Common use of Net Out of Settlement Amounts Clause in Contracts

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate an amount (the “Termination Payment”) by subtracting any and all amounts due from the Non-Defaulting Party to the Defaulting Party under this Agreement with respect to deliveries of Products or other matters completed prior to the Early Termination Date from the sum of (x) the Settlement Amount due from the Defaulting Party to the Non-Defaulting Party and (y) any or all other amounts due and owing from the Defaulting Party to the Non-Defaulting Party under this Agreement with respect to deliveries of Products or other matters completed prior to the Early Termination Date, less (z) if Buyer is the Non-Defaulting Party, any cash held by Buyer from prior draws upon Seller Security that has not been applied to other amounts owed by Seller plus, at Buyer’s option, any amounts that may prospectively be drawn upon the Seller Security. The Termination Payment, if any, shall be immediately due from the Defaulting Party to the Non-Defaulting Party. For the avoidance of doubt, notwithstanding any provision of this Agreement that may be interpreted to the contrary, the Defaulting Party shall not be entitled to receive or recover a Termination Payment.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate an aggregate all Settlement Amounts into a single amount by netting out: (a) (1) at the option of the Non- Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party pursuant to draws on Letters of Credit under this Agreement, plus (2) any or all other amounts due to the Defaulting Party under this Agreement, against (b) (1) all Settlement Amounts that are due to the Non-Defaulting Party plus, (2) at the option of the Non-Defaulting Party, any cash or other form of liquid security then in the possession of the Defaulting Party provided as Performance Assurance pursuant to Article Eight, plus (3) any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by subtracting any and all amounts due from the Non-Defaulting one Party to the Defaulting Party under this Agreement with respect to deliveries of Products or other matters completed prior to other. Notwithstanding the Early Termination Date from foregoing, in the sum of (x) the Settlement Amount due from the Defaulting Party to the Non-Defaulting Party and (y) any or all other amounts due and owing from the Defaulting Party to the Non-Defaulting Party under this Agreement with respect to deliveries of Products or other matters completed prior to the Early Termination Date, less (z) if Buyer event that NYPA is the Non-Defaulting Party, any cash held by Buyer from prior draws upon Seller Security that has not been applied to other then all amounts owed paid by Seller plus, at Buyer’s option, to NYPA as liquidated damages under this Agreement shall be netted out from any amounts that may prospectively be drawn upon the Seller SecurityTermination Payment. The Termination Payment, if any, Payment shall be immediately due to or due from the Non- Defaulting Party to the Non-Defaulting Partyas appropriate. For the avoidance of doubt, notwithstanding any provision of this Agreement that may be interpreted to the contrary, the Defaulting Party shall not be entitled to receive or recover a Termination Paymentany Losses upon termination pursuant to Section 5.2.