Common use of Termination for New Tax Clause in Contracts

Termination for New Tax. Unless otherwise specified in the Election Sheet or in the terms of an Individual Contract, the provisions of this § 13.5 shall only apply in respect of an Individual Contract if the period from the date on which the Parties concluded such Individual Contract pursuant to § 3.1 (Conclusion of Individual Contracts) to the end of the Total Supply Period exceeds two (2) years. Where the provisions of this § 13.5 apply in respect of an Individual Contract and: (a) a New Tax is imposed on a Party ("Taxed Party") in respect of the Contract Quantity; (b) having used reasonable endeavours to do so, the Taxed Party is unable to contractually pass on the cost of the New Tax to the other Party or a third party; and (c) the total amount of the New Tax that would be payable in respect of the balance of the Certificates to be Delivered during the remainder of the Total Supply Period ("Remaining Contract Quantity"), unless otherwise specified in the Election Sheet, shall exceed five percent (5%) of the product of the Remaining Contract Quantity and the Contract Price, then the Taxed Party shall be entitled to terminate the Individual Contract, subject to the following conditions: (a) the Taxed Party must give the other Party ("Non-Taxed Party") at least five (5) Business Days' prior written notice ("Negotiation Period") of its intent to terminate the Individual Contract (and which notice shall be given no later than one hundred and eighty (180) calendar days after the later of the enactment, or the effective date of the relevant New Tax), and prior to the proposed termination date the Taxed Party and the Non-Taxed Party shall attempt to reach an agreement as to the sharing of the New Tax; (b) if such agreement is not reached, the Non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Negotiation Period, to pay the New Tax for any continuous period that it so elects on a calendar month to calendar month basis, and in such case the Taxed Party shall not have the right during such continuous period to terminate the Individual Contract on the basis of the New Tax; (c) should the Non-Taxed Party elect to pay the New Tax on a calendar month to calendar month basis, the Non-Taxed Party may elect to cease the payment of the New Tax upon giving five (5) Business Days' prior written notice to the Taxed Party of its election to cease payment of such New Tax, in which case the Non-Taxed Party shall indemnify the Taxed Party for the New Tax and related interest and penalties that may be incurred by the Taxed Party in respect of the period during which the Non-Taxed Party had elected to pay the New Tax and the Taxed Party shall again be subject to the provisions of this § 13.5 as if the New Tax had an effective date as of the date on which the Non-Taxed Party ceased payment of such New Tax; (d) if an agreement as to sharing a New Tax is not reached and the Non-Taxed Party does not elect to pay the New Tax for any period of time within the Negotiation Period, the Individual Contract affected shall be terminated on the expiry of the Negotiation Period; and (e) upon termination of the Individual Contract, the provisions of § 10 (Calculation of the Termination Amount) relating to the calculation and payment of the Termination Amount shall apply but only in respect of the Individual Contract(s) so terminated, and for these purposes: (i) the Non-Taxed Party shall be understood to be the Terminating Party for the calculation of the Termination Amount; and (ii) the effect (if any) of the relevant New Tax on the calculation of the Termination Amount (or any Settlement Amount) shall be expressly excluded.

Termination for New Tax. Unless otherwise specified in the Election Sheet or in the terms of an Individual Contract, the provisions of this § 13.5 shall only apply in respect of an Individual Contract if the period from the date on which the Parties concluded such Individual Contract pursuant to § 3.1 (Conclusion of Individual Contracts) to the end of the Total Supply Period exceeds two (2) years. Where the provisions of this § 13.5 apply in respect of an Individual Contract and: (a) a New Tax is imposed on a Party ("Taxed Party") in respect of the Contract Quantity; (b) having used reasonable endeavours to do so, the Taxed Party is unable to contractually pass on the cost of the New Tax to the other Party or a third party; and (c) the total amount of the New Tax that would be payable in respect of the balance of the Certificates to be Delivered during the remainder of the Total Supply Period ("Remaining Contract Quantity"), unless otherwise specified in the Election Sheet, shall exceed five percent (5%) of the product of the Remaining Contract Quantity and the Contract Price, then the Taxed Party shall be entitled to terminate the Individual Contract, subject to the following conditions: (a) the Taxed Party must give the other Party ("Non-Taxed Party") at least five (5) Business Days' prior written notice ("Negotiation Period") of its intent to terminate the Individual Contract (and which notice shall be given no later than one hundred and eighty (180) calendar days after the later of the enactment, or the effective date of the relevant New Tax), and prior to the proposed termination date the Taxed Party and the Non-Taxed Party shall attempt to reach an agreement as to the sharing of the New Tax; (b) if such agreement is not reached, the Non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Negotiation Period, to pay the New Tax for any continuous period that it so elects on a calendar month to calendar month basis, and in such case the Taxed Party shall not have the right during such continuous period to terminate the Individual Contract on the basis of the New Tax; (c) should the Non-Taxed Party elect to pay the New Tax on a calendar month to calendar month basis, the Non-Taxed Party may elect to cease the payment of the New Tax upon giving five (5) Business Days' prior written notice to the Taxed Party of its election to cease payment of such New Tax, in which case the Non-Taxed Party shall indemnify the Taxed Party for the New Tax and related interest and penalties that may be incurred by the Taxed Party in respect of the period during which the Non-Taxed Party had elected to pay the New Tax and the Taxed Party shall again be subject to the provisions of this § 13.5 as if the New Tax had an effective date as of the date on which the Non-Taxed Party ceased payment of such New Tax; (d) if an agreement as to sharing a New Tax is not reached and the Non-Taxed Party does not elect to pay the New Tax for any period of time within the Negotiation Period, the Individual Contract affected shall be terminated on the expiry of the Negotiation Period; and (e) upon termination of the Individual Contract, the provisions of § 10 (Calculation of the Termination Amount) relating to the calculation and payment of the Termination Amount shall apply but only in respect of the Individual Contract(s) so terminated, and for these purposesthesepurposes: (i) the Non-Taxed Party shall be understood to be the Terminating Party for the calculation of the Termination Amount; and (ii) the effect (if any) of the relevant New Tax on the calculation of the Termination Amount (or any Settlement Amount) shall be expressly excluded.