Termination Value Clause Samples

Termination Value. In the event that a termination occurs for reasons attributable to Purchaser (including termination pursuant to Section 6(e), but not including a Force Majeure event which continues for at least one (1) year or a Purchaser default pursuant to Section 15), Purchaser shall pay to Power Provider the greater of Fair Market Value or the Termination Value as set forth in Exhibit D (which shall be prorated for partial years), plus all other amounts then owing by Purchaser to Power Provider. The Parties further agree the Termination Value is not an approximation of the Fair Market Value. The Termination Value shall include Power Provider’s cost of removal.

Termination Value. As of any Termination Date, the amount determined by multiplying the Purchase Price by the percentage set forth in Schedule IV of the Lease under the heading "Termination Value Factor" opposite such Termination Date (as such Schedule IV may be adjusted from time to time as provided in Section 3.04 of the Lease). Notwithstanding any other provisions of the Lease, the Participation Agreement or the Indenture, each Termination Value shall be, under any circumstances and in any event, an amount, together with so much of the arrears portion of Basic Rent due and owing through the date of payment of any amount calculated by reference to Termination Value as does not constitute an Excepted Payment, at least sufficient to pay in full as of such date of payment the aggregate unpaid principal amount of and accrued interest on the Certificates outstanding on such date of payment. Subject to the immediately preceding sentence, it is understood and agreed that the amounts set forth on Schedule IV of the Lease, for dates other than Rent Payment Dates on which arrears Basic Rent is due, fully reflect appropriate Basic Rent accruals and credits of unearned Basic Rent and, accordingly, no further accrual or credit shall be required whenever Termination Value is to be calculated with reference to any such date. Transaction Costs. Those costs and expenses set forth in Section 10.01(a) of the Participation Agreement.

Termination Value. 34 Unit.......................................................................... 37 Termination Value (Debt Portion)................... 34 Units........................................................................ 37 Termination Value (Equity Portion)................ 34 URS......................................................................... 37

Termination Value. Termination Value" of the Equipment is the value of the Equipment for purposes of insurance and casualty loss. If Lessor and Lessee have executed a Termination Value Table with respect to this Lease, the Termination Value as of any date will be the amount indicated on that table plus any accrued and unpaid Rentals or other amounts payable under this Lease as of that date. If Lessor and Lessee have not executed a Termination Value Table with respect to this Lease, the Termination Value as of any date shall mean an amount equal to the total of all accrued and unpaid Rental Payments and all other amounts then due and remaining unpaid plus the greater of: (a) the then Fair Market Value (as determined in accordance with Paragraph 12 of this Lease) of the Equipment as of that date in the same condition as when received by Lessee, reasonable wear and tear from the normal use thereof alone excepted, as well as in the condition required upon its return determined in accordance with Paragraph 21 of this Lease, and (b) an amount equal to all accrued and unpaid Rental Payments and all other amounts then due and remaining unpaid plus the then present worth of all unaccrued Rental Payments plus either (i) the Purchase Option Price, or (ii) if no purchase option is offered, the Fair Market Value (as determined in accordance with Paragraph 12 of this Lease) of the Equipment in the same condition as when received by Lessee, reasonable wear and tear from the normal use thereof alone excepted, as well as in the condition required upon its return determined in accordance with Paragraph 21 of this Lease. Present worth shall be determined by discounting such unaccrued Rental Payments from their respective due dates at the Rate of 0.00 %. ----

Termination Value. The amounts which are payable during any Renewal Term in respect of Termination Value with respect to the Aircraft shall be determined on the basis of the fair market sales value of the Aircraft as of the commencement of such Renewal Term, amortized on a straight-line basis over such Renewal Term to the projected fair market sales value of the Aircraft as of the expiration of such Renewal Term, as such fair market sales value in each case is determined prior to the commencement of such Renewal Term. In determining fair market sales value for purposes of calculating Termination Value for any Renewal Term effect shall be given to the encumbrance on the Aircraft of any Fixed Renewal Term available or in force.

Termination Value. 30 UCC.............................................................................. 34

Termination Value. As soon as practicable after the Client has terminated the Agreement, the Client shall calculate the “Termination Value”, being the difference between the amounts already paid by Client to Contractor under the Agreement, and: (A) the costs of the Products, carried out at the date of termination excluding any profit elements of any type, and; (B) the costs of Equipment and materials ordered for the Products, which have been delivered to the Contractor, or of which the Contractor is liable to accept delivery excluding any profit elements of any type; in each case to the extent that the Products, Equipment and materials delivered, are in a form of value to, usable and useful for the Client, and to the extent the Contractor has proven that, notwithstanding all its reasonable efforts, the Products, Equipment, cannot be reallocated for other purposes. Title of the Products, Equipment, which can be reallocated by the Contractor and for which the transfer of title already has been passed to the Client in accordance with GC 10, shall return to the Contractor at the moment of termination of the Agreement.

Termination Value. The amounts which are payable during any Renewal Term or any Additional Renewal Term in respect of Termination Value and Event of Default Termination Value with respect to the Aircraft shall take into account the fair market sales value (as computed pursuant to SECTION 19(c)) of the Aircraft as of the commencement of such Renewal Term or such Additional Renewal Term and the fair market sales value (as computed pursuant to SECTION 19(c)) at the end of such Renewal Term or such Additional Renewal Term and shall decline ratably on a monthly basis and shall be in the amounts set forth in EXHIBIT C-2 to this Lease (as EXHIBIT C-2 to this Lease shall be agreed upon by Lessor and Lessee and incorporated in this Lease (in the case of such Renewal Term) or amended (in the case of such Additional Renewal Term) at the time such Renewal Term or such Additional Renewal Term commences) or, if applicable, in accordance with SECTION 7(a)(i) of the Tax Indemnity Agreement, SCHEDULE B to the Tax Indemnity Agreement (as SCHEDULE B to the Tax Indemnity Agreement shall be agreed upon by Lessor and Lessee and amended at the time such Renewal Term or such Additional Renewal Term commences). (ii) The second paragraph of Section 19(b) of the Lease is amended to read in its entirety as follows: Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder or under the other Operative Documents (including all Basic Rent due prior to (but not on) the Purchase Option Date and all Supplemental Rent due prior to and on the Purchase Date and all reasonable costs or expenses of Lessor (if any) in connection with such purchase), Lessor will transfer to Lessee all of Lessor's right, title and interest in and to the Aircraft, in accordance with the provisions of SECTION 9(c). (m) AMENDMENT OF SECTION 20. Section 20 of the Lease is amended by changing the last sentence thereof to read in its entirety as follows: Upon payment to Lessor in immediately available funds in Dollars of the full amount of the Burdensome Buyout Price and payment of any other amounts then due hereunder or under the other Operative Documents (including all Basic Rent due prior to (but not on) such purchase date and all Supplemental Rent due prior to and on such purchase date and all reasonable costs or expenses of Lessor (if any) in connection with such purchase), Lessor will transfer to Lessee all of Lessor's right, title an...

Termination Value. If the event giving rise to an obligation to pay Termination Value (other than pursuant to a declaration of economic obsolescence pursuant to Section 12 of the Charter) occurs and the actual date as of which the Owner Participant shall incur Federal income tax consequences shall be earlier or later than the date assumed in originally calculating the applicable Termination Value, such value shall be appropriately adjusted, based upon the date as of which the Owner Participant incurred such tax consequences but otherwise on the assumptions used to calculate the following values. In any case where Termination Value shall be payable, there shall be added to the amount determined pursuant to the following schedule, the amount of any premium, if any, payable in respect of the Notes. Notwithstanding any provision in this Charter to the contrary, the parties hereto acknowledge and agree that the following table of Termination Value percentages has been calculated without regard to payment of Basic Hire as of the applicable Payment Date. Accordingly, during the Basic Period, if the payment of Termination Value occurs prior to July 1, 1993, the Charterer shall also pay the Basic Hire due on the applicable Payment Date; if the payment of Termination Value occurs on July 1, 1993, the Charter shall also pay the Basic Hire (to the extent it is reflected as an arrears payment on Schedule 2 hereto) due on such Payment Date; if the payment of Termination Value occurs after July 1, 1993, the Charterer shall not be obligated to pay Basic Hire on such Payment Date. July 1, 1989 *** January 1, 1990 *** July 1, 1990 *** January 1, 1991 *** July 1, 1991 *** January 1, 1992 *** July 1, 1992 *** January 1, 1993 *** July 1, 1993 *** January 1, 1994 *** July 1, 1994 *** January 1, 1995 *** July 1, 1995 *** January 1, 1996 *** July 1, 1996 *** January 1, 1997 *** July 1, 1997 *** January 1, 1998 *** July 1, 1998 *** January 1, 1999 *** SEA-LAND ENTERPRISE *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 of the Securities Act.