Common use of Right to Close Out Transactions Clause in Contracts

Right to Close Out Transactions. Upon an Event of Default, the non-defaulting Party shall (in addition to any other rights or remedies available to it, whether at law or in equity, by contract or otherwise) have the right, upon twenty four (24) hours notice to the defaulting Party to liquidate and terminate any or all transactions then outstanding between the Parties (except to the extent that in the good faith opinion of the non-defaulting Party certain of such transactions may not be closed out and liquidated under applicable law) at any time and from time to time. No such notice shall be required with respect to termination pursuant to Section 8.2. The non-defaulting Party shall then calculate, in a commercially reasonable manner, a Settlement Amount (as defined below) for each transaction as of the time of its termination or as soon thereafter as is reasonably practicable and shall net such Settlement Amounts in the manner provided for below. The Settlement Amount shall be due to or from the non-defaulting Party as appropriate. In calculating a Settlement Amount, the non-defaulting Party shall discount to present value (in * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. a commercially reasonable manner based on rates for the applicable period) any amount which would otherwise have been due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation. The non-defaulting Party shall set off (i) all such Settlement Amounts that are due to the defaulting Party, plus any margin then held by the non-defaulting Party, plus (at the non-defaulting Party’s election) any or all other amounts due to the defaulting Party under this Agreement, against (ii) all such Settlement Amounts that are due to the non-defaulting Party, plus (at the non-defaulting Party’s election) any or all other amounts due to the non-defaulting Party under this Agreement or otherwise, so that all such amounts shall be netted to a single liquidated amount (“Net Settlement Amount”) payable by one Party to the other. The Party with the Net Settlement Amount shall pay such amount to the other Party within one (1) business day of demand therefor. If an Event of Default occurs, the non-defaulting Party (at its election) may set off any or all amounts which the defaulting Party owes to it (whether under this Agreement or otherwise and whether or not then due) against any or all amounts which it owes to the defaulting Party (whether under this Agreement or otherwise and whether or not then due), provided that any amount not then due which is included in such setoff shall be discounted to present value as at the time of setoff (to take account of the period between the date of setoff and the date on which such amount would have otherwise been due).

Right to Close Out Transactions. Upon an Event of Default, the non-defaulting Party shall (in addition to any other rights or remedies available to it, whether at law or in equity, by contract or otherwise) have the right, upon twenty four (24) hours notice to the defaulting Party to liquidate and terminate any or all transactions then outstanding between the Parties (except to the extent that in the good faith opinion of the non-defaulting Party certain of such transactions may not be closed out and liquidated under applicable law) at any time and from time to time. No such notice shall be required with respect to termination pursuant to Section 8.2. The non-defaulting Party shall then calculate, in a commercially reasonable manner, a Settlement Amount (as defined below) for each transaction as of the time of its termination or as soon thereafter as is reasonably practicable and shall net such Settlement Amounts in the manner provided for below. The Settlement Amount shall be due to or from the non-defaulting Party as appropriate. In calculating a Settlement Amount, the non-defaulting Party shall discount to present value (in * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. a commercially reasonable manner based on rates for the applicable period) any amount which would otherwise have been due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation. The non-defaulting Party shall set off (i) all such Settlement Amounts that are due to the defaulting Party, plus any margin then held by the non-defaulting Party, plus (at the non-non- defaulting Party’s election) any or all other amounts due to the defaulting Party under this Agreement, against (ii) all such Settlement Amounts that are due to the non-defaulting Party, plus (at the non-defaulting Party’s election) any or all other amounts due to the non-defaulting Party under this Agreement or otherwise, so that all such amounts shall be netted to a single liquidated amount (“Net Settlement Amount”) payable by one Party to the other. The Party with the Net Settlement Amount shall pay such amount to the other Party within one (1) business day of demand therefor. If an Event of Default occurs, the non-defaulting Party (at its election) may set off any or all amounts which the defaulting Party owes to it (whether under this Agreement or otherwise and whether or not then due) against any or all amounts which it owes to the defaulting Party (whether under this Agreement or otherwise and whether or not then due), provided that any amount not then due which is included in such setoff shall be discounted to present value as at the time of setoff (to take account of the period between the date of setoff and the date on which such amount would have otherwise been due).

Right to Close Out Transactions. Upon an Event of Default, the non-defaulting Party shall (in addition to any other rights or remedies available to it, whether at law or in equity, by contract or otherwise) have the right, upon twenty four (24) hours hours’ notice to the defaulting Party to liquidate and terminate any or all transactions then outstanding between the Parties (except to the extent that in the good faith opinion of the non-defaulting Party certain of such transactions may not be closed out and liquidated under applicable law) at any time and from time to time. No such notice shall be required with respect to termination pursuant to Section 8.29.2. The non-defaulting Party shall then calculate, in a commercially reasonable manner, a Settlement Amount (as defined below) for each transaction as of the time of its termination or as soon thereafter as is reasonably practicable and shall net such Settlement Amounts in the manner provided for below. The Settlement Amount shall be due to or from the non-defaulting Party as appropriate. In calculating a Settlement Amount, the non-defaulting Party shall discount to present value (in * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. a commercially reasonable manner based on rates for the applicable period) any amount which would otherwise have been due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation. The non-defaulting Party shall set off (i) all such Settlement Amounts that are due to the defaulting Party, plus any margin then held by the non-defaulting Party, plus (at the non-defaulting Party’s election) any or all other amounts due to the defaulting Party under this Agreement, against (ii) all such Settlement Amounts that are due to the non-defaulting Party, plus (at the non-defaulting Party’s election) any or all other amounts due to the non-defaulting Party under this Agreement or otherwise, so that all such amounts shall be netted to a single liquidated amount (“Net Settlement Amount”) payable by one Party to the other. The Party with the Net Settlement Amount shall pay such amount to the other Party within one (1) business day of demand therefor. If an Event of Default occurs, the non-defaulting Party (at its election) may set off any or all amounts which the defaulting Party owes to it (whether under this Agreement or otherwise and whether or not then due) against any or all amounts which it owes to the defaulting Party (whether under this Agreement or otherwise and whether or not then due), provided that any amount not then due which is included in such setoff shall be discounted to present value as at the time of setoff (to take account of the period between the date of setoff and the date on which such amount would have otherwise been due).

Right to Close Out Transactions. Upon an Event of Default, the non-defaulting Party shall (in addition to any other rights or remedies available to it, whether at law or in equity, by contract or otherwise) have the right, upon twenty four (24) hours notice to the defaulting Party to liquidate and terminate any or all transactions then outstanding between the Parties (except to the extent that in the good faith opinion of the non-defaulting Party certain of such transactions may not be closed out and liquidated under applicable law) at any time and from time to time. No such notice shall be required with respect to termination pursuant to Section 8.2. The non-defaulting Party shall then calculate, in a commercially reasonable manner, a Settlement Amount (as defined below) for each transaction as of the time of its termination or as soon thereafter as is reasonably practicable and shall net such Settlement Amounts in the manner provided for below. The Settlement Amount shall be due to or from the non-defaulting Party as appropriate. In calculating a Settlement Amount, the non-defaulting Party shall discount to present value (in * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. a commercially reasonable manner based on rates for the applicable period) any amount which would otherwise have been due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation. The non-defaulting Party shall set off (i) all such Settlement Amounts that are due to the defaulting Party, plus any margin then held by the non-defaulting Party, plus (at the non-defaulting Party’s election) any or all other amounts due to the defaulting Party under this Agreement, against (ii) all such Settlement Amounts that are due to the non-defaulting Party, plus (at the non-defaulting Party’s election) any or all other amounts due to the non-defaulting Party under this Agreement or otherwise, so that all such amounts shall be netted to a single liquidated amount (“Net Settlement Amount”) payable by one Party to the other. The Party with the Net Settlement Amount shall pay such amount to the other Party within one (1) business day of demand therefor. If an Event of Default occurs, the non-defaulting Party (at its election) may set off any or all amounts which the defaulting Party owes to it (whether under this Agreement or otherwise and whether or not then due) against any or all amounts which it owes to the defaulting Party (whether under this Agreement or otherwise and whether or not then due), provided that any amount not then due which is included in such setoff shall be discounted to present value as at the time of setoff (to take account of the period between the date of setoff and the date on which such amount would have otherwise been due).

Right to Close Out Transactions. Upon an Event of Default, the non-defaulting Party shall (in addition to any other rights or remedies available to it, whether at law or in equity, by contract or otherwise) have the right, upon twenty four (24) hours hours’ notice to the defaulting Party to liquidate and terminate any or all transactions then outstanding between the Parties (except to the extent that in the good faith opinion of the non-defaulting Party certain of such transactions may not be closed out and liquidated under applicable law) at any time and from time to time. No such notice shall be required with respect to termination pursuant to Section 8.28.1.2. The non-defaulting Party shall then calculate, in a commercially reasonable manner, a Settlement Amount (as defined below) for each transaction as of the time of its termination or as soon thereafter as is reasonably practicable and shall net such Settlement Amounts in the manner provided for below. The Settlement Amount shall be due to or from the non-defaulting Party as appropriate. In calculating a Settlement Amount, the non-defaulting Party shall discount to present value (in * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. a commercially reasonable manner based on rates for the applicable period) any amount which would otherwise have been due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation. The non-defaulting Party shall set off (i) all such Settlement Amounts that are due to the defaulting Party, plus any margin then held by the non-defaulting Party, plus (at the non-defaulting Party’s election) any or all other amounts due to the defaulting Party under this Agreement, against (ii) all such Settlement Amounts that are due to the non-defaulting Party, plus (at the non-defaulting Party’s election) any or all other amounts due to the non-defaulting Party under this Agreement or otherwise, so that all such amounts shall be netted to a single liquidated amount (“Net Settlement Amount”) payable by one Party to the other. The Party with the Net Settlement Amount shall pay such amount to the other Party within one (1) business day of demand therefor. If an Event of Default occurs, the non-defaulting Party (at its election) may set off any or all amounts which the defaulting Party owes to it (whether under this Agreement or otherwise and whether or not then due) against any or all amounts which it owes to the defaulting Party (whether under this Agreement or otherwise and whether or not then due), provided that any amount not then due which is included in such setoff shall be discounted to present value as at the time of setoff (to take account of the period between the date of setoff and the date on which such amount would have otherwise been due).