Output Guaranty Sample Clauses
Output Guaranty. 1. The Output Guaranty is in full force and effect, and has not been amended. No event or condition has occurred that, with the giving of notice or the passage of time, would entitle SPI to terminate the Output Guaranty or cease performance of its obligations under the Output Guaranty.
2. SPI acknowledges and consents to the Output Guaranty Assignment to secure Borrower’s obligations to Lender under the Loan.
3. To the actual knowledge of SPI, there is no existing lease, mortgage, security interest or other interest in or lien which could attach to the Output Guaranty other than the Output Guaranty Assignment.
4. SPI agrees that it shall give written notice to Lender (the “Default Notice”) of any event or circumstance that would entitle SPI to terminate the Output Guaranty or to cease performance of its obligations thereunder on the basis of any default or alleged default by Borrower or Master Tenant (a) so long as any monetary default (i.e., a default that may be cured by the mere payment of money to SPI or a third person) is cured within thirty (30) calendar days after the date of delivery of the Default Notice; or (b) in the case of a Non-Curable Default, so long as Lender, within thirty (30) calendar days of delivery of the Default Notice, cures any monetary default(s) and also commences, and thereafter diligently prosecutes to completion, such efforts as may be necessary for it to obtain control of the PV System (as defined in the Output Guaranty), which may include foreclosure under the deed of trust executed by Borrower, as trustor, for the benefit of Lender, as beneficiary, to further secure the Loan (the “Deed of Trust”), either judicially or by power of sale, or to obtain a deed in lieu of such foreclosure. Non-Curable Defaults include, but are not limited to, any defaults that cannot be cured by Lender, the filing of any bankruptcy proceedings by or on behalf of Borrower or Master Tenant (whether the proceedings are voluntary or involuntary), Borrower’s or Master Tenant’s general assignment for the benefit of creditors, or appointment of a receiver for Borrower or Master Tenant, or for any of their respective assets. All cure Acknowledgement, Confirmation and Estoppel periods afforded Lender under this provision shall be suspended during the pendency of any writ, order, or injunction of any court, or the automatic stay of proceedings imposed by bankruptcy law, which effectively prevent Lender from commencing or prosecuting a foreclosure under th...
Output Guaranty. (a) Annual Expected Performance Output. Seller estimates that the System should have delivered an “Annual Expected Performance Output” for each full Contract Year beginning on the Commercial Operation Date, which shall be the annual kWh at the Production Meter calculated using PVSYST modeled with Annual Expected Insolation and other meteorological parameters including but not limited to snowfall and allowing for a 0.7% annual degradation in System performance. These values are specified in Schedule 2, and are subject to update by Seller by written notice delivered to Buyer within thirty (30) days after the Commercial Operation Date.
(b) Guaranteed Output. Seller hereby guarantees that, for each Contract Year during the Term, Buyer’s Allocated Percentage of Delivered Energy will be at least ninety percent (90%) of the product of Buyer’s Allocated Percentage multiplied by Adjusted Annual Expected Performance Output for that Contract Year (the “Guaranteed Output”). For purposes of calculating whether the Guaranteed Output has been achieved, within forty-five (45) days following the last day of each Contract Year during the Term, Seller shall deliver to Buyer a report (the “Seller’s Report”) describing for such Contract Year: Buyer’s Allocated Percentage, the amount of Excused Output, the Delivered Energy, the inputs used to calculate the Adjusted Annual Expected Performance Output, the Annual Expected Performance Output and whether the Delivered Energy achieves the Guaranteed Output.
(c) In the event that the Buyer’s Allocated Percentage of Delivered Energy for any Contract Year is less than the Guaranteed Output for that Contract Year (the amount of difference being the “Performance Difference”), then Seller shall pay Buyer an amount equal to the product of (i) the Performance Difference multiplied by (ii) the Rate Difference. Payment shall be made within thirty (30) days following receipt of written notice from Buyer of the amount due. “Rate Difference” means the greater of (1) an amount equal to the Alternative On-Bill Credit (or weighted average Alternative On- Bill Credit) in place during the relevant Contract Year set forth in Seller’s Report minus the Buyer’s kWh Rate for the relevant Contract Year, and (2) zero (0).
Output Guaranty. (a) Annual Expected Performance Output. Seller estimates that the System should have delivered an “Annual Expected Performance Output” for each twelve-month period beginning on the Commercial Operation Date, which shall be the annual kWh at the Production Meter calculated using PVSYST modeled with Annual Expected Insolation and other meteorological parameters including by not limited to snowfall and allowing for a 0.7% annual degradation in System performance. These values are specified in Schedule 3.
Output Guaranty. With respect to each Tranche, as the case may be:
(a) During the Warranty Period, Operator shall determine within thirty (30) days after the end of each calendar month, whether such Tranche has delivered the Minimum kWh to the applicable Interconnection Points during such calendar month (“Output Guaranty”).
(b) If such calculation indicates that the Actual kWh delivered by such Tranche was greater than the Minimum kWh during such calendar month, then the difference (in kWh) between Actual kWh less Minimum kWh shall be recorded as a positive balance in the Output Guaranty Bank for such Tranche.
(c) If such calculation indicates that the Actual kWh delivered by such Tranche was less than the Minimum kWh during such calendar month, then the difference (in kWh) between Minimum kWh less Actual kWh shall be recorded as a negative balance in the Output Guaranty Bank for such Tranche.
(d) Operator shall report the balance of the Output Guaranty Bank to Owner within thirty (30) days of the end of each calendar month. If at any time the Output Guaranty Bank for a Tranche has a negative balance, Owner may make a claim under Section 4.9. If Operator fails to report the results of any Output Guaranty calculation within the period required by this Section 4.2(d), Owner may perform its own calculations, notify Operator of the results of such calculation and, if applicable, make a claim under Section 4.9. An example of an Output Guaranty calculation is attached as Annex C.
Output Guaranty