Energy Replacement Damage Amount. (i) If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii) above, the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s [Annual] Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay SCE as liquidated damages an amount which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased such replacement electric energy by reason of Seller’s failure to perform (the “Energy Replacement Damage Amount”).
Energy Replacement Damage Amount. If an Event of Deficient Energy Deliveries occurs, as determined in RAP ID# 5208, Solar Partners I, LLC accordance with Section 3.05(a)(ii) above, the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s Annual Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay SCE as liquidated damages an amount which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased such replacement electric energy by reason of Seller’s failure to perform (the “Energy Replacement Damage Amount”). Within ninety (90) days after the end of the applicable Term Year, SCE shall calculate any Energy Replacement Damage Amount as set forth in Exhibit F, and shall provide Notice to Seller of any Energy Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, annotated work papers and source data. Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Energy Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. The Parties shall negotiate in good faith to resolve any disputed portion of the Energy Replacement Damage Amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. If the Parties are unable to resolve a dispute regarding any Energy Replacement Damage Amount within thirty (30) days after the sending of a Notice of dispute by Seller, either Party may submit the dispute to mediation and arbitration as provided in Article Twelve. Payment by Seller of any Energy Replacement Damage Amount pursuant to Section 3.05 and Exhibit F shall not relieve Seller of its obligation to pay any Non-RPS Eligible Product Damages Payment in accordance with Section 4.02(c) and Exhibit T.
Energy Replacement Damage Amount. (i) With respect to the second and third Term Years, SCE shall calculate any Energy Replacement Damage Amount within 90 days after the end of the third Term Year and shall provide Notice to Seller of any Energy Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, annotated work papers and source data.
