Termination Payment Prior to Initial Delivery Date. If the Early Termination Date occurs before the Initial Delivery Date, then the Termination Payment shall be calculated as follows: (i) If Seller is the Defaulting Party, then the Termination Payment shall be owed to SCE and shall be equal to the entire Development Security amount and any interest accrued thereon. SCE shall be entitled to immediately retain for its own benefit those funds held as Development Security and any interest accrued thereon, and any amount of Development Security that Seller has not yet posted with SCE will be immediately due and payable by Seller to SCE. There will be no amounts owed to Seller. (ii) If SCE is the Defaulting Party, then the Termination Payment shall be owed to Seller and shall equal the sum of the actual, documented and verifiable costs incurred by Seller between the Effective Date and the Early Termination Date in connection with the Project, less the fair market value (determined in a commercially reasonable manner) of (A) all Seller’s assets individually, or (B) the entire Project, whichever is greater, regardless of whether or not any Seller asset or the entire Project is actually sold or disposed of. There will be no amount owed to SCE. (iii) Each Party agrees that its damages in the event of an Early Termination Date prior to the Initial Delivery Date caused by the other Party’s default would be difficult or impossible to determine and that the damages set forth in this Section 10.04(a) are a reasonable approximation of its harm or loss.
Appears in 4 contracts
Sources: Renewable Power Purchase Agreement, Renewable Power Purchase Agreement, Renewable Power Purchase Agreement
Termination Payment Prior to Initial Delivery Date. If the Early Termination Date occurs before the Initial Delivery Date, then the Termination Payment shall be calculated as follows:
(i) : If Seller is the Defaulting Party, then the Termination Payment shall be owed to SCE and shall be equal to the entire Development Security amount and any interest accrued thereon. SCE shall be entitled to immediately retain for its own benefit those funds held as Development Security and any interest accrued thereon, and any amount of Development Security that Seller has not yet posted with SCE will be immediately due and payable by Seller to SCE. There will be no amounts owed to Seller.
(ii) . If SCE is the Defaulting Party, then the Termination Payment shall be owed to Seller and shall equal the sum of the actual, documented and verifiable costs incurred by Seller between the Effective Date and the Early Termination Date in connection with the Project, less the fair market value (determined in a commercially reasonable manner) of
of (A) all Seller’s assets individually, or (B) the entire Project, whichever is greater, regardless of whether or not any Seller asset or the entire Project is actually sold or disposed of. There will be no amount owed to SCE.
(iii) . Each Party agrees that its damages in the event of an Early Termination Date prior to the Initial Delivery Date caused by the other Party’s default would be difficult or impossible to determine and that the damages set forth in this Section 10.04(a) are a reasonable approximation of its harm or loss.
Appears in 2 contracts
Sources: Renewable Power Purchase Agreement, Renewable Power Purchase Agreement
Termination Payment Prior to Initial Delivery Date. If the Early Termination Date occurs before the Initial Delivery Date, then the Termination Payment shall be calculated as follows:
(i) If Seller is the Defaulting Party, then the Termination Payment shall be owed to SCE and shall be equal to the entire Development Security amount and any interest accrued thereon. SCE shall be entitled to immediately retain for its own benefit those funds held as Development Security and any interest accrued thereon, and any amount of Development Security that Seller has not yet posted with SCE will be immediately due and payable by Seller to SCE. There will be no amounts owed to Seller.
(ii) If SCE is the Defaulting Party, then the Termination Payment shall be owed to Seller and shall equal the sum of the actual, documented and verifiable costs incurred by Seller between the Effective Date and the Early Termination Date in connection with the Project, less the fair market value (determined in a commercially reasonable manner) of
of (A) all Seller’s assets individually, or (B) the entire Project, whichever is greater, regardless of whether or not any Seller asset or the entire Project is actually sold or disposed of. There will be no amount owed to SCE.
(iii) Each Party agrees that its damages in the event of an Early Termination Date prior to the Initial Delivery Date caused by the other Party’s default would be difficult or impossible to determine and that the damages set forth in this Section 10.04(a) are a reasonable approximation of its harm or loss.
Appears in 1 contract
Sources: Renewable Power Purchase Agreement