Owner Termination Payment definition

Owner Termination Payment means, if Owner is the defaulting Party (a) prior to the Commercial Operation Date, an amount equal to the Owner Security together with any Credit Support held by Distribution Company pursuant to Section 4.1(c), and (b) on or after the Commercial Operation Date (i) in the event that HQUS timely exercises its right to purchase or assume control of the NECEC Transmission Line and assume Owner’s obligations under the Agreement pursuant to Section 14.7 of the HQUS TSA, the amount of any damages (including for the avoidance of doubt any lost profit) incurred by Distribution Company as a result of the Owner Default and (ii) otherwise an amount, if positive, calculated according to the following formula: (x) the present value, discounted at the Discount Rate, for each month remaining in the Services Term (as defined in the PPA), of (A) the amount, if, any, by which the forward market price of Energy and Environmental Attributes (both as defined in the PPA), as determined by the average of the quotes of at least two nationally recognized energy consulting firms or brokers chosen by Distribution Company, for Replacement Energy and Replacement Environmental Attributes, (both as defined in the PPA) exceeds the applicable Price (as defined in the PPA) that would have been paid pursuant to Exhibit D of the PPA, multiplied by (B) the amount of Guaranteed Qualified Clean Energy (as defined in the PPA) as provided in Exhibit B of the PPA; provided that, if Distribution Company receives a Termination Payment (as defined in the PPA) pursuant to Section 9.3 of the PPA, (other than any such Termination Payment received pursuant to Section 9.3(b)(iii) of the PPA), the Owner Termination Payment shall equal zero.
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Owner Termination Payment means (a) if prior to the Commercial Operation Date, (i) liquidated damages in an amount equal to the Proportionate Share multiplied by fifty percent (50%) of all costs prudently incurred by TransÉnergie as of the termination date in connection with the development and construction of the Québec Line, and (ii) if the PPA has also been terminated pursuant to Section 9.2(b) thereof or, if due to a default by Owner under the Distribution Company TSA, Section 9.2(c) of the PPA, an amount equal to any Fixed Credit Support or (b) if on or after the Commercial Operation Date, an amount equal to the amounts paid by Purchaser to Distribution Company under the PPA (including any amounts drawn on any Credit Support provided by Purchaser under the PPA), arising out of or in connection with the Owner Default and termination of this Agreement. For the avoidance of doubt, the amounts described in the foregoing clause (b) shall be without duplication of any amounts paid by Owner to Distribution Company under the Distribution Company TSA in satisfaction of any liabilities to Distribution Company under the PPA. For purposes of calculating the Owner Termination Payment, the denominator in “Proportionate Share” shall be 1,200 MW.
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Owner Termination Payment means, (a) if prior to the Commercial Operation Date, liquidated damages in an amount equal to the Proportionate Share multiplied by fifty percent (50%) of all costs prudently incurred by TransÉnergie as of the termination date in connection with the development and construction of the Québec Line or (b) if on or after the Commercial Operation Date, an amount equal to Sixty Million Dollars ($60,000,000). For the avoidance of doubt, the amounts described in the foregoing clause (b) shall be without duplication of any amounts paid by Owner to RFP Sponsors under the RFP Sponsor TSAs in satisfaction of any liabilities to RFP Sponsors under the PPAs.
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Examples of Owner Termination Payment in a sentence

  • Neither Purchaser nor its Affiliates shall be entitled to recover from Owner any losses, damages, costs or expenses related to the Québec Line or arising under the TransÉnergie OATT, except to the extent included in (a) an Owner Termination Payment, or (b) any damages paid pursuant to Section 4.4.1(a), Section 4.4.1(c), or Section 4.4.3.

  • If such Array Loss has been caused by Owner, Owner shall be obligated to pay the Owner Termination Payment for that contract year as specified in Exhibit D-2.

  • Neither Purchaser nor its Affiliates shall be entitled to recover from Owner any losses, damages, costs or expenses related to the Québec Line or arising under the TransÉnergie OATT, except to the extent included in (a) an Owner Termination Payment, or (b) any damages paid pursuant to Section 4.4.1(a) or Section 4.4.1(c).

  • If such Array Loss has been caused by Owner, Owner shall be obligated to pay the Owner Termination Payment for that Contract Year as specified in Exhibit D-2.


More Definitions of Owner Termination Payment

Owner Termination Payment means a payment from Owner to User for events of an incurable Default.
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Related to Owner Termination Payment

  • Termination Payment has the meaning set forth in Section 6.03.

  • Lease Termination Payments means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Termination Payment Date means the date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest.

  • Estimated Swap Termination Payment means, with respect to an Early Termination Date, an amount determined by Party A in good faith and in a commercially reasonable manner as the maximum payment that could be owed by Party B to Party A in respect of such Early Termination Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account then current market conditions.

  • Termination Payments has the meaning specified in Section 10(a).

  • Early Termination Payment is defined in Section 4.3(b) of this Agreement.

  • Servicer Termination Notice Defined in Section 6.15.

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.

  • Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Defaulted Swap Termination Payment Any Swap Termination Payment required to be paid by the Trust to the Swap Provider pursuant to the Interest Rate Swap Agreement as a result of an Event of Default (as defined in the Interest Rate Swap Agreement) with respect to which the Swap Provider is the defaulting party or a Termination Event (as defined in the Interest Rate Swap Agreement) (other than Illegality or a Tax Event that is not a Tax Event Upon Merger (each as defined in the Interest Rate Swap Agreement )) with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement).

  • Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;

  • Servicer Termination Test With respect to any Distribution Date, the Servicer will fail the Servicer Termination Test if the Realized Loss Percentage for the Mortgage Loans exceeds the applicable percentages set forth below with respect to such Distribution Date: January 2006 through December 2007 2.75% January 2008 through December 2008 3.25% January 2009 through December 2009 3.75% January 2010 and thereafter 4.50%

  • Event of Servicer Termination With respect to the Servicing Agreement, a Servicing Default as defined in Section 6.01 of the Servicing Agreement.

  • Termination Amount has the meaning set forth in Section 7.02(a).

  • Loan Termination Date means the earliest to occur of the following: (a) November , 2009, (b) the date the Obligations are accelerated pursuant to this Agreement or the Revolving Note and (c) the date the Bank has received (i) notice in writing from the Borrower of the Borrower’s election to terminate this Agreement or the Revolving Note or (ii) indefeasible payment in full of the Obligations.

  • Backup Servicer Termination Notice has the meaning given to such term in Section 8.04.

  • Final Termination Date means the last date of the final year in which the Applicant is required to Maintain Viable Presence and as further identified in Section 2.3.E of this Agreement.

  • Purchase Termination Date means the date upon which the Transferor shall cease, for any reason whatsoever, to make purchases of Receivables from the Seller under the Receivables Purchase Agreement or the Receivables Purchase Agreement shall terminate for any reason whatsoever.

  • Swap Termination Event means any event defined as a “Swap Termination Event” in the Interest Rate Swap Agreement.

  • Accretion Termination Date As defined in the Series Supplement.

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Agreement Termination Date is defined in Section 7.4.