Downside Period Sample Clauses

Downside Period. For the duration of any Downside Period, Provider shall: (a) waive the Fixed Operating Fee (as defined in the Operating Agreement) that would otherwise then be due and payable during the Downside Period (at a rate equal to one-twelfth (1/12) of the annual Fixed Operating Fee for each month); and (b) pay monthly liquidated damages to Alohi equal to the product of (i) Alohi’s Membership Interest in Owner as of the date such damages are payable to Alohi multiplied by (ii) the product of (w) the RD Margin for such month; (x) forty-two (42); (y) throughput capacity established pursuant to the then-effective Operating Budget (as defined in the Operating Agreement) for such month minus the average daily realized throughput capacity of the Renewable Fuels Facility for such month (expressed in barrels per day); and (z) the number of days in such month; provided, however, such damages pursuant to this Section 3.16(b) shall not exceed Three Million Five Hundred Thousand Dollars ($3,500,000.00) in any calendar year (the “Downside Maximum Liability Amount”).