Delivery Shortfall. If Seller fails to sell and Deliver, all or part of the Annual Contract Quantity of RECs for a particular Vintage to the Buyer by the applicable Delivery Date for such Vintage (a “Delivery Shortfall”), and such failure is not excused under the terms of this Agreement or by Buyer’s failure to perform, then Seller shall pay liquidated damages to Buyer within ten (10) Business Days after a notice delivered by Buyer to Seller, the sum of (i) the positive difference, if any, obtained by subtracting the Contract Price from the Market Price multiplied by the Undelivered Quantity portion of the Annual Contract Quantity for the applicable Vintage, plus (ii) if and as applicable, any broker costs charged by brokers actively engaged in the purchase and sale of RECs under the Applicable Standard incurred by Buyer for entering into any replacement transaction to purchase the Undelivered Quantity (the “Shortfall Delivery Damages”). The notice delivered by Buyer for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement