Seller Termination Payment definition

Seller Termination Payment has the meaning set forth in Section 11.8(b).

Seller Termination Payment means the Seller Material Permit Termination Payment or the Seller Early Termination Payment.

Seller Termination Payment means the amount payable by the Seller to the Buyer pursuant to section 10.5, as may be reduced in the circumstances described in section 10.6.

Examples of Seller Termination Payment in a sentence

• The Seller Termination Payment shall be paid by Buyer to Seller within 20 days of Buyer’s receipt of Seller’s invoice thereof.

• If the Non-Defaulting Party establishes an Early Termination Date pursuant to this Article 11 and the Non- Defaulting Party is the Buyer, then Seller shall owe the Seller Termination Payment to Buyer.

• If a Seller Early Termination Date occurs, the Seller shall in good faith calculate its damages, including its attorneys' fees, resulting from the termination of the terminated Transaction (the "Seller Termination Payment").

• Nothing herein shall require that Buyer actually execute any such replacement contract prior to the payment by Seller of the Seller Termination Payment in accordance with this Appendix E.

• The Seller Termination Payment shall be calculated in accordance with this Section 5b above.

• The Seller Termination Payment determined under this Section 11(b)(iii) cannot be less than zero.

• Upon termination pursuant to this Section 11(b)(iv), Purchaser shall pay to Seller an amount equal to the sum of (1) the applicable amount set forth in the Purchaser Termination Payment Schedule of Section 6 of Exhibit 1, and (2) any other amounts previously accrued under this Agreement and then owed by Purchaser to Seller (collectively, the “Purchaser Termination Payment” and, together with the Seller Termination Payment, the “Termination Payment”).

• Buyer maintains the duty to mitigate damages to Seller by using Commercially Reasonable Efforts to find a comparable power contract, and in all events any Seller Termination Payment shall be reduced by the value of such comparable power contract to Buyer.

• Within fourteen (14) days following the termination of the Purchase Agreement, Seller shall make an initial calculation of the Seller Termination Payment, Buyer Termination Payment and/or Total Loss Payment and give written notice of such initial calculations to Buyer.

• Each of the Seller Termination Payment, Buyer Termination Payment and/or Total Loss Payment, as applicable, shall be payable within thirty (30) days of the receipt by the Party required to make such payment of the invoice setting forth such Seller Termination Payment, Buyer Termination Payment and/or Total Loss Payment or, if later, within ten (10) days of receipt of the insurance proceeds included within such payment from the Party entitled to the same as set forth hereunder.

More Definitions of Seller Termination Payment

Seller Termination Payment means an amount not to exceed the then present value (discounted at the prevailing prime rate of interest as published in the Wall Street Journal on the day preceding the date of determination) of the cash flow equal to the product of: (A) the Rate Difference, multiplied by: (B) the number of days remaining in the Term as to each Contract Year times the Annual Guaranteed Electric Output in each such remaining Contract Year.

Seller Termination Payment means the sum of (a) the difference between (i) the Contract Value and (ii) the net present value of the payments that can reasonably be expected to be applicable in the market under a replacement contract covering the same products (i.e., Energy Output) calculated using a discount factor equal to the latest weighted average cost of capital as reported in the then-most recent NMPRC Rule 510 Annual Reporting filing, plus (b) Seller's Costs. Any such calculations will be based on reasonable assumptions as to future Project operations, differences between a replacement contract and this PPA, and similar considerations. Seller shall not have to enter into a replacement contract to establish the foregoing calculations. The Seller Termination Payment does not include consequential incidental, punitive, exemplary or indirect or business interruption damages. To the extent the total value of the calculation in subpart (a) above is negative, the resulting value to be used in subpart (a) will be zero.

Seller Termination Payment means the sum of (a) the difference between (i) the Contract Value and (ii) the net present value of the payments that can reasonably be expected to be applicable in the market under a replacement contract covering the same products (i.e., Solar Energy Output) calculated using a discount factor equal to the latest weighted average cost of capital as reported in the then-most recent NMPRC Rule 510 Annual Reporting filing, plus (b) Seller’s Costs, plus (c) if the PPA is terminated by Seller under Article 12 during the first six (6) years after the Commercial Operation Date, the actual lost value of any previously realized Tax Benefits not recoverable under a replacement contract, including those subject to recapture. Any such calculations will be based on reasonable assumptions as to future Project operations, differences between a replacement contract and this PPA, and similar considerations. Seller shall not have to enter into a replacement contract to establish the foregoing calculations. The Seller Termination Payment shall not include consequential incidental, punitive, exemplary or indirect or business interruption damages which for the avoidance of doubt do not include the actual lost value of previously realized Tax Benefits specified in subpart (c) which Tax Benefits the Parties agree shall be deemed direct, actual damages for purposes hereunder. To the extent the total value of the calculation in subpart (a) above is negative, the resulting value to be used in subpart (a) will be zero.