Common use of Minimum Delivery Obligation Clause in Contracts

Minimum Delivery Obligation. With respect to each Delivery Year in the Delivery Term, the Facility’s Delivery Year Performance must equal or exceed the Minimum Delivery Commitment. Failure of the Facility’s Delivery Year Performance to meet the Minimum Delivery Commitment shall constitute an Event of Default. For avoidance of doubt, the Delivery Year Performance and Minimum Delivery Commitment shall be adjusted to account for any Suspension Period. The IPA shall determine if the Facility has met this requirement within thirty (30) days following the end of the Delivery Year. If it is determined by the IPA that the Facility has failed to meet this requirement, then IPA shall provide written notice of such failure to Buyer and Seller, and the Buyer shall notify the Seller of the Event of Default within ten (10) Business Days of receipt of such notice from the IPA. Upon notifying the Seller of the occurrence of such Event of Default, Seller shall have ten (10) Business Days to either demonstrate to the satisfaction of each of IPA and Buyer in their respective sole discretion, that such Event of Default has not occurred, or to effect a cure by making a payment in the amount of the Shortfall Payment Amount. For the avoidance of doubt, if Seller cures such Event of Default by making payment in the amount of the Shortfall Payment Amount in a timely manner, then the Event of Default shall cease to be an Event of Default upon such payment. If Seller fails to demonstrate that such Event of Default has not occurred or fails to cure the Event of Default within ten (10) Business Days of Seller’s receipt of Buyer’s notice, then Buyer shall terminate this CMC Contract. If Seller cures such Event of Default by making payment in the amount of Shortfall Payment Amount, then for purposes of calculating the Delivery Year Performance in future Delivery Years, the Delivery Year Actual Generation associated for the Delivery Year that failed to meet the Minimum Delivery Commitment shall be deemed to equal to the sum of the (a) Delivery Year Actual Generation and (b) the result obtained by multiplying the Shortfall CMC Quantity by five (5). For such Event of Default (provided such Event of Default is not cured by Seller in accordance with the foregoing), Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement and any outstanding amounts that are due to Buyer related to the Delivery of CMCs or related to the value of any monetized Subsidy received by Seller. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to meet the Minimum Delivery Commitment, (B) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (C) the remedies specified herein are fair and reasonable and do not constitute a penalty and (D) the remedies specified in this section shall be Buyer’s sole and exclusive remedy in such Event of Default.

Minimum Delivery Obligation. With respect to each Delivery Year in the Delivery Term, the Facility’s Delivery Year Performance must equal or exceed the Minimum Delivery Commitment. Failure of the Facility’s Delivery Year Performance to meet the Minimum Delivery Commitment shall constitute an Event of Default. For avoidance of doubt, the Delivery Year Performance and Minimum Delivery Commitment shall be adjusted to account for any Suspension Period. The IPA shall determine if the Facility has met this requirement within thirty (30) days following the end of the Delivery Year. If it is determined by the IPA that the Facility has failed to meet this requirement, then IPA shall provide written notice of such failure to Buyer and Seller, and the Buyer shall notify the Seller of the Event of Default within ten (10) Business Days of receipt of such notice from the IPA. Upon notifying the Seller of the occurrence of such Event of Default, Seller Buyer shall have terminate this CMC Contract ten (10) Business Days after written notice by Buyer to either demonstrate Seller unless Seller demonstrates, within such ten (10) Business Day period and to the satisfaction of each of IPA and Buyer in their respective sole discretion, that such Event of Default has not occurred, or to effect a cure by making a payment in the amount of the Shortfall Payment Amount. For the avoidance of doubt, if Seller cures such Event of Default by making payment in the amount of the Shortfall Payment Amount in a timely manner, then the Event of Default shall cease to be an Event of Default upon such payment. If Seller fails to demonstrate that such Event of Default has not occurred or fails to cure the Event of Default within ten (10) Business Days of Seller’s receipt of Buyer’s notice, then Buyer shall terminate this CMC Contract. If Seller cures such Event of Default by making payment in the amount of Shortfall Payment Amount, then for purposes of calculating the Delivery Year Performance in future Delivery Years, the Delivery Year Actual Generation associated for the Delivery Year that failed to meet the Minimum Delivery Commitment shall be deemed to equal to the sum of the (a) Delivery Year Actual Generation and (b) the result obtained by multiplying the Shortfall CMC Quantity by five (5). For such Event of Default (provided such Event of Default is not cured by Seller in accordance with the foregoing)Default, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement and any outstanding amounts that are due to Buyer related to the Delivery of CMCs or related to the value of any monetized Subsidy received by SellerSubsidy. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to meet the Minimum Delivery Commitment, (B) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (C) the remedies specified herein are fair and reasonable and do not constitute a penalty and (D) the remedies specified in this section shall be Buyer’s sole and exclusive remedy in such Event of Default.

Minimum Delivery Obligation. With respect to each Delivery Year in the Delivery Term, the Facility’s Delivery Year Performance must equal or exceed the Minimum Delivery Commitment. Failure of the Facility’s Delivery Year Performance to meet the Minimum Delivery Commitment shall constitute an Event of Default. For avoidance of doubt, the Delivery Year Performance and Minimum Delivery Commitment shall be adjusted to account for any Suspension Period. The IPA shall determine if the Facility has met this requirement within thirty (30) days following the end of the Delivery Year. If it is determined by the IPA that the Facility has failed to meet this requirement, then IPA shall provide written notice of such failure to Buyer and Seller, and the Buyer shall notify the Seller of the Event of Default within ten (10) Business Days of receipt of such notice from the IPA. Upon notifying the Seller of the occurrence of such Event of Default, Seller BuyerSeller shall have terminate this CMC Contracthave ten (10) Business Days after written notice by Buyer to either Seller unless Seller demonstrates, within such ten (10) Business Day period andeither demonstrate to the satisfaction of each of IPA and Buyer in their respective sole discretion, that such Event of Default has not occurred., or to effect a cure by making a payment in the amount of the Shortfall Payment Amount. For the avoidance of doubt, if Seller cures such Event of Default by making payment in the amount of the Shortfall Payment Amount in a timely manner, then the Event of Default shall cease to be an Event of Default upon such payment. If Seller fails to demonstrate that such Event of Default has not occurred or fails to cure the Event of Default within ten (10) Business Days of Seller’s receipt of Buyer’s notice, then Buyer shall terminate this CMC Contract. If Seller cures such Event of Default by making payment in the amount of Shortfall Payment Amount, then for purposes of calculating the Delivery Year Performance in future Delivery Years, the Delivery Year Actual Generation associated for the Delivery Year that failed to meet the Minimum Delivery Commitment shall be deemed to equal to the sum of the (a) Delivery Year Actual Generation and (b) the result obtained by multiplying the Shortfall CMC Quantity by five (5). For such Event of Default Default, (provided such Event of Default is not cured by Seller in accordance with the foregoing), Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement and any outstanding amounts that are due to Buyer related to the Delivery of CMCs or related Subsidyrelated to the value of any monetized Subsidy received by Seller. The Parties acknowledge that (A) Buyer shall be damaged by the failure of Seller to meet the Minimum Delivery Commitment, (B) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom, (C) the remedies specified herein are fair and reasonable and do not constitute a penalty and (D) the remedies specified in this section shall be Buyer’s sole and exclusive remedy in such Event of Default.