Termination Amount. The Terminating Party shall calculate the Termination Amount to be paid by the other Party in accordance with § 18.3 (Termination for Material Reasons) and § 18.4 (Automatic Termination) by in accordance with this § 19.
Termination Amount. Notwithstanding any provision hereof to the contrary, in the event the aggregate adjustments for Title Defects pursuant to this Article 10 and for Environmental Defects pursuant to Article 11 amount to twenty percent (20%) or more of the Adjusted Purchase Price (the "Termination Amount"), either Party shall have the option to terminate this Agreement, without any liability, upon written notice to the other Party.
Termination Amount. The Terminating Party shall calculate an amount (the "Termination Amount") to be paid in accordance with § 10.3 (Termination for Material Reasons) and § 10.4 (Automatic Termination) by calculating the sum (whether positive or negative) of all Settlement Amounts for all Individual Contracts and taking account of any or all other amounts payable between the Parties under or in connection with the Agreement. If the Termination Amount is negative, an amount equal to the absolute value of the Termination Amount shall be payable to the Terminating Party by the other Party. If the Termination Amount is positive, an amount equal to the Termination Amount shall be payable by the Terminating Party to the other Party.
Termination Amount. (a) The “Termination Amount” shall equal:
(i) the Termination Date Purchase Value, which is the aggregate amount payable to Xxxx under the Step-Out Inventory Sales Agreement, plus
(ii) all unpaid amounts payable hereunder by the Company to Xxxx in respect of Crude Oil delivered on or prior to the Termination Date (including Deferred Interim Payment Amount), plus
(iii) all Ancillary Costs incurred through the Termination Date that have not yet been paid or reimbursed by the Company, plus
(iv) in the case of an early termination, the amount reasonably determined by Xxxx as the breakage costs it incurred in connection with the termination, unwinding or redeploying of all Related Xxxxxx as a result of such early termination, plus
(v) the aggregate amount due under Section 10.2(a), calculated as of the Termination Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement; provided that, if such amount under Section 10.2(a) is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) is due to the Company, then such amount will be included in this Termination Amount as a negative number, plus
(vi) any unpaid portion of the Annual Fee or other fees owed to Xxxx pursuant to Section 10.3, plus
(vii) any FIFO Balance Final Settlement that is determined to be due pursuant to Schedule N; provided that, if such FIFO Balance Final Settlement is due to Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) would be due to the Company, then such amount will be included in this Termination Amount as a negative number; minus
(viii) all unpaid amounts payable hereunder by Xxxx to the Company in respect of Product delivered on or prior to the Termination Date, and
(ix) all amounts due from Xxxx to the Company under the Marketing and Sales Agreement for services provided up to the Termination Date. All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due from the Company to Xxxx and if it is a negative number, the absolute value thereof shall be due from Xxxx to the Company.
(b) The Parties acknowledge that one or more of the components of the Termination Amount will not be able to be definitively determined by the Termination ...
Termination Amount. (1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees if a Company Termination Amount Event occurs, the Company shall pay to the Purchaser the Termination Amount in accordance with Section 8.2(2) as proceeds of disposition of the Purchaser’s rights under this Agreement. For the purposes of this Agreement:
Termination Amount. (a) The Customer acknowledges that the Termination Amount:
(i) is intended to represent a genuine and reasonable assessment of the loss of future profit, increased average operating costs, proportionate share of ongoing fixed costs and decommissioning costs likely to be incurred by the Scheme Owner for the Distribution Network having regard to the quantities of water supplied and the persons supplied from the Distribution Network; and
(ii) protects a legitimate commercial interest of the Scheme Owner for the occurrence of the circumstances in which the Termination Amount becomes payable.
(b) The Scheme Owner reserves the right to undertake a formal assessment of the Termination Amount, at the cost of the Customer.
Termination Amount. Where the Buyer is the Terminating Party, the following shall apply to the Buyer: [specify one option] [ ] § 19.2 (Mark-to-Market Termination Amount); or [ ] § 19.4 (Alternative Termination Amount) as follows: Where the Seller is the Terminating Party, the following shall apply to the Seller: [specify one option] [ ] § 19.2 (Mark-to-Market Termination Amount); [ ] § 19.3 (Outstanding Debt Termination Amount); or [ ] § 19.4 (Alternative Termination Amount) as follows:
Termination Amount. The Customer acknowledges that the Termination Amount is intended to represent a reasonable assessment of the loss of future profit, increased average operating costs, proportionate share of ongoing fixed costs and decommissioning costs likely to be incurred by SunWater for the SunWater Works having regard to the quantities of water supplied and the persons supplied from the SunWater Works. SunWater reserves the right to undertake a formal assessment of the Termination Amount, at the cost of the Customer.
Termination Amount. (a) The Termination Amount shall equal (i) any unpaid amounts for Crude Oil that Coffeyville owes under this Agreement, plus (ii) any amounts that Coffeyville owes Supplier for the Fixed Supply Service Fee, plus (iii) to the extent not included in clauses (i) or (ii) above, any other amounts payable by Coffeyville under Section 7.3 or 8.1 above, plus (iv) any unpaid Net Carrying Cost, plus (v) any other amounts or adjustments that are owed by Coffeyville to Supplier under this Agreement, minus (vi) any other amounts or adjustments that are owed by Supplier to Coffeyville under this Agreement. All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due to Supplier and if it is a negative number, the absolute value thereof shall be due to Coffeyville.
(b) Supplier shall prepare and provide Coffeyville with a statement showing the calculation of the Termination Amount within five (5) Business Days from the Termination Date or, if such determination cannot be made in a commercially reasonable manner by Supplier within such 5 Business Day period, within such longer period so long as Supplier proceeds in a commercially reasonable manner to complete the determination and calculation of such Termination Amount.
(c) Coffeyville or Supplier, as the case may be, shall pay the Termination Amount to the other within one (1) Business Day after receiving Supplier’s calculation and all appropriate supporting documentation.
(d) Following the Termination Date, Supplier shall reasonably cooperate with Coffeyville, at Coffeyville’s expense, for the purpose of the reassignment of any agreements previously assigned to Supplier and the transfer to Coffeyville of any and all shipper rights of any type whatsoever related to the Pipeline System.
ARTICLE 19 INDEMNIFICATION 19.1 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement, Supplier shall defend, indemnify and hold harmless Coffeyville, its Affiliates, and their directors, officers, employees, representatives, agents and contractors for and against any Liabilities directly or indirectly arising out of (i) any breach by Supplier of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Supplier made herein or in connection herewith proving to be false or misleading, (ii) any failure by Su...
Termination Amount. If this Agreement is terminated by Licensor in accordance with Section 2.c of Addendum B for a breach or default by Licensee, Licensor shall reimburse Licensee a portion of the 99-Year Fee in any amount equal to the Prepaid License Fee Refund Amount specified in Schedule 1 to this Addendum applicable at the time that this Agreement is terminated (the “Termination Amount”); provided that Licensor may set off from the Termination Amount payable to Licensee all amounts owed to Licensor under this Agreement as of the date of termination and any and all damages, costs and expenses incurred or suffered by Licensor in connection with the enforcement of Licensee’s obligations under this Agreement or resulting from Licensee’s breach or default. Licensor’s payment of the Termination Amount (less any amounts set off as provided above) shall extinguish all of Licensee’s rights to a refund of any portion of the prepaid 99-Year Fee.
