Sysco Corporation may unilaterally terminate this Agreement upon at least thirty days prior written notice to Sysco Corporation or EESI, as applicable; provided that none of the above shall include an event which prevents or would be reasonably likely to prevent, the applicable Utility from processing or otherwise giving effect to direct access service requests from EESI. In the case of a termination as a result of an event set forth under subsections (a), (b) or, (c) or (d) above, EESI shall calculate the Early Termination Payment as set forth in Section 3.3.1 for the Party not requesting the termination (“the Non-Terminating Party”) utilizing the date the Agreement is to terminate as the Early Termination Date. If the amount so calculated is a net Loss to the Non-Terminating Party, the Party requesting termination (the “Terminating Party”) shall pay that amount to the Non-Terminating Party, and if such amount is a net Gain to the Non-Terminating Party, the Non-Terminating Party shall pay that amount to the Terminating Party, such payments to be made as set forth in Section 3.3.3. Notwithstanding the foregoing, if any applicable Law, the Rules or the Act are enacted, amended, modified, nullified, suspended, repealed, found unconstitutional or unlawful, or changed or affected in any respect by any law, rule, regulation, order, interpretation, judgment, decree, directive, policy or similar act of any governmental authority, and such event subjects, or would be reasonably likely to subject, EESI or its affiliates to regulation as (i) an “electric utility company”, “public utility company”, “holding company”, or as a “subsidiary company”, “associate company” or an “affiliate” of any kind of the foregoing under the Public Utility Holding Company Act of 1935, as amended from time to time, (ii) a greater “utility company” under the Federal Power Act, as amended form time to time or different extent than that existing on (iii) a public utility company or public service company (or similar designation) under jurisdiction of the Effective Date as a result of its exercise of its rights PUC or performance of its obligations under this Agreement and such increased regulation is determined by EESIsuccessor or similar governing body, in its reasonable business judgment, to or would have, or would be reasonably likely to have, a material adverse effect on it EESI’s or its business operations, including, without limitation, regulation affiliates’ ability to supply or arrange for the supply of EESI or any of its affiliates as a public utilityenergy to the Facilities, then EESI may unilaterally terminate this Agreement upon at least thirty days prior written notice to Customer. In the case of a termination as result of an event set forth under subsections (a)Sysco Corporation, (b) or (c) above, and EESI shall calculate its the Early Termination Payment as set forth in Section 3.3.13.3.1 for the Sysco Parties utilizing the date the Agreement is to terminate as the Early Termination Date. If the amount so calculated is a net Loss, Customer EESI shall pay that amount to EESISysco Corporation, and if such amount is a net Gain, EESI Sysco Corporation shall pay that amount to CustomerEESI, such payments to be made as set forth in Section 3.3.3. In the case of a termination as a result of an event set forth under subsection (d) above, such termination shall be without any obligation (whether payment or otherwise) or other liability of either Party to the other Party, except for amounts accrued or otherwise due under Article 2 of this Agreement prior to the date of termination. Any termination under this Section 3.4 will be effective at 24:00:00, Local Time, on the last day of the then current Billing Cycle.

Other Early Termination. If applicable a Change In Law (a) results, or is reasonably likely to result, in either (i) a material increase over the Contract Term in the cost of EESI’s performance hereunder (other than as a result of changes in the market price for energy), or (ii) a reduction in, or elimination of EESI’s right to, any payments which EESI, under the Law, the Rules or the Act are amended, modified, nullified, suspended, repealed, found unconstitutional or unlawful, or changed or affected in any respect by any law, rule, regulation, order, interpretation, judgment, decree, directive, policy or similar act effect as of any Ggovernmental Aauthority after the Effective Date, and such event (a) haswas entitled to collect from Customer or the Utility in accordance with, or would be reasonably likely to havein the normal course of its implementation of, a material adverse effect upon the ability of EESI to perform its obligations under this Agreement or realize the economic benefits of this Agreement; (b) renders, or would be reasonably likely to render, the performance of EESI's ’s or Customer's performance of their respective ’s obligations under this Agreement illegal or unenforceable; (c) prevents, prevents or would be reasonably likely to prevent, prevent the applicable Utility from processing or otherwise giving effect to any payment, billing, or direct access service arrangements or requests from EESIbetween the Utility and EESI with respect to this agreement, whether previously submitted or to be submitted in the future; or (d) subjectsd)occurs and, or would be reasonably likely to subject, EESI to regulation of any kind to a greater or different extent than that existing on the Effective Date as a result of its exercise of its rights or performance of its obligations under this Agreement and such increased regulation is determined by EESIthereof, in its reasonable business judgment, to have, or be reasonably likely to have, a material adverse effect on it or its business operations, including, without limitation, regulation of EESI or any of its affiliates as is, or would be, deemed a public utilityutility under Illinois Law or under any Federal Law, then EESI (i) Customer, in the event of a Change In Law pursuant to subsection (b) of this Section 3.4 affecting Customer, or (ii) EESI, in the event of any Change In Law pursuant to this Section 3.4 affecting EESI, may unilaterally terminate this Agreement upon at least thirty 30 days prior written notice to Customerthe other Party. In the case of a termination as result of an event set forth under subsections (a), (b) or (c) above, EESI shall calculate its Early Termination Payment as set forth in this Section 3.3.1. If the amount so calculated is a net Loss, Customer shall pay that amount to EESI, and if such amount is a net Gain, EESI shall pay that amount to Customer, such payments to be made as set forth in Section 3.3.3. In the case of a termination as a result of an event set forth under subsection (d) above3.4, such termination shall be without any obligation (whether payment or otherwise) or other liability of either Party to the other Party, except for amounts accrued or otherwise due for past services provided under Article 2 of this Agreement prior to the date of termination. Any Except as set forth below, any termination under this Section 3.4 will be effective at 24:00:00, Local Time, on the last day of the then current Billing Cycle. Each Party agrees that upon such Party’s exercise of its rights under this Section 3.4, if the other Party disagrees with such terminating Party’s exercise of its rights, including whether the provisions of this Section 3.4 have been triggered by a Change In Law, such disagreement shall be submitted to arbitration pursuant to Section 4.10. Notwithstanding any provision to the contrary in this agreement, including in the foregoing provisions of this Section 3.4, (i) the Customer shall not have the right to terminate this Agreement for any Change In Law made, passed, promulgated or established by the Customer; and (ii) no termination by EESI pursuant to Section 3.4(a) shall be effective, and EESI shall not suspend its performance, until any dispute between the Parties regarding such termination has been resolved pursuant to Section 4.10.