Availability Guarantee – Liquidated Damages Sample Clauses

The Availability Guarantee – Liquidated Damages clause establishes a contractual commitment that a service or system will meet specified uptime or performance levels, with predetermined financial penalties if these targets are not achieved. Typically, this clause outlines the minimum acceptable availability percentage (such as 99.9% uptime per month) and details the calculation and payment of liquidated damages—fixed sums payable by the provider for each period of non-compliance. Its core function is to incentivize reliable performance and provide the customer with a clear, enforceable remedy if the agreed service levels are not maintained, thereby allocating risk and ensuring accountability.
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Availability Guarantee – Liquidated Damages. From Commencement Date through the last day of the Term, Contractor warrants and covenants that Wind Project Availability at each Wind Project will meet or exceed the Availability Guarantee as set forth in Section 3.1. In the event Wind Project Availability does not meet or exceed the Availability Guarantee, Contractor shall then pay the Company liquidated damages, not as a penalty, for the Wind Project’s lost yields at the end of each Annual Reference Period. Base for compensation (“Production Baseline”) shall be Measured Production adjusted to the level of performance guaranteed, as follows: Production Baseline [MWh] = Measured Production [MWh] X (Availability Guarantee [%] / Wind Project Availability [%]) The compensatory payment or applicable credit due to Company for liquidated damages shall be calculated at the end of each Annual Reference Period pursuant to the formula as follows: Compensatory payment/credit [$] = LD Rate [USD/MWh] X (Production Baseline [MWh] - Measured Production [MWh]); Where the LD Rate is the amount to be received by Company for each MWh below the Availability Guarantee as defined in Section 1.1. Example of calculation at 97.5% in USD, with the following assumed data: - Measured Production: 350,000 MWh - Availability Guarantee: 97.5 % - Wind Project Availability: 95.5 % - LD Rate: $/MWh Production Baseline = 350,000 x (97.5 /95.5) = 357,330 MWh Compensatory payment [$] = $ 0 x (357,330 – 350,000) = x 7,330 = $ THIS GUARANTEE (“Guarantee”), effective as of [ ], by [ ], a [ PacifiCorp (“Company”).
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Related to Availability Guarantee – Liquidated Damages

  • Obligation Absolute; Partial Liquidated Damages The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Debenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such Conversion Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a H▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

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  • Delay Liquidated Damages Delay Liquidated Damages has the meaning set out in GC 7.6.1.

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  • Prior Payment of Guaranteed Obligations In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.