Common use of Termination Payment Prior to Initial Delivery Date Clause in Contracts

Termination Payment Prior to Initial Delivery Date. If the Early Termination Date occurs before the Initial Delivery Date, then the Termination Payment shall be calculated in accordance with this Section 10.03(a). If Seller is the Defaulting Party, then the Termination Payment shall be owed to SCE and shall be equal to the entire Development Security amount and any interest accrued thereon. SCE shall be entitled to immediately retain for its own benefit those funds held as Development Security and any interest accrued thereon, and any amount of Development Security that Seller has not yet posted with SCE will be immediately due and payable by Seller to SCE. There will be no amounts owed to Seller. The Parties agree that SCE’s damages in the event of an Early Termination Date prior to the Initial Delivery Date caused by Seller’s default would be difficult or impossible to determine and that the damages set forth in this Section 10.03(a)(i) are a reasonable approximation of SCE’s harm or loss. If SCE is the Defaulting Party, then the Termination Payment shall be owed to Seller and shall equal the sum of the actual, documented and verifiable costs incurred by Seller between the Effective Date and the Early Termination Date in connection with the Project, less the fair market value (determined in a commercially reasonable manner) of (A) all Seller’s assets individually, or (B) the entire Project, whichever is greater, regardless of whether or not any Seller asset or the entire Project is actually sold or disposed of. There will be no amount owed to SCE. The Parties agree that Seller’s damages in the event of an Early Termination Date prior to the Initial Delivery Date caused by SCE’s default would be difficult or impossible to determine and that the damages set forth in this Section 10.03(a)(ii) are a reasonable approximation of Seller’s harm or loss.

Termination Payment Prior to Initial Delivery Date. If the Early Termination Date occurs before the Initial Delivery Date, then the Termination Payment shall be calculated in accordance with this Section 10.03(a3.04(a). If Seller is the Defaulting Party, then the Termination Payment shall be owed to SCE and shall be equal to the entire Development Delivery Date Security amount and any interest accrued thereonamount. SCE shall be entitled to immediately retain for its own benefit those funds held as Development Security and any interest accrued thereonDelivery Date Security, and any amount of Development Delivery Date Security that Seller has not yet posted with SCE will be immediately due and payable by Seller to SCE. There will be no amounts owed to Seller. The Parties agree that SCE’s damages in the event of an Early Termination Date prior to the Initial Delivery Date caused by Seller’s default would be difficult or impossible to determine and that the damages set forth in this Section 10.03(a)(i3.04(a)(i) are a reasonable approximation of SCE’s harm or loss. If SCE is the Defaulting Party, then the Termination Payment shall be owed to Seller and shall equal the sum of the actual, documented and verifiable costs incurred by Seller between the Effective Date and the Early Termination Date in connection with the Project, less the fair market value (determined in a commercially reasonable manner) of (A) all Sellerthe Project’s assets individually, or (B) the entire Project, whichever is greater, regardless of whether or not any Seller Project asset or the entire Project is actually sold or disposed of; provided, in no case shall such Termination Payment be greater than [SCE Note: $TBD]fifty percent (50%) of the present value (as of the Early Termination Date, and calculated using the Interest Rate as of the Early Termination Date) of the total expected Monthly Energy Capacity Payments for the entire Term under this Agreement assuming that (A) the Initial Delivery Date would have occurred on its Expected Initial Delivery Date, (B) Seller exercised its Energy Put Option for each and every Contract Year, and (C) the Monthly Energy Capacity Payments are not subject to any reduction, change or adjustment under Article Ten, or be less than zero dollars ($0). There will be no amount owed to SCE. The Parties agree that Seller’s damages in the event of an Early Termination Date prior to the Initial Delivery Date caused by SCE’s default would be difficult or impossible to determine and that the damages set forth in this Section 10.03(a)(ii3.04(a)(ii) are a reasonable approximation of Seller’s harm or loss.

Termination Payment Prior to Initial Delivery Date. If the Early Termination Date occurs before the Initial Delivery Date, then the Termination Payment shall be calculated in accordance with this Section 10.03(a3.04(a). If Seller is the Defaulting Party, then the Termination Payment shall be owed to SCE and shall be equal to the entire Development Delivery Date Security amount and any interest accrued thereonamount. SCE shall be entitled to immediately retain for its own benefit those funds held as Development Security and any interest accrued thereonDelivery Date Security, and any amount of Development Delivery Date Security that Seller has not yet posted with SCE will be immediately due and payable by Seller to SCE. There will be no amounts owed to Seller. The Parties agree that SCE’s damages in the event of an Early Termination Date prior to the Initial Delivery Date caused by Seller’s default would be difficult or impossible to determine and that the damages set forth in this Section 10.03(a)(i3.04(a)(i) are a reasonable approximation of SCE’s harm or loss. If SCE is the Defaulting Party, then the Termination Payment shall be owed to Seller and shall equal the sum of the actual, documented and verifiable costs incurred by Seller between the Effective Date and the Early Termination Date in connection with the Project, less the fair market value (determined in a commercially reasonable manner) of (A) all Sellerthe Project’s assets individually, or (B) the entire Project, whichever is greater, regardless of whether or not any Seller Project asset or the entire Project is actually sold or disposed of; provided, in no case shall such Termination Payment be greater than [SCE Note: $TBD] or be less than zero dollars ($0). There will be no amount owed to SCE. The Parties agree that Seller’s damages in the event of an Early Termination Date prior to the Initial Delivery Date caused by SCE’s default would be difficult or impossible to determine and that the damages set forth in this Section 10.03(a)(ii3.04(a)(ii) are a reasonable approximation of Seller’s harm or loss.