Common use of Termination Payment After the Initial Delivery Date Occurs Clause in Contracts

Termination Payment After the Initial Delivery Date Occurs. If the Early Termination Date occurs after the Initial Delivery Date, then the Termination Payment shall be calculated in accordance with this Section 3.04(b). The Termination Payment shall equal the sum of all amounts owed by the Defaulting Party to the Non-Defaulting Party under this Agreement, including a Forward Settlement Amount (if any), less any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. In addition, if SDG&E is the Non-Defaulting Party and SDG&E reasonably expects to incur monetary penalties or fines from the CPUC or the CAISO (or any other Governmental Authority having jurisdiction) because SDG&E will not be able to include the Contract Capacity in its then applicable Compliance Showing as a result of Seller’s Event of Default, then SDG&E may, in good faith, estimate the amount of those penalties or fines and include this estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties or fines are finally ascertained. SDG&E shall use commercially reasonable efforts to minimize such fines and penalties; provided, in no event will SDG&E be required to use or change the utilization of its owned or controlled assets or market positions to minimize the fines and penalties. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, shall survive the termination of this Agreement and shall continue until after those penalties or fines are finally ascertained.

Termination Payment After the Initial Delivery Date Occurs. If the Early Termination Date occurs after the Initial Delivery Date, then the Termination Payment shall be calculated in accordance with this Section 3.04(b). The Termination Payment shall equal the sum of all amounts owed by the Defaulting Party to the Non-Defaulting Party under this Agreement, including a Forward Settlement Amount (if any), less any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. In addition, if SDG&E SCE is the Non-Defaulting Party and SDG&E SCE reasonably expects to incur monetary penalties penalties, fines or fines costs from the CPUC or CPUC, the CAISO (CAISO, or any other Governmental Authority having jurisdiction) , because SDG&E SCE will not be able to include the Contract Capacity Product in its then any applicable RA Compliance Showing or towards its RA Compliance Obligations as a result of Seller’s Event of Default, then SDG&E SCE may, in good faith, estimate the amount of those penalties or penalties, fines and costs and include this estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties or penalties, fines and costs are finally ascertained. SDG&E SCE shall use commercially reasonable efforts to minimize such fines and penalties; provided, in no event will SDG&E SCE be required to use or change the utilization of its owned or controlled assets or market positions to minimize the fines and penalties. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, shall survive the termination of this Agreement and shall continue until after those penalties or penalties, fines and costs are finally ascertained.