Seller Termination Payment definition

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.
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Seller Termination Payment means the Seller Material Permit Termination Payment or the Seller Early Termination Payment.
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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.
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Examples of Seller Termination Payment in a sentence

  • Additionally, any failure by the Seller to comply with its obligations in this section 4.2 resulting in the cancellation or suspension of a Permit or a Third Party Permit is a “material default” for the purposes of this EPA, and the Buyer may terminate this EPA under section 16.1(q) in addition to any other rights and remedies available to it under this EPA resulting from any such failure, cancellation or suspension, including the right to receive any Seller Termination Payment payable under section 16.5.

  • Additionally, any failure by the Seller to comply with its obligations in this section 4.2 resulting in the cancellation or suspension of a Material Permit is a “material default” for the purposes of this EPA, and the Buyer may terminate this EPA under section 15.1(q) in addition to any other rights and remedies available to it under this EPA resulting from any such failure, cancellation or suspension, including the right to receive any Seller Termination Payment payable under section 15.5.

  • Seller Termination Payment Regarding the proposal for a Seller Termination Payment under certain circumstances, we would note that Power Advisory’s Report contains an extensive discussion on the subject on pages 63-67.


More Definitions of Seller Termination Payment

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

  • Termination Payment Date means the earlier of the first Distribution Date following the liquidation or sale of the Receivables as a result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination Date.

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

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

  • 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.

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

  • Servicer Termination Notice Defined in Section 6.15.

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

  • 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.

  • 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;

  • 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;

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale 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.

  • 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).

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

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.

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

  • Down payment means all partial payments, whether made in cash or otherwise, received by or for the benefit of the seller before or substantially contemporaneous with either the execution of the installment sale contract or the delivery of the motor vehicle sold under that contract, whichever occurs later.

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Premium Termination Date With respect to the Series A Certificates, the scheduled maturity date of the Series A Certificates, with respect to the Series B Certificates, the scheduled maturity date of the Series B Certificates and with respect to the Series C Certificates, the scheduled maturity date of the Series C Certificates.

  • Loan Termination Date means the earliest to occur of the following: (i) as to the REVOLVING NOTES, November 1, 2012, as to the TERM NOTES, October 31, 2016, (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date ADMINISTRATIVE AGENT has received (a) notice in writing from BORROWER of BORROWER’s election to terminate this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.