Common use of Payment of Fair Market Value Clause in Contracts

Payment of Fair Market Value. If upon an Operating Period Termination the Province elects a Termination Payment under this Section 18.6, or if by Section 18.4 or Section 18.5(e) or (g) is deemed to have elected a Termination Payment under this Section 18.6, then the following provisions shall apply: (a) the Province and the Contractor shall seek to arrive at agreement on the fair market value of the Contractor’s rights and obligations under this Agreement, calculated: (i) as of the date of the Operating Period Termination and as if this Agreement had not been terminated and no Termination Event had occurred or was imminent; (ii) on the assumption that the purchaser would be responsible for curing any existing default (or, in the case of an “Incurable Default” as defined in Section 16.7, taking the remedial action contemplated by Section 16.8(n)(iii)) by the Contractor under this Agreement; (iii) on the assumption of a willing and qualified purchaser and the Contractor as a willing vendor; and (iv) having regard to the future Payments expected for the duration of the Term, the costs of curing or taking required remedial action in respect of any existing default, and the projected costs of carrying out the O&M without incurring Payment Adjustments, including a reasonable allowance for contingencies; (b) if the Province and the Contractor have not within 30 days after the election (or deemed election) arrived at agreement under clause (a), then the fair market value of the Contractor’s rights and obligations under this Agreement shall be determined by the Dispute Resolution Procedure, applying the same assumptions as set out in clause (a); and (c) upon the fair market value of the Contractor’s rights and obligations under this Agreement being determined under clause (a) or clause (b), the Province shall pay to the Contractor as a Termination Payment an amount consisting of the fair market value so determined, less: (i) the Province’s reasonable costs reasonably incurred of calculating the fair market value; and (ii) the Province’s reasonable costs, or the Province’s reasonable pre- estimate thereof, of selecting and entering into a new agreement with a new provider of services in lieu of the Contractor’s performance of the O&M under this Agreement.

Payment of Fair Market Value. If upon an Operating M&R Period Termination the Province elects a Termination Payment under this Section 18.6, or if by Section 18.4 or Section 18.5(e) or (g) is deemed to have elected a Termination Payment under this Section 18.6, then the following provisions shall apply: (a) the Province and the Contractor shall seek to arrive at agreement on the fair market value of the Contractor’s rights and obligations under this Agreement, calculated: (i) as of the date of the Operating M&R Period Termination and as if this Agreement had not been terminated and no Termination Event had occurred or was imminent; (ii) on the assumption that the purchaser would be responsible for curing any existing default (or, in the case of an “Incurable Default” as defined in Section 16.7, taking the remedial action contemplated by Section 16.8(n)(iii16.8(o)(iii)) by the Contractor under this Agreement; (iii) on the assumption of a willing and qualified purchaser and the Contractor as a willing vendor; and (iv) having regard to the future Payments expected for the duration of the Term, the costs of curing or taking required remedial action in respect of any existing default, and the projected costs of carrying out all obligations during the O&M M&R Period without incurring Payment Adjustments, including a reasonable allowance for contingencies; (b) if the Province and the Contractor have not within 30 days after the election (or deemed election) arrived at agreement under clause (a), then the fair market value of the Contractor’s rights and obligations under this Agreement shall be determined by the Dispute Resolution Procedure, applying the same assumptions as set out in clause (a); and (c) upon the fair market value of the Contractor’s rights and obligations under this Agreement being determined under clause (a) or clause (b), the Province shall pay to the Contractor as a Termination Payment an amount consisting of the fair market value so determined, less: (i) the Province’s reasonable costs reasonably incurred of calculating the fair market value; and (ii) the Province’s reasonable costs, or the Province’s reasonable pre- estimate thereof, of selecting and entering into a new agreement with a new provider of services in lieu of the Contractor’s performance of the O&M under this Agreement.market

Payment of Fair Market Value. ‌ If upon an Operating M&R Period Termination the Province elects a Termination Payment under this Section 18.6, or if by Section 18.4 or Section 18.5(e) or (g) is deemed to have elected a Termination Payment under this Section 18.6, then the following provisions shall apply: (a) the Province and the Contractor shall seek to arrive at agreement on the fair market value of the Contractor’s rights and obligations under this Agreement, calculated: (i) as of the date of the Operating M&R Period Termination and as if this Agreement had not been terminated and no Termination Event had occurred or was imminent; (ii) on the assumption that the purchaser would be responsible for curing any existing default (or, in the case of an “Incurable Default” as defined in Section 16.7, taking the remedial action contemplated by Section 16.8(n)(iii16.8(o)(iii)) by the Contractor under this Agreement; (iii) on the assumption of a willing and qualified purchaser and the Contractor as a willing vendor; and (iv) having regard to the future Payments expected for the duration of the Term, the costs of curing or taking required remedial action in respect of any existing default, and the projected costs of carrying out all obligations during the O&M M&R Period without incurring Payment Adjustments, including a reasonable allowance for contingencies; (b) if the Province and the Contractor have not within 30 days after the election (or deemed election) arrived at agreement under clause (a), then the fair market value of the Contractor’s rights and obligations under this Agreement shall be determined by the Dispute Resolution Procedure, applying the same assumptions as set out in clause (a); and (c) upon the fair market value of the Contractor’s rights and obligations under this Agreement being determined under clause (a) or clause (b), the Province shall pay to the Contractor as a Termination Payment an amount consisting of the fair market value so determined, less: (i) the Province’s reasonable costs reasonably incurred of calculating the fair market value; and (ii) the Province’s reasonable costs, or the Province’s reasonable pre- estimate thereof, of selecting and entering into a new agreement with a new provider of services in lieu of the Contractor’s performance of the O&M M&R under this Agreement.

Payment of Fair Market Value. If upon an Operating Period Termination the Province elects a Termination Payment under this Section 18.6, or if by Section 18.4 or Section 18.5(e) or (g) is deemed to have elected a Termination Payment under this Section 18.6, then the following provisions shall apply: (a) the Province and the Contractor shall seek to arrive at agreement on the fair market value of the Contractor’s rights and obligations under this Agreement, calculated: (i) as of the date of the Operating Period Termination and as if this Agreement had not been terminated and no Termination Event had occurred or was imminent; (ii) on the assumption that the purchaser would be responsible for curing any existing default (or, in the case of an “Incurable Defaultdefault” as defined in Section 16.7, taking the remedial action contemplated by Section 16.8(n)(iii)) by the Contractor under this Agreement); (iii) on the assumption of a willing and qualified purchaser and the Contractor as a willing vendor; and (iv) having regard to the future Payments expected for the duration of the Term, the costs of curing or taking required remedial action in respect of any an existing default, and the projected costs of carrying out the O&M without incurring Payment Adjustments, including and a reasonable allowance for contingenciesrisk margin; (b) if the Province and the Contractor have not within 30 days after the election (or deemed election) arrived at agreement under clause (a), then the fair market value of the Contractor’s rights and obligations under this Agreement shall be determined by the Dispute Resolution Procedure, applying the same assumptions as set out in clause (a); and (c) upon the fair market value of the Contractor’s rights and obligations under this Agreement being determined under clause (a) or clause (b), the Province shall pay to the Contractor as a Termination Payment an amount consisting of the fair market value so determined, less: (i) the Province’s reasonable costs reasonably incurred of calculating the fair market value; and (ii) the Province’s reasonable costs, or the Province’s reasonable pre- estimate thereof, of selecting and entering into a new agreement with a new provider of services in lieu of the Contractor’s performance of the O&M under this Agreement.

Payment of Fair Market Value. If upon an Operating Period Termination the Province elects a Termination Payment under this Section 18.6, or if by Section 18.4 or Section 18.5(e) or (g) is deemed to have elected a Termination Payment under this Section 18.6, then the following provisions shall apply: (a) the Province and the Contractor shall seek to arrive at agreement on the fair market value of the Contractor’s rights and obligations under this Agreement, calculated: (i) as of the date of the Operating Period Termination and as if this Agreement had not been terminated and no Termination Event had occurred or was imminent; (ii) on the assumption that the purchaser would be responsible for curing any existing default (or, in the case of an “Incurable Defaultdefault” as defined in Section 16.7, taking the remedial action contemplated by Section 16.8(n)(iii)) by the Contractor under this Agreement; (iii) on the assumption of a willing and qualified purchaser and the Contractor as a willing vendor; and (iv) having regard to the future Payments expected for the duration of the Term, the costs of curing or taking required remedial action in respect of any existing default, and the projected costs of carrying out the O&M without incurring Payment Adjustments, including a reasonable allowance for contingencies; (b) if the Province and the Contractor have not within 30 days after the election (or deemed election) arrived at agreement under clause (a), then the fair market value of the Contractor’s rights and obligations under this Agreement shall be determined by the Dispute Resolution Procedure, applying the same assumptions as set out in clause (a); and (c) upon the fair market value of the Contractor’s rights and obligations under this Agreement being determined under clause (a) or clause (b), the Province shall pay to the Contractor as a Termination Payment an amount consisting of the fair market value so determined, less: (i) the Province’s reasonable costs reasonably incurred of calculating the fair market value; and (ii) the Province’s reasonable costs, or the Province’s reasonable pre- estimate thereof, of selecting and entering into a new agreement with a new provider of services in lieu of the Contractor’s performance of the O&M under this Agreement. [NOTE TO DRAFT RE: SECTIONS 18.7 & 18.8: The Preferred Proponent may, within 7 days of being notified that it is the Preferred Proponent, elect in lieu of the following Sections 18.7 and 18.8 the replacement Sections numbered below for identification as 18.7A and 18.8A that follow Sections 18.7 and 18.8 below; failing which election within such 7 day period, Sections 18.7 and 18.8 shall apply.]