Common use of Termination Payment Clause in Contracts

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days after the Notice is provided. The Parties shall negotiate to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure in Article Ten.

Termination Payment. (a) As soon as practicable after an Early Termination Date is declared, the Non-Non- Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. . (b) If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Settlement Amount shall be zero dollars ($0), and the Non- Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) calendar days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. (c) If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to the other Party a detailed written explanation of the basis for such dispute. The Parties shall negotiate Any disputes as to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten10.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) calendar days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. The Parties shall negotiate If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to resolve any the other Party a detailed written explanation of the basis for such dispute. Any disputes regarding as to the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten10.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) calendar days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. The Parties shall negotiate If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to resolve any the other Party a detailed written explanation of the basis for such dispute. Any disputes regarding as to the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten.10. Reserved

Termination Payment. (a) As soon as practicable after an Early Termination Date is declared, the Non-Non- Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. . (b) If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Non- Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. (c) If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to the other Party a detailed written explanation of the basis for such dispute. The Parties shall negotiate Any disputes as to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten10.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days after the Notice is provided. The Parties shall negotiate to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure in Article Ten.

Termination Payment. (a) As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. . (b) If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) calendar days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. (c) If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to the other Party a detailed written explanation of the basis for such dispute. The Parties shall negotiate Any disputes as to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten10.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement Agreement, including Forward Settlement Amounts, less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount Agreement (the “Termination Payment”). The Notice shall include a written statement statement, setting forth, in reasonable detail, the calculation of such Termination Payment, including the Forward Settlement Amount, Payment together with appropriate supporting documentation. If the Generating Facility is a New Eligible CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days after the Notice is provided. The Parties shall negotiate to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement AmountPayment. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure in Article Ten.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Non­ Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days after the Notice is provided. The Parties shall negotiate to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure in Article Ten.

Termination Payment. ‌‌‌‌ (a) As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. . (b) If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) calendar days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. (c) If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to the other Party a detailed written explanation of the basis for such dispute. The Parties shall negotiate Any disputes as to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten10.

Termination Payment. (a) As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. . (b) If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. (c) If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to the other Party a detailed written explanation of the basis for such dispute. The Parties shall negotiate Any disputes as to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten10.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Non- Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement Agreement, less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount Agreement (the “Termination Payment”). In the event that SCE is the Defaulting Party, the Seller may include in its calculation of any amounts Seller is owed by SCE the value of any Lost Income Tax Credits. The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Non-Defaulting Party shall pay such amount to the Defaulting Party within 10 ten (10) Business Days after the Notice is provided. The Parties shall negotiate to resolve any If either Party in good faith disputes regarding the calculation of the Termination Payment, it may elect EDR but must provide Notice to the other Party of such election within ten (10) days after receipt of the disputed calculation in accordance with Section 11.03(a)(ii). In the event that a Party is to receive a Termination Payment for an Early Termination Date (by determination of an Arbitrator or otherwise), such Termination Payment, once paid in full and Forward Settlement Amount. Any disputes credited to the account of the receiving Party, shall be the sole and exclusive remedy for the breach that was the basis of the designation of such Early Termination Date; provided, that nothing in this Section 6.03 shall limit either Party’s right to enforce any obligations which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure in Article Tensurvive termination of this Agreement.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of calculate the sum of all amounts owed by the Defaulting Party under this Agreement Agreement, less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this AgreementParty, including any the Forward Settlement Amount (the “Termination Payment”)) and provide Notice to the Defaulting Party thereof. The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Non-Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days thirty (30) days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement AmountPayment. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure mediation as provided in Article TenEleven.

Termination Payment. (a) As soon as practicable after an Early Termination Date is declared, the Non-Non- Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. . (b) If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Non- Defaulting Party), then the Non- Non-Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days thirty (30) days after the Notice is provided. (c) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. The Parties shall negotiate Any disputes as to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten10.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Non- Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement Agreement, less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Non-Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days thirty (30) days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement AmountPayment. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure mediation and arbitration as provided in Article TenTwelve.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement Agreement, including Forward Settlement Amounts, less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount Agreement (the “Termination Payment”). The Notice shall include a written statement statement, setting forth, in reasonable detail, the calculation of such Termination Payment, including the Forward Settlement Amount, Payment together with appropriate supporting documentation. If the Generating Facility is a New Eligible CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Non- Defaulting Party within 10 ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Non-Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days after the Notice is provided. The Parties shall negotiate to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement AmountPayment. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure in Article Ten.. ID #[Number], [Seller’s Name]

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Non- Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement Agreement, less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, Amount together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Non-Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days thirty (30) days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement AmountPayment. Any disputes which that the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure mediation and arbitration as provided in Article TenTwelve.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement Agreement, less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Non-Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days thirty (30) days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement AmountPayment. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure mediation and arbitration as provided in Article TenTwelve.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, including the Forward Settlement Amount, together with appropriate supporting documentation. If Such calculation and the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any amount of the Termination Payment due to Buyer as shall comply with the Non-Defaulting Party by Seller as requirements specified in the Defaulting Party if this Agreement is terminated before the Term Start Date. definition of Termination Payment set forth in Exhibit A. If the Termination Payment amount is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment amount is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) calendar days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. The Parties shall negotiate If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to resolve any the other Party a detailed written explanation of the basis for such dispute. Any disputes regarding as to the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten.10. Reserved

Termination Payment. (a) As soon as practicable after an Early Termination Date is declared, the Non-Non- Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. . (b) If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Non- Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) calendar days after the Notice is provided, any amounts owed by the Non- Defaulting Party to the Defaulting Party determined as of the Early Termination Date. (c) If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to the other Party a detailed written explanation of the basis for such dispute. The Parties shall negotiate Any disputes as to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten10.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of calculate the sum of all amounts owed by the Defaulting Party under this Agreement Agreement, less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this AgreementParty, including any the Forward Settlement Amount (the “Termination Payment”)) and provide Notice to the Defaulting Party thereof. The Notice shall include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Non- Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Non-Defaulting Party shall pay such amount to the Defaulting Party within 10 Business Days 30 days after the Notice is provided. The Parties shall negotiate in good faith to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement AmountPayment. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the dispute resolution procedure mediation as provided in Article TenEleven.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) calendar days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. The Parties shall negotiate If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to resolve any the other Party a detailed written explanation of the basis for such dispute. Any disputes regarding as to the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted to dispute resolution as provided in Article 10. Reserved Suspension of Performance Notwithstanding any other provision of this Agreement, if (a) an Event of Default or (b) a Potential Event of Default shall have occurred and be continuing, the Non-Defaulting Party, upon Notice to the Defaulting Party, shall have the right (i) to suspend performance under this Agreement and (ii) to the extent an Event of Default shall have occurred and be continuing to exercise any remedy available at law or in equity. Rights and Obligations Surviving Termination or Expiration The rights and obligations that are intended to survive a termination or expiration of this Agreement are all of those rights and obligations that this Agreement expressly provides survive any such termination or expiration and those that arise from a Party’s covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time before or as a result of the termination or expiration of this Agreement, including: A Party’s obligation to provide information, including but not limited to Sections 3.3, 5.7, 6.2 and 6.4. A Party’s obligations with respect to invoices and payments pursuant to this Agreement; The obligation of Seller to maintain Performance Assurance as set forth in Section 5.1; The obligation of Buyer to return any Performance Assurance under Section 5.3; The right to pursue remedies as set forth in Sections 9.2(d) and Article 10; The obligations with respect to a Termination Payment as set forth in Section 9.3; The dispute resolution provisions of Article 10; The indemnity obligations expressly set forth in this Agreement; The limitation of liabilities as set forth in Sections 3.5, 6.1 and Article 12; and The obligation of confidentiality as set forth in Article 13. DISPUTE RESOLUTION Dispute Resolution Other than requests for provisional relief under Section 10.5, any and all Disputes which the Parties have been unable to resolve by informal methods after undertaking a good faith effort to do so, must first be submitted to mediation under the procedures described in Section 10.3 below, and if the matter is not resolved through mediation, then for final and binding arbitration under the procedures described in Section 10.4 below. The Parties waive any right to a jury and agree that there will be no interlocutory appellate relief (such as writs) available. Any Dispute resolution through process pursuant to this Article 10 shall be commenced within one (1) year of the date of the occurrence of the facts giving rise to the Dispute, without regard to the date such facts are discovered; provided, if the facts giving rise to the Dispute were not reasonably capable of being discovered at the time of their occurrence, then such one (1) year period shall commence on the earliest date that such facts were reasonably capable of being discovered. If the Dispute resolution process pursuant to Article 10 with respect to a Dispute is not commenced within such one (1) year time period, such Dispute shall be barred, without regard to any other limitations period set forth by law or statute. Negotiation Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute resolution procedure ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in Article Tenconnection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 below.

Termination Payment. ‌ (a) As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. . (b) If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) calendar days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. (c) If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to the other Party a detailed written explanation of the basis for such dispute. The Parties shall negotiate Any disputes as to resolve any disputes regarding the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten10.

Termination Payment. As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum amount of all amounts owed by the Defaulting Party under this Agreement less any amounts owed by the Non-Defaulting Party to the Defaulting Party under this Agreement, including any Forward Settlement Amount (the “Termination Payment”). The Notice shall must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment, Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Generating Facility is a New CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party by Seller as the Defaulting Party if this Agreement is terminated before the Term Start Date. If the Termination Payment is positive, the Defaulting Party shall pay such amount to the Non-Defaulting Party within 10 two (2) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), then the Non- Settlement Amount shall be zero dollars ($0), and the Non-Defaulting Party shall only pay such amount to the Defaulting Party Party, within 10 Business Days thirty (30) days after the Notice is provided, any amounts owed by the Non-Defaulting Party to the Defaulting Party determined as of the Early Termination Date. The Parties shall negotiate If a Party disputes the other Party’s calculation of the Termination Payment, in whole or in part, the disputing Party shall, within two (2) Business Days of receipt of the Party’s calculation of the Termination Payment, provide to resolve any the other Party a detailed written explanation of the basis for such dispute. Any disputes regarding as to the calculation of the Termination Payment and Forward Settlement Amount. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through the to dispute resolution procedure as provided in Article Ten.10. Reserved