Output Guarantee Clause Samples

Output Guarantee. Seller is obligated to deliver a quantity of Net Output during each Rolling Period which is equal to the Output Guarantee. For purposes of this Agreement, “Output Guarantee” for any Rolling Period means the sum of (i) 90% of the Expected Energy of the Facility for such Rolling Period, less (ii) any quantities of Output that were not delivered to the Point of Delivery (or accepted by PacifiCorp) in such Rolling Period during periods constituting Seller Uncontrollable Minutes (such quantity calculated on the basis of the Net Output capable of being delivered in an hour at an average rate equivalent to the actual Nameplate Capacity Rating). For purposes of this Agreement, “Rolling Period” means any two consecutive Contract Years occurring during the Term.
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Output Guarantee. Beginning on the Actual Commercial Operation Date and during each Billing Year throughout the Term, Seller guarantees to deliver Output to Purchaser not less than ninety percent (90%) of the Annual Contract Quantity (in kWh) for such Billing Year, as adjusted by the Site Adjustment Factor (the “Output Guarantee”). The Output Guarantee in any Billing Year shall be reduced by the amount (in kWh), as reasonably estimated by the Parties, of Electricity that Seller was unable to produce and sell to Purchaser as a result of (i) a Force Majeure Event, (ii) a curtailment by Purchaser in excess of the Outage Allowance, or (iii) other actions of Purchaser.
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Output Guarantee. Beginning on the Actual Commercial Operation Date and during each Billing Year throughout the Term, Seller guarantees to deliver Output to Purchaser not less than [•] percent ([•]%) of the Annual Contract Quantity (in kWh) (the “Output Guarantee”). The Output Guarantee in any Billing Year shall be reduced by the amount (in kWh), as reasonably estimated by the Parties, of Electricity that Seller was unable to produce and sell to Purchaser as a result of (i) a Force Majeure Event or (ii) a curtailment by Purchaser in excess of the Outage Allowance.
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Output Guarantee. Subject to the provisions of Appendix G3 below, Seller guarantees that the solar portion of the Generating Facilities will generate electricity at not less than eighty percent (80.00%) of the System’s solar installed Capacity during each Contract Year (the “Solar System Output Guarantee”), calculated as follows: within thirty (30) day following the final day of each Contract Year, Seller will determine if the System complied with the Solar System Output Guarantee by dividing (i) the kWh produced by the solar generation components of System in such year, by (ii) the value of (A) Guaranteed Yearly Solar System Output Amount for such Contract Year set forth in the table below less (B) the number of hours during such year during which the System was subject to an exclusion set forth in Appendix G3 below. In the event that the result of such calculation is less than eighty percent (80.00%), Seller shall make a payment or provide a credit (“Solar System Output Guarantee Deficit Payment”) to Purchaser equal to (x) [ten dollar ($10.00)], multiplied by (y) the difference between (A) the number of MWh in the applicable year that would have resulted in eighty percent (80.00%) output pursuant to the formula set forth above, minus (B) the actual MWh Delivered achieved in such year. Seller will, at Purchaser’s election, remit such Output Guarantee Deficit Payment to Purchaser within forty-five (45) days of the final day of the applicable calendar year or provide a credit to Purchaser on the next monthly invoice.
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Output Guarantee. Seller guarantees to Purchaser that the Energy Output of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Agreement, shall be not less than the product of the Guaranteed Level and the Expected Annual Energy Output for the System, as adjusted for measured meteorological conditions according to Section 2.13. Notwithstanding any other provisions of this Agreement, component failures not caused by an act of Force Majeure or by the Purchaser, including but not limited to, failure of one or more inverters, shall not excuse any System’s performance obligations under this Agreement.
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Output Guarantee. 7.5.1 By December 1st of each calendar year, the Seller shall submit in writing to the Buyer the identity of a licensed professional independent engineer or licensed professional independent engineering firm (not required to be licensed in the State of Idaho) and the independent engineer or engineering firm’s qualifications that the Seller intends to contract with to complete the annual certification as required in this Section. The Seller shall be responsible for all costs of retaining this engineer and the cost of completing the certification as required within this Section. No later than ten (10) Business Days after Seller’s notification to the Buyer of the Seller’s proposed independent engineer or independent engineering firm, Buyer shall send Seller a written notice, either (A) approving the independent engineer or independent engineering firm specified in the notice, or (B) setting forth in reasonable detail Buyer’s reasons for concluding that the independent engineer or independent engineering firm selected by the Seller is not acceptable. If Buyer does not respond on or before the end of the tenth (10th) Business Day after Seller’s notice, the independent engineer or the independent engineering firm selected by the Seller shall be deemed to be acceptable. If Buyer reasonably disagrees that the Seller selected independent engineer or independent engineering firm is acceptable, the Parties shall cooperate promptly and in good faith to address Buyer’s concerns and agree upon an independent engineer or independent engineering firm. If the Parties are unable to agree to an independent engineer or independent engineering firm within ten (10) Business Days of Buyer’s notice of disagreement, either Party may pursue dispute resolution under Article 25 to determine an independent engineer. 7.5.2 No later than February 1st of each calendar year, the Seller will provide the Buyer with a report and an energy forecast, stamped and approved by the professional independent engineer or the independent engineering firm specified above, containing at the minimum, certification of the following: a) Current status of the geothermal resource in comparison to the previous status of the resource. This information will include a detailed description of any geothermal resource degradation, the apparent cause of such degradation, assessment of future status of the resource and its ability to sustain its current level of output in consideration of the requirements of Section ...
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Related to Output Guarantee

  • Payment Guarantee 53.1. On Contracts where one hundred (100%) percent performance bonds and payment bonds are executed, this Article does not apply. 53.2. In the event the terms of this Contract do not require the Contractor to provide a payment bond or where the Contract does not require a payment bond for one hundred (100%) percent of the Contract price, the City shall, in accordance with the terms of this Article, guarantee payment of all lawful claims for: 53.2.1. Wages and compensation for labor performed and/or services rendered; and 53.2.2. Materials, equipment, and supplies provided, whether incorporated into the Work or not, when demands have been filed with the City as provided hereinafter by any person, firm, or corporation which furnished labor, material, equipment, supplies, or any combination thereof, in connection with the Work performed hereunder (hereinafter referred to as the “beneficiary”) at the direction of the City or the Contractor. 53.3. The provisions of Article 53.2 are subject to the following limitations and conditions: 53.3.1. If the Contractor provides a payment bond for a value that is less than one hundred (100%) percent of the value of the Contract Work, the payment bond provided by the Contractor shall be primary (and non-contributing) to the payment guarantee provided under this Article. 53.3.2. The guarantee is made for the benefit of all beneficiaries as defined in Article 53.2 provided that those beneficiaries strictly adhere to the terms and conditions of Articles 53.3.4 and 53.3.5. 53.3.3. Nothing in this Article shall prevent a beneficiary providing labor, services or material for the Work from suing the Contractor for any amounts due and owing the beneficiary by the Contractor. 53.3.4. Every person who has furnished labor or material, to the Contractor or to a Subcontractor of the Contractor, in the prosecution of the Work and who has not been paid in full therefor before the expiration of a period of ninety (90) Days after the date on which the last of the labor was performed or material was furnished by him/her for which the claim is made, shall have the right to sue on this payment guarantee in his/her own name for the amount, or the balance thereof, unpaid at the time of commencement of the action; provided, however, that a person having a direct contractual relationship with a Subcontractor of the Contractor but no contractual relationship express or implied with the Contractor shall not have a right of action upon the guarantee unless he/she shall have given written notice to the Contractor within one hundred twenty (120) Days from the date on which the last of the labor was performed or the last of the material was furnished, for which his/her claim is made, stating with substantial accuracy the amount claimed and the name of the party to whom the material was furnished or for whom the labor was performed. The notice shall be served by delivering the same personally to the Contractor or by mailing the same by registered mail, postage prepaid, in an envelope addressed to the Contractor at any place where it maintains an office or conducts its business; provided, however, that where such notice is actually received by the Contractor by other means, such notice shall be deemed sufficient. 53.3.5. Except as provided in Labor Law Section 220-g, no action on this payment guarantee shall be commenced after the expiration of the one-year limitations period set forth in Section 137(4)(b) of the State Finance Law. 53.3.6. The Contractor shall promptly forward to the City any notice or demand received pursuant to Article 53. 3.4. The Contractor shall inform the City of any defenses to the notice or demand and shall forward to the City any documents the City requests concerning the notice or demand.

  • Parent Guarantee (a) Holdings hereby agrees to become a party to the Indenture as a Guarantor and in accordance with the amendments to the terms of the Indenture made in Section 2 of this Supplemental Indenture, to be substituted for STX as “Parent” under the Indenture, the Notes and the Parent Guarantee. Holdings shall have all of the rights and be subject to all of the obligations and agreements of Parent under the Indenture, the Notes and the Parent Guarantee. Holdings hereby unconditionally and irrevocably guarantees to each Holder and to the Trustee and its successors and assigns the Guaranteed Obligations in accordance with Article 10 of the Indenture. (b) Holdings further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings and that Holdings will remain bound by Article 10 of the Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. (c) Holdings waives presentation to, demand of, payment from and protest to Holdings of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings under the Parent Guarantee shall not be affected by: i. the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against Holdings or any other Person under this Indenture, the Notes or any other agreement or otherwise; ii. any extension or renewal of any thereof; iii. any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; iv. the release of any security held by any Holder or the Trustee for the obligations of any of them; v. the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or vi. except as set forth in Section 10.05 of the Indenture, any change in the ownership of Holdings. (d) Holdings further agrees that the Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.02 and 10.05 of the Indenture, the obligations of Holdings under the Parent Guarantee shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, this Indenture, the Notes or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings under the Parent Guarantee shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of Holdings or would otherwise operate as a discharge of Holdings as a matter of law or equity. (f) Holdings further agrees that the Parent Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or premium (if any) on or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings by virtue hereof, upon the failure of the Company to pay the principal of or premium (if any) on or interest on any Guaranteed Obligation when or to perform or comply with any other Guaranteed Obligation, Holdings hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. (h) Holdings further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations Guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings for the purposes of Section 10.01 of the Indenture. (i) Holdings also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under Section 10.01 of the Indenture.

  • Performance Guarantee 9.4.1 The Concessionaire shall, for the performance of its obligations hereunder during the Concession Period, provide to the Authority no later than [90] days prior to expiry of the Performance Security, an irrevocable and unconditional guarantee from a Bank for a sum equivalent to Rs. ***** crore (Rupees ***** crore)7 in the form set forth in Schedule-FF (the “Performance Guarantee”). Until such time the Performance Guarantee is provided by the Concessionaire pursuant hereto and the same comes into effect, notwithstanding anything contained in clause 9.3 the Performance Security shall remain in force and effect, and upon such provision of the Performance Guarantee pursuant hereto, the Authority shall release the Performance Security to the Concessionaire. 9.4.2 Notwithstanding anything to the contrary contained in this Agreement, in the event Performance Guarantee is not provided by the Concessionaire within a period of [90] days prior to expiry of the Performance Security, the Authority may invoke and encash the Performance Security and appropriate the proceeds thereof as Damages, and thereupon all rights, privileges, claims and entitlements of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased with the concurrence of the Concessionaire, and this Agreement shall be deemed to have been terminated by mutual agreement of the Parties.

  • Data Not Guaranteed The Customer expressly agrees that any data or online reports is provided to the Customer without warranties of any kind, express or implied, including but not limited to, the implied warranties of merchantability, fitness of a particular purpose or non-infringement. The Customer acknowledges that the information contained in any reports provided by you is obtained from sources believed to be reliable but is not guaranteed as to its accuracy of completeness. Such information could include technical or other inaccuracies, errors or omissions. In no event shall you or any of your affiliates be liable to the Customer or any third party for the accuracy, timeliness, or completeness of any information made available to the Customer or for any decision made or taken by the Customer in reliance upon such information. In no event shall you or your affiliated entities be liable for any special incidental, indirect or consequential damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not advised of the possibility of damages, and on any theory of liability, arising out of or in connection with the use of any reports provided by you or with the delay or inability to use such reports.