PREPA Right to Terminate for Convenience. At any time up until the Commercial Operation Date, if PREPA determines that it no longer needs the Grid Services to be provided by Resource Provider, PREPA may choose to cancel this Agreement by giving Resource Provider written notice of its decision to cancel. No cause need be cited or demonstrated by PREPA. If PREPA exercises its right to terminate this Agreement pursuant to this Section 15.4 after Resource Provider has commenced development activity on the GSDS for this Agreement, immediately upon receipt of such termination notice, Resource Provider shall cease all development activity and proceed to take such steps as may be necessary to mitigate the losses due to such termination. Resource Provider shall use commercially reasonable efforts to salvage the value of any equipment or materials purchased or contracts signed for the GSDS. Resource Provider shall consult PREPA in respect of all such mitigation efforts. After the completion of all such mitigation efforts, PREPA shall pay the costs incurred by Resource Provider in connection with its performance of this Agreement, including administrative and general overhead costs and demobilization costs, determined in accordance with GAAP principles consistently applied, plus an amount equal to eight (8) percent of those costs to account for loss of profit, plus the costs incurred as a direct result of the termination, less the value of any salvaged materials or equipment retained by Resource Provider, all of which costs and valuations are subject to PREPA’s prior approval, which PREPA shall not unreasonably withhold or delay. Payment will be made by PREPA within thirty (30) Days after such approval. If PREPA does not approve all amounts requested by Resource Provider as compensation for the termination and Resource Provider disagrees with that decision, such Dispute shall be resolved pursuant to Section 21.11 (Dispute Resolution).
