Common use of Remedy for Seller’s Failure to Deliver Clause in Contracts

Remedy for Seller’s Failure to Deliver. If Seller sells, delivers or transfers Output or any Product from the Facility to a party other than PacifiCorp in breach of Section 4.3 or Seller makes a public statement or otherwise takes an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), then Seller shall pay PacifiCorp within five (5) Business Days after receipt of an invoice from PacifiCorp, an amount equal to the sum of (as applicable): (a) PacifiCorp’s Cost to Cover multiplied by the Net Output delivered to a party other than PacifiCorp or Potential Net Output not delivered to PacifiCorp; provided that any disputes between the Parties with respect to the amount of such Potential Net Output will be resolved in accordance with Section 24, as applicable; (b) additional transmission charges, if any, reasonably incurred by PacifiCorp in moving replacement energy to the Point of Delivery or if not there, to such points in PacifiCorp’s control area as determined by PacifiCorp in its sole discretion; (c) damages incurred by PacifiCorp as a result of the failure of Seller to sell and deliver Capacity Rights and Ancillary Services in accordance with this Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d); (d) damages incurred by PacifiCorp as a result of the failure of Seller to sell and deliver Green Tags in accordance with this Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), which shall be calculated based on the applicable Green Tags Price Component; and (e) any additional cost or expense incurred as a result of Seller’s breach of Section 4.3, as reasonably determined by PacifiCorp. PacifiCorp’s invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. Nothing in this Section 11.2.1 shall limit in any respect PacifiCorp’s right to terminate this Agreement and exercise its other rights and remedies in connection therewith pursuant to Section 11.3.

Remedy for Seller’s Failure to Deliver. If Seller sells, delivers or transfers Output or any Product from the Facility to a party other than PacifiCorp in breach of Section 4.3 or Seller makes a public statement or otherwise takes an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), then Seller shall pay PacifiCorp within five (5) Business Days after receipt of an invoice from PacifiCorp, an amount equal to the sum of (as applicable): (a) PacifiCorp’s Cost to Cover multiplied by the Net Output delivered to a party other than PacifiCorp or Potential Net Output not delivered to PacifiCorp; provided that any disputes between the Parties with respect to the amount of such Potential Net Output will be resolved in accordance with Section 24, as applicable; (b) additional transmission charges, if any, reasonably incurred by PacifiCorp in moving replacement energy to the Point of Delivery or if not there, to such points in PacifiCorp’s control area as determined by PacifiCorp in its sole discretion; (c) damages incurred by PacifiCorp as a result of the failure of Seller to sell and deliver Capacity Rights and Ancillary Services in accordance with this Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d); (d) damages incurred by PacifiCorp as a result of the failure of Seller to sell and deliver Green Tags in accordance with this Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), which shall be calculated based on the applicable Green Tags Price Component; and (e) any additional cost or expense incurred as a result of Seller’s breach of Section 4.3, as reasonably determined by PacifiCorp. PacifiCorp’s invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. Nothing in this Section 11.2.1 shall limit in any respect PacifiCorp’s right to terminate this Agreement and exercise its other rights and remedies in connection therewith pursuant to Section 11.3.

Remedy for Seller’s Failure to Deliver. If Seller sells, delivers or transfers Output or any Product from the Facility to a party Person other than PacifiCorp in breach of Section 4.3 or Seller makes a public statement or otherwise takes an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), then Seller shall pay PacifiCorp within five (5) Business Days after receipt of an invoice from PacifiCorp, an amount equal to the sum of (as applicable): (a) the sum for each hour during which Seller sells, delivers or transfers Output or any Product from the Facility to a Person other than PacifiCorp in breach of Section 4.3 of (i) PacifiCorp’s Cost to Cover for such hour multiplied by (ii) the Net Output delivered to a party Person other than PacifiCorp or Potential Net Output not delivered to PacifiCorp; provided that any disputes between the Parties with respect to the amount of during such Potential Net Output will be resolved in accordance with Section 24, as applicablehour; (b) additional transmission charges, if any, reasonably incurred by PacifiCorp in moving replacement energy to the Point of Delivery or if not there, to such points in PacifiCorp’s control area as determined by PacifiCorp in its sole discretion; (c) damages incurred by PacifiCorp as a result of the failure of Seller to sell and deliver Capacity Rights and Ancillary Services in accordance with this Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d); (d) damages incurred by PacifiCorp as a result of (i) the failure of Seller to sell and deliver Green Tags in accordance with this AgreementAgreement or (ii) Seller making a public statement or otherwise taking an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), which shall be calculated based on the applicable Green Tags Price Component; and (e) any additional cost or expense incurred as a result of Seller’s breach of Section 4.34.3 or an Event of Default by Seller pursuant to Section 11.1.2(c), as reasonably determined by PacifiCorp. PacifiCorp’s invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. Nothing in this Section 11.2.1 shall limit in any respect PacifiCorp’s right to terminate this Agreement and exercise its other rights and remedies in connection therewith pursuant to Section 11.3.

Remedy for Seller’s Failure to Deliver. If If: (x) Seller sells, delivers or transfers Output or any Product from the Facility to a party Person other than PacifiCorp or its designees in breach of Section 4.3 or Seller makes a public statement or otherwise takes an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c); or (y) Seller fails to sell, deliver or transfer to PacifiCorp all Product from the Facility in accordance with the requirements of this Agreement, and such non-performance is not caused by PacifiCorp’s breach of its obligations under this Agreement or otherwise excused under the terms of this Agreement including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(d), then Seller shall will pay PacifiCorp within five (5) Business Days after receipt of an invoice from PacifiCorp, an amount equal to the sum of (as applicable): (a) the sum for each hour during which (i) Seller sells, delivers or transfers Output or any Product from the Facility to a Person other than PacifiCorp in breach of Section 4.3 or (ii) Seller fails to sell, deliver or transfer to PacifiCorp all Product from the Facility in accordance with the requirements of this Agreement, and such non-performance is not caused by PacifiCorp’s breach of its obligations under this Agreement or otherwise excused under the terms of this Agreement, of (A) PacifiCorp’s Cost to Cover for such hour, multiplied by (B) the Net Output delivered to a party other than PacifiCorp or Potential amount of Net Output not delivered to PacifiCorp; provided that any disputes between the Parties with respect to the amount PacifiCorp in breach of this Agreement during such Potential Net Output will be resolved in accordance with Section 24, as applicablehour; (b) additional transmission charges, if any, reasonably incurred by PacifiCorp in moving replacement energy to the Point of Delivery or if not there, to such points in PacifiCorp’s control area as determined by PacifiCorp in its sole discretion; (c) damages incurred by PacifiCorp as a result of the failure of Seller to sell and deliver Capacity Rights and Ancillary Services in accordance with this Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d); (d) damages incurred by PacifiCorp as a result of (i) the failure of Seller to sell and deliver Green Tags in accordance with this AgreementAgreement or (ii) Seller making a public statement or otherwise taking an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), which shall will be calculated based on the applicable Green Tags Price Component; and (e) any additional cost or expense incurred as a result of Seller’s breach of Section 4.3, Seller’s unexcused failure to sell, deliver or transfer to PacifiCorp all Product from the Facility in accordance with the requirements of this Agreement, or an Event of Default by Seller pursuant to Section 11.1.2(c) or Section 11.1.2(d), as reasonably determined by PacifiCorp. PacifiCorp’s invoice for such amount shall will include a written statement explaining in reasonable detail the calculation of such amount. Nothing in this Section 11.2.1 shall will limit in any respect PacifiCorp’s right to terminate this Agreement and exercise its other rights and remedies in connection therewith pursuant to Section 11.3.

Remedy for Seller’s Failure to Deliver. If Seller sells, delivers or transfers Output or any Product from the Facility to a party Person other than PacifiCorp in breach of Section 4.3 or Seller makes a public statement or otherwise takes an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), then Seller shall pay PacifiCorp within five (5) Business Days after receipt of an invoice from PacifiCorp, an amount equal to the sum of (as applicable): (a) the sum for each hour during which Seller sells, delivers or transfers Output or any Product from the Facility to a Person other than PacifiCorp in breach of Section 4.3 of (i) PacifiCorp’s Cost to Cover for such hour multiplied by (ii) the Net Output delivered to a party Person other than PacifiCorp or Potential Net Output not delivered to PacifiCorp; provided that any disputes between the Parties with respect to the amount of during such Potential Net Output will be resolved in accordance with Section 24, as applicablehour; (b) additional transmission charges, if any, reasonably incurred by PacifiCorp in moving replacement energy to the Point of Delivery or if not there, to such points in PacifiCorp’s control area as determined by PacifiCorp in its sole discretion; (c) damages incurred by PacifiCorp as a result of the failure of Seller to sell and deliver Capacity Rights and Ancillary Services in accordance with this Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d); (d) damages incurred by PacifiCorp as a result of (i) the failure of Seller to sell and deliver Green Tags in accordance with this AgreementAgreement or (ii) Seller making a public statement or otherwise taking an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), which shall be calculated based on the applicable Green Tags Price Component; and (e) any additional cost or expense incurred as a result of Seller’s breach of Section 4.34.3 or an Event of Default by Seller pursuant to Section 11.1.2(c), as reasonably determined by PacifiCorp. PacifiCorp’s invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. Nothing in this Section Section 11.2.1 shall limit in any respect PacifiCorp’s right to terminate this Agreement and exercise its other rights and remedies in connection therewith pursuant to Section 11.3.

Remedy for Seller’s Failure to Deliver. If If: (x) Seller sells, delivers or transfers Output or any Product from the Facility to a party Person other than PacifiCorp in breach of Section 4.3 or Seller makes a public statement or otherwise takes an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c); or (y) Seller fails to sell, deliver or transfer to PacifiCorp all Product from the Facility in accordance with the requirements of this Agreement, and such non-performance is not caused by PacifiCorp’s breach of its obligations under this Agreement or otherwise excused under the terms of this Agreement including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(d), then Seller shall will pay PacifiCorp within five (5) Business Days after receipt of an invoice from PacifiCorp, an amount equal to the sum of (as applicable): (a) the sum for each hour during which (i) Seller sells, delivers or transfers Output or any Product from the Facility to a Person other than PacifiCorp in breach of Section 4.3 or (ii) Seller fails to sell, deliver or transfer to PacifiCorp all Product from the Facility in accordance with the requirements of this Agreement, and such non-performance is not caused by PacifiCorp’s breach of its obligations under this Agreement or otherwise excused under the terms of this Agreement, of (A) PacifiCorp’s Cost to Cover for such hour, multiplied by (B) the Net Output delivered to a party other than PacifiCorp or Potential amount of Net Output not delivered to PacifiCorp; provided that any disputes between the Parties with respect to the amount PacifiCorp in breach of this Agreement during such Potential Net Output will be resolved in accordance with Section 24, as applicablehour; (b) additional transmission charges, if any, reasonably incurred by PacifiCorp in moving replacement energy to the Point of Delivery or if not there, to such points in PacifiCorp’s control area as determined by PacifiCorp in its sole discretion; (c) damages incurred by PacifiCorp as a result of the failure of Seller to sell and deliver Capacity Rights and Ancillary Services in accordance with this Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d); (d) damages incurred by PacifiCorp as a result of (i) the failure of Seller to sell and deliver Green Tags in accordance with this AgreementAgreement or (ii) Seller making a public statement or otherwise taking an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), which shall will be calculated based on the applicable Green Tags Price Component; and (e) any additional cost or expense incurred as a result of Seller’s breach of Section 4.3, Seller’s unexcused failure to sell, deliver or transfer to PacifiCorp all Product from the Facility in accordance with the requirements of this Agreement, or an Event of Default by Seller pursuant to Section 11.1.2(c) or Section 11.1.2(d), as reasonably determined by PacifiCorp. PacifiCorp’s invoice for such amount shall will include a written statement explaining in reasonable detail the calculation of such amount. Nothing in this Section 11.2.1 shall will limit in any respect PacifiCorp’s right to terminate this Agreement and exercise its other rights and remedies in connection therewith pursuant to Section 11.3.

Remedy for Seller’s Failure to Deliver. If (a) Seller sells, delivers or transfers Output or any Storage Product from the Storage Facility to a party Person other than PacifiCorp in breach of Section Section‌ 4.3 or (b) Seller makes a public statement fails to deliver and make available to PacifiCorp all Storage Product from the Storage Facility in accordance with the requirements of this Agreement, and such non- performance is not caused by PacifiCorp’s breach of its obligations under this Agreement or otherwise takes an action that any Governmental Authority or excused under the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim terms of Green Tagsthis Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), then Seller shall pay PacifiCorp within five (5) Business Days after receipt of an invoice from PacifiCorp, an amount equal to the sum of (as applicable): (ai) PacifiCorp’s Cost to Cover multiplied by the Net Output Discharging Energy sold, delivered or transferred to a party Person other than PacifiCorp or Potential Net Output not delivered and made available to PacifiCorp; provided that any disputes between the Parties with respect to the amount of such Potential Net Output will be resolved in accordance with Section 24, as applicable; (b) additional transmission charges, if any, reasonably incurred by PacifiCorp in moving replacement energy to the Point of Delivery or if not there, to such points in PacifiCorp’s control area as determined by PacifiCorp in its sole discretion; (cii) damages incurred by PacifiCorp as a result of the failure of Seller to sell deliver and deliver make available to PacifiCorp Capacity Rights and Ancillary Services in accordance with this Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d); (d) damages incurred by PacifiCorp as a result of the failure of Seller to sell and deliver Green Tags in accordance with this Agreement, including upon the occurrence and during the continuation of an Event of Default by Seller under Section 11.1.2(c) or Section 11.1.2(d), which shall be calculated based on the applicable Green Tags Price Component; and (eiii) any additional cost or expense incurred as a result of Seller’s breach of Section 4.3, as reasonably determined by PacifiCorp. PacifiCorp’s invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. Nothing in this Section 11.2.1 shall limit in any respect PacifiCorp’s right to terminate this Agreement and exercise its other rights and remedies in connection therewith pursuant to Section 11.3.