GEP Damages. The Parties agree that the damages sustained by Xxxxx associated with Seller’s failure to achieve the Guaranteed Energy Production requirement 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 the GEP Damages to Buyer as liquidated damages. In no event shall Buyer be obligated to pay GEP Damages.
GEP Damages. If Seller actually delivers Generation Facility Bundled Green Energy during a Performance Measurement Period in an amount (together with (A) any deemed amounts set forth in the last sentence of Section 1.1.2(a) above during such Performance Measurement Period, and (B) GEP Damages Credited Amounts associated with the immediately-prior Performance Measurement Period) that is less than the Guaranteed Energy Production applicable to such Performance Measurement Period (“GEP Failure Event”), Seller shall be liable to Buyer for GEP Damages associated with such GEP Failure Event, which GEP Damages shall be paid by Seller no later than thirty (30) days following an invoice therefor by Xxxxx; provided that Buyer may instead elect to offset GEP Damages payable by Seller against future payments to be made to Seller under this Agreement or draw on Delivery Period Security for the payment thereof.
