Common use of Wholesale Transaction Termination Payment Clause in Contracts

Wholesale Transaction Termination Payment. If the Wholesale Transactions are terminated then Gexa shall calculate the portion of the termination payment paid under each Wholesale Transaction attributable to Customer’s load. The termination payment under each Wholesale Transaction shall be calculated by subtracting the Wholesale Supplier’s actual cost for the portion of the Wholesale Transaction still outstanding for the remainder of the Term from the current market value of comparable electric energy futures contracts. Energy Manager, in its sole discretion, shall determine the current market value of a comparable electricity futures contract within three (3) business days of the termination of a Wholesale Transaction, and shall be either (i) the value of the Wholesale Transaction actually sold to a third-party market participant or (ii) a third-party market quote for a comparable electricity energy future contracts. Energy Manager shall sum Customer’s prorata share of each termination payment for each Wholesale Transaction attributable to Customer’s Load to determine a total Wholesale Transaction Termination Payment under this Agreement (the “Wholesale Transaction Termination Payment”). Customer or Gexa shall pay the Wholesale Transaction Termination Payment to the other, as appropriate, in the manner described below and without regard to who is a defaulting party. If the Wholesale Transaction Termination Payment is negative, Customer shall pay Gexa the Wholesale Transaction Termination Payment. If the Wholesale Transaction Termination Payment is positive, Gexa shall pay Customer the Wholesale Transaction Termination Payment. To the extent a termination payment due from Gexa to the Energy Manager is adjusted in Gexa’s account to reflect the full benefit of TCAP transacting with a replacement REP, Gexa shall make corresponding adjustments to the Wholesale Transaction Termination Payment on a pro-rata basis. Gexa shall remit a Wholesale Transaction Termination Payment due Customer, within 30 days of Gexa receiving the payment from the Energy Manager. Customer shall remit a Wholesale Transaction Termination Payment due Gexa within 30 days of Gexa’s invoice. Gexa shall use commercially reasonable efforts to collect Termination Payments from the Energy Manager that include amounts due Customer.

Wholesale Transaction Termination Payment. If at any time during the Wholesale Transactions are Term of this Agreement (a) this Agreement is terminated then Gexa shall calculate the portion of by Customer in connection with the termination payment paid under each Wholesale Transaction attributable to Customer’s load. The termination payment under each Wholesale Transaction shall be calculated by subtracting the Wholesale Supplier’s actual cost for the portion of the Wholesale Transaction still outstanding for the remainder as provided in Section D.1(e) of the Term from the current market value Terms and Conditions of comparable electric energy futures contracts. Energy ManagerService attached as Attachment A to this Agreement, or (b) service under this Agreement is continued as provided in its sole discretion, shall determine the current market value clause (b) of Section 5.3 notwithstanding a comparable electricity futures contract within three (3) business days termination of the termination of a Wholesale Transaction, then DE shall calculate and shall be either (i) the value of the Wholesale Transaction actually sold to a third-party market participant or (ii) a third-party market quote for a comparable electricity energy future contracts. Energy Manager shall sum Customer’s prorata share of each termination payment for each Wholesale Transaction attributable to Customer’s Load to determine a total Wholesale Transaction Termination Payment under this Agreement (the “Wholesale Transaction Termination Payment”). Customer or Gexa and DE shall pay the Wholesale Transaction Termination Payment to the other, as appropriate, appropriate in the manner described below and without regard to who is a defaulting party, the portion of the Termination Payment (as defined in the EEI Master Agreement) calculated and paid under the Wholesale Transaction that is allocable to Customer’s load under this Agreement (the “Wholesale Transaction Termination Payment”). If a Termination Payment is owed by EA to PMI under the Wholesale Transaction, Customer shall pay to DE the portion of such Termination Payment that is allocable to Customer’s load under this Agreement. If a Termination Payment is owed by PMI to EA under the Wholesale Transaction, DE shall pay to Customer the portion of such Termination Payment that is allocable to Customer’s load under this Agreement; provided, however, that if the termination of the Wholesale Agreement is as result of a default by PMI, DE’s obligation to pay the Wholesale Transaction Termination Payment shall be (i) conditioned upon EA’s receipt of the Termination Payment from PMI and (ii) shall be reduced pro-rata in the event that less than the full Termination Payment is negativereceived by EA. To the extent that the Termination Payment due from EA to PMI is adjusted to the account of EA to reflect the full benefit of TCAP’s entering into transactions with a replacement REP, the same adjustments shall be made on a pro-rata basis to the account of Customer shall pay Gexa with respect to the Wholesale Transaction Termination Payment. If The Wholesale Agreement Termination Payment shall be remitted by DEBS to Customer, as applicable, within 30 days of receipt thereof by EA, or by Customer within 30 days of DE’s invoice to Customer for same; provided, however, that to the extent that less than the full Wholesale Transaction Termination Payment is positivereceived by EA, Gexa shall pay Customer the Wholesale Transaction Termination Payment. To the extent a termination payment due from Gexa to the Energy Manager is adjusted in Gexa’s account to reflect the full benefit of TCAP transacting with a replacement REP, Gexa shall make corresponding adjustments to the Wholesale Transaction Termination Payment payments will be reduced on a pro-rata basisbasis with all other TCAP members. Gexa shall remit a Wholesale Transaction Termination Payment due Customer, within 30 days DE and EA agree to use reasonable commercial efforts in the collection of Gexa receiving the payment from the Energy Manager. Customer shall remit a Wholesale Transaction Termination Payment due Gexa within 30 days of Gexa’s invoice. Gexa shall use commercially reasonable efforts to collect Termination Payments from the Energy Manager that include amounts due CustomerPMI to be passed through to TCAP.