Calculation of Settlement Amount Clause Samples

Calculation of Settlement Amount. Except as otherwise set forth in this Agreement, in the Event of Default with respect to Buyer as the “Defaulting Party”, the following shall occur:

Calculation of Settlement Amount. Except as otherwise set forth in this Agreement, the Non-Defaulting Party will calculate a Settlement Amount as a single amount by netting out (a) all amounts that are due to the Defaulting Party for Product that has been Delivered and not yet paid for, plus, at the option of the Non-Defaulting Party, any cash, security or other Performance Assurance then available to the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non- Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts will be netted out to a single liquidated amount (the “Termination Payment”). If the Termination Payment is a positive amount, the Defaulting Party shall pay the Termination Payment to the Non-Defaulting Party. If the Termination Payment is a negative amount, there shall not be a Termination Payment and the Non-Defaulting Party shall not owe any amount to the Defaulting Party. The Termination Payment, if any, is due to the Non-Defaulting Party within two (2) Business Days following notice. For avoidance of doubt, the Non-Defaulting Party shall not owe any amount as Termination Payment to the Defaulting Party and payment of the Termination Payment shall only be from the Defaulting Party to the Non- Defaulting Party.

Calculation of Settlement Amount. Except as otherwise set forth in this Agreement, in the Event of Default with respect to Buyer as the “Defaulting Party”, the following shall occur: Buyer shall return Seller’s Performance Assurance held by ▇▇▇▇▇ and any unpaid RECs that are not eligible for payment by the date the Settlement Amount is due; Seller shall calculate a Settlement Amount as a single amount by subtracting: (a) any or all other amounts due to Buyer under this Agreement from (b) any or all other amounts due to Seller under this Agreement, so that all such amounts will be netted out to a single liquidated amount (the “Settlement Amount”); if the Settlement Amount is a positive amount that is due to Seller, Buyer shall pay the Settlement Amount to Seller; if the Settlement Amount is a negative amount, there shall not be a Settlement Amount and Seller shall not owe any amount to Buyer; and the Settlement Amount, if any, is due to Seller as the Non-Defaulting Party within two (2) Business Days following notice by Seller to Buyer pursuant to Section 10.3. Except as otherwise set forth in this Agreement, including Sections 3.2(i), 3.5(b), 3.5(c), 5.1(c) and 5.1(g), in the Event of Default with respect to Seller as the “Defaulting Party”, the following shall occur: Buyer shall calculate a Settlement Amount as the sum of the Collateral Requirement and the result obtained by subtracting: (a) any or all other amounts due to Seller under this Agreement from (b) any or all other amounts due to Buyer under this Agreement, so that all such amounts will be netted out to a single liquidated amount (the “Settlement Amount”); if the Settlement Amount is a positive amount that is due to Buyer, Seller shall pay the Settlement Amount to Buyer; if the Settlement Amount is a negative amount, there shall not be a Settlement Amount and Buyer shall not owe any amount to Seller; and the Settlement Amount, if any, is due to Buyer as the Non-Defaulting Party within two (2) Business Days following notice by Buyer to Seller pursuant to Section 10.3. Unless Seller pays the Settlement Amount in full during this two (2) Business Day period, Seller’s Performance Assurance held by Buyer shall be applied to the Settlement Amount, with any excess Performance Assurance Amount returned to Seller. For avoidance of doubt, the Non-Defaulting Party shall not owe any amount as Settlement Amount to the Defaulting Party and payment of the Settlement Amount shall only be from the Defaulting Party to the Non-Defaulting Party.

Calculation of Settlement Amount. If the Non-Defaulting Party designates an Early Termination Date, then the Non-Defaulting Party shall calculate the Termination Payment and the Settlement Amount, in a commercially reasonable manner. Gains and Losses for each Terminated Transaction shall be based upon the difference between the Contract Price of the remainder of the quantity of Product for the remainder of the Delivery Term, and the Market Price for the quantity of such Product; provided that for each Terminated Transaction for which Market Price cannot be determined or would not, in the reasonable belief of the Non-Defaulting Party, produce a commercially reasonable result, the Settlement Amount shall be an amount the Non-Defaulting Party reasonably determines in good faith to be its total Gains and Losses, including any loss of a bargain, with reference to such sources of information as reasonably determined appropriate by the Non-Defaulting Party, including firm or indicative quotations for replacement transactions from one or more third parties; relevant prevailing commercial term and credit support conditions; market data; and internal sources used in the regular course of business. In all cases the Gains and Losses shall be based upon replacement transactions (a) for the remaining quantity of Product not yet Delivered, (b) for Allowances with the same Vintage Year, and (c) for the remainder of the applicable Delivery Term. The Non-Defaulting Party shall not be required to enter into a replacement transaction or arrangement in order to determine Gains or Losses.

Calculation of Settlement Amount. Subject to any withholding obligations described in Section 6.3, as soon as administratively feasible following the first to occur of (a) each of the first three anniversaries of the Grant Date or (b) the date an Acceleration Event occurs (each such date, a “Computation Date”), and in no event later than 60 days following the applicable Computation Date, the Company shall, subject to Article V, pay to the Grantee the amount of cash equal to such vested portion of the Cash Award to the extent it has not yet been paid. Notwithstanding the foregoing or anything else in this Agreement to the contrary, if any payment hereunder is triggered by a Termination of Service of the Grantee (other than due to the Grantee’s death) and the Grantee is a “specified employee” (as such term is defined in Section 409A and using the identification methodology selected by the Company from time to time), the applicable portion of the Cash Award shall, subject to Article V and any withholding obligations described in Section 6.3, be paid to the Grantee, without interest, on the first day of the seventh month after such Termination of Service.

Calculation of Settlement Amount. Subject to any withholding obligations described in Section 6.3, as soon as administratively feasible following the first to occur of (a) [ ] of the Grant Date or (b) the date an Acceleration Event occurs (each such date, a “Computation Date”), and in no event later than 60 days following the applicable Computation Date, the Company shall, subject to Article V, pay to the Grantee the amount of cash equal to such vested portion of the Cash Award. Notwithstanding the foregoing or anything else in this Agreement to the contrary, if any payment hereunder is triggered by a Termination of Service of the Grantee (other than due to the Grantee’s death) and the Grantee is a “specified employee” (as such term is defined in Section 409A and using the identification methodology selected by the Company from time to time), the applicable portion of the Cash Award shall, subject to Article V and any withholding obligations described in Section 6.3, be paid to the Grantee, without interest, on the first day of the seventh month after such Termination of Service.

Calculation of Settlement Amount. Subject to any withholding obligations described in Section 6.3, as soon as administratively feasible (including obtaining any required Committee certifications) following the first to occur of: (a) the [ ] anniversary of the Grant Date; (b) Grantee’s death; (c) Grantee’s Disability; or (d) Grantee’s Termination of Service within two years following a Change in Control, provided that such Termination of Service is a “separation from service” within the meaning of Section 409A (each of the dates described in “(a)” through “(d)” a “Computation Date”), and in no event later than: (i) the last day of the calendar year in which the applicable Computation Date occurs, or (ii) if later, the 15th day of the third calendar month following the applicable Computation Date, the Company shall: (x) issue and deliver to the Grantee the nearest whole number of shares of Common Stock equal to the number of vested Stock Units, and (y) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee. Notwithstanding the foregoing or anything else in this Agreement to the contrary, if any payment hereunder is triggered by a Termination of Service of the Grantee (other than due to the Grantee’s death) and at the time of such Termination of Service the Grantee is a “specified employee” (as such term is defined in Section 409A and using the identification methodology selected by the Company from time to time), the applicable number of shares of Common Stock shall, subject to any withholding obligations described in Section 6.3, be delivered to the Grantee on the first day of the seventh month after the Termination of Service.

Calculation of Settlement Amount. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. Third parties supplying information for purposes of the calculation of Gains or Losses may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information. If the Non- Defaulting Party uses the market price for a comparable transaction to determine the Gains or Losses, such price should be determined by using the average of market quotations provided by three (3) or more bona fide unaffiliated market participants. If the number of available quotes is three, then the average of the three quotes shall be deemed to be the market price. Where a quote is in the form of bid and ask prices, the price that is to be used in the averaging is the midpoint between the bid and ask price. The quotes obtained shall be: (a) for a like amount, (b) of the same Product, (c) at the same Delivery Point, and (d) for the remaining Delivery Term, or in any other commercially reasonable manner. The Gains and Losses shall be calculated as the difference, plus or minus, between the economic value of the remaining Delivery Term of the Terminated Transaction and the equivalent quantities and relevant market prices for the same term that either are quoted by a bona fide market participant, as provided above, or which are reasonably expected to be available in the market for a replacement contract for the Transaction. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages. The Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount.

Calculation of Settlement Amount. (a) Except as otherwise set forth in this Agreement, in the Event of Default with respect to Buyer as the “Defaulting Party”, the following shall occur: (i) Seller shall calculate a Settlement Amount as a single amount by netting out: (a) all amounts that are due to Buyer for Product that has been Delivered and not yet paid for, plus, at the option of Seller, any cash, security or other Performance Assurance then available to Seller, plus any or all other amounts due to Buyer under this Agreement against (b) all Settlement Amounts that are due to Seller, plus any or all other amounts due to Seller under this Agreement, so that all such amounts will be netted out to a single liquidated amount (the “Termination Payment”); (ii) If the Termination Payment is a positive amount, Buyer shall pay the Termination Payment to Seller; (iii) If the Termination Payment is a negative amount, there shall not be a Termination Payment and Seller shall not owe any amount to Buyer. (iv) the Termination Payment, if any, is due to Seller as the Non-Defaulting Party within two