Damages Calculation. Each Party agrees and acknowledges that (a) the damages that PacifiCorp would incur due to Seller's delay in achieving Commercial Operation or failure to reach Final Completion based on 100 percent of the Expected Nameplate Capacity Rating would be difficult or impossible to predict with certainty, and (b) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Delay Damages and Deficit Damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. The Parties agree that Delay Damages and Deficit Damages shall be PacifiCorp's exclusive remedy for a delay in achieving Commercial Operation or failure to reach Final Completion based on 100 percent of the Expected Nameplate Capacity Rating and believe that Delay Damages and Deficit Damages fairly represent actual damages. Subject to the foregoing sentence, this Section 2.5 shall not limit the amount of damages payable to PacifiCorp if this Agreement is terminated as a result of Seller's failure to achieve Commercial Operation by the Guaranteed Commercial Operation Date. Any such termination damages shall be determined in accordance with Section 11.5.
Damages Calculation. Each Party acknowledges and agrees that: (a) the damages PacifiCorp would incur due to Seller’s delay in achieving Commercial Operation by the Scheduled Commercial Operation Date are difficult or impossible to predict with certainty; (b) it is impractical and difficult to assess actual damages in these circumstances; and, therefore,
Damages Calculation. Each Party agrees and acknowledges that (a) the damages that PacifiCorp would incur due to Seller's delay in achieving Commercial Operation would be difficult or impossible to predict with certainty, and (b) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Delay Damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. The Parties agree that Delay Damages shall be PacifiCorp's exclusive remedy for a delay in achieving Commercial Operation and believe that Delay Damages fairly represent actual damages. Subject to the foregoing sentence, this Section 2.5 shall not limit the amount of damages payable to PacifiCorp if this Agreement is terminated as a result of Seller's failure to achieve Commercial Operation by the Guaranteed Commercial Operation Date. Any such termination damages shall be determined in accordance with Section 11.5.
Damages Calculation. Each Party acknowledges and agrees that: (a) the damages PacifiCorp would incur due to Seller’s delay in achieving the Commercial Operation Date by the Scheduled Commercial Operation Date (as such date may be adjusted pursuant to Section 2.2.1) are difficult or impossible to predict with certainty; (b) it is impractical and difficult to assess actual damages in these circumstances; and, therefore, (c) Delay Damages as agreed to by the Parties are a fair and reasonable calculation of damages and not a penalty. Except in the case of an Event of Default pursuant to Section 11.1.2(b), Delay Damages shall be PacifiCorp’s sole remedy for Seller’s failure to achieve the Commercial Operation Date by the Scheduled Commercial Operation Date.
Damages Calculation. In accordance with the provisions in Section 3.1(e)(ii), GEP Damages means the liquidated damages payment due by Seller to Buyer, calculated as follows: [(A-B) X (C-D)] Where: A = the Guaranteed Energy Production for the Performance Measurement Period, in MWh B = Sum of Delivered Energy over the Performance Measurement Period, in MWh C= Replacement Price for the Performance Measurement Period, in $/MWh, reflecting the sum of (a) the simple average of the simple average of the Day Ahead Integrated Forward Market hourly price, as published by the CAISO, for the Existing Zone Generation Trading Hub, in which the Project resides, plus (b) $50/MWh D = the unweighted Contract Price specified in the Cover Sheet for the Performance Measurement Period, in $/MWh The Parties agree that in the above calculation of GEP Damages, the result of “(C-D)” shall not be less than $20/MWh and shall be no greater than seventy five percent (75%) of the Contract Price (in $/MWh) set forth in the Cover Sheet. APPENDIX VI
Damages Calculation. Each Party acknowledges and agrees that: (a) the damages PacifiCorp would incur due to Seller’s failure to satisfy the Performance Guarantee are difficult or impossible to predict with certainty; (b) it is impractical and difficult to assess actual damages in these circumstances; and, therefore, (c) Performance Damages as agreed to by the Parties are a fair and reasonable calculation of damages and not a penalty. Except in the case of an Event of Default pursuant to Section 11.1.2(i), Performance Damages shall be PacifiCorp’s sole remedy for Seller’s failure to satisfy the Performance Guarantee.
Damages Calculation. Each Party agrees and acknowledges that (a) the damages that PacifiCorp would incur due to Seller’s delay in achieving Commercial Operation or Final Completion or failure to reach Final Completion based on one hundred percent (100%) of the Expected Nameplate Capacity Rating would be difficult or impossible to predict with certainty, and (b) that it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Delay Damages and Deficit Damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Section 2.4 shall not limit the amount of damages payable to PacifiCorp if this Agreement is terminated as a result of Seller’s failure to achieve Commercial Operation by the Guaranteed Commercial Operation Date. Any such termination damages shall be determined in accordance with Section 11.5.
Damages Calculation. Each Party agrees and acknowledges that (a) the damages that PacifiCorp would incur due to Seller’s delay in achieving Commercial Operation or Final Completion or failure to reach Final Completion based on 100 percent of the Expected Nameplate Capacity Rating would be difficult or impossible to predict with certainty, and (b) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Delay Damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. The Parties agree that Delay Damages shall be PacifiCorp’s exclusive remedy for a delay in achieving Commercial Operation or failure to reach Final Completion based on 100 percent of the Expected Nameplate Capacity Rating and believe that Delay Damages fairly represent actual damages. Subject to the foregoing sentence, this Section
Damages Calculation. Notwithstanding anything to the contrary contained in this Agreement, in no event shall an Indemnifying Person have any liability under this ARTICLE VIII to an Indemnified Person for any consequential, punitive, special, exemplary, incidental or indirect damages, including lost profits, ‘multiple of profits’, or ‘multiple of cash flow’ or other valuation methodology, except, in each case, to the extent actually payable by an Indemnified Person with respect to a Third-Party Claim pursuant to a Final Determination.
Damages Calculation. Each Party agrees and acknowledges that (a) the damages that PacifiCorp would incur due to Seller's delay in achieving Commercial Operation would be difficult or impossible to predict with certainty, and (b) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Delay Damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. The Parties agree that Delay Damages shall be PacifiCorp's exclusive remedy for a delay in achieving or failure to achieve Commercial Operation and believe that Delay Damages fairly represent actual damages, including if PacifiCorp terminates this Agreement as a result of Seller’s failure to achieve Commercial Operation by the Guaranteed Commercial Operation Date. Any such termination damages shall be determined in accordance with Section 11.5. Seller shall not have any liability to PacifiCorp, other than Delay Damages, due to a failure to achieve Commercial Operation (including an Event of Default arising under Section 11.1.2(b) or a termination of this Agreement arising from such an Event of Default).
