Common use of Cover Standard Clause in Contracts

Cover Standard. The sole and exclusive remedy of the parties in the event of a breach of an obligation to deliver or receive Product shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Location(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Price and the price received by Seller utilizing the Cover Standard for the resale of such Product, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Locations(s), multiplied by the difference between the Contract Quantity and the quantity actually received by Buyer for such Day(s) excluding any quantity for which no sale is available; and (iii) in the event that Buyer has used commercially reasonable efforts to replace the Product or Seller has used commercially reasonable efforts to sell the Product to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Product, then in addition to (i) or (ii) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Product not replaced or sold shall be an amount equal to any unfavorable difference between the Price and the Spot Price, adjusted for such transportation to the applicable Delivery Location, multiplied by the quantity of such Product not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable within five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated.

Cover Standard. The sole and exclusive remedy of the parties in the event of a breach of an a Firm obligation to deliver or receive Product Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Location(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such ProductGas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Locations(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually received taken by Buyer for such Day(s) excluding any quantity for which no sale is available; and (iii) in the event that Buyer has used commercially reasonable efforts to replace the Product Gas or Seller has used commercially reasonable efforts to sell the Product Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of ProductGas, then in addition to (i) or (ii) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Product Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery LocationPoint, multiplied by the quantity of such Product Gas not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable within five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated.

Cover Standard. The In addition to any liability for Imbalance Charges, which shall not be recovered twice by the following remedy, the exclusive and sole and exclusive remedy of the parties Parties in the event of a breach of an any Service Level obligation to deliver or receive Product shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in incremental transportation costs to or from the Delivery Location(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available); or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the an amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such ProductStandard, adjusted for commercially reasonable differences in incremental transportation costs to or from the Delivery Locations(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually received taken by Buyer for such Day(s) excluding any quantity for which no sale is available); and or (iii) in the event that Buyer has used commercially reasonable efforts to replace the Product Gas or Seller has used commercially reasonable efforts to sell the Product Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Productavailable, then in addition to (i) or (ii) above, as applicable, the exclusive and sole and exclusive remedy of the performing non-breaching party with respect to the Product not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery LocationPoint, multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller and received by Buyer for such Day(s). The parties understand and agree that, in utilizing the Cover Standard, that the exact amount of actual damages may be difficult to ascertain or prove and that liquidated damages provided herein, together with Imbalance Charges, represents a fair and reasonable estimate of the damages actually suffered by a Party and that upon payment of such Product not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2liquidated amount no other payment, but Seller and/or Buyer shall be responsible other than for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable within five Business Days after presentation due for a breach of the performing party’s invoice, which shall set forth the basis upon which such amount was calculatedService Level obligation.

Cover Standard. The sole and exclusive remedy of the parties in the event of a breach of an a Firm obligation to deliver or receive Product Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Location(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available); or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such ProductGas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Locations(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually received taken by Buyer for such Day(s) excluding any quantity for which no sale is available); and or (iii) in the event that Buyer has used commercially reasonable efforts to replace the Product Gas or Seller has used commercially reasonable efforts to sell the Product Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Productavailable, then in addition to (i) or (ii) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Product not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable appropriate Delivery LocationPalm, multiplied by try the difference between the Contract Quantity and the quantity of actually delivered by Seller and received by Buyer for such Product not replaced or soldDay(s). Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable within five Business Days after presentation of the performing party’s 's invoice, which shall set forth the basis upon which such amount was calculated.

Cover Standard. The sole and exclusive remedy of the parties in the event of a breach of an a Firm obligation to deliver or receive Product Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Location(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Co ver Standard for the resale of such ProductGas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Locations(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually received taken by Buyer for such Day(s) excluding any quantity for which no sale is available; and (iii) in the event that Buyer has used commercially reasonable efforts to replace the Product Gas or Seller has used commercially reasonable efforts to sell the Product Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of ProductGas, then in addition to (i) or (ii) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Product Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery LocationPoint, multiplied by the quantity of such Product Gas not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable within five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated.The

Cover Standard. The In addition to any liability for Imbalance Charges, which shall not be recovered twice by the following remedy, the exclusive and sole and exclusive remedy of the parties Parties in the event of a breach of an any Service Level obligation to deliver or receive Product shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in incremental transportation costs to or from the Delivery Location(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available); or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the an amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such ProductStandard, adjusted for commercially reasonable differences in incremental transportation costs to or from the Delivery Locations(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually received taken by Buyer for such Day(s) excluding any quantity for which no sale is available); and or (iii) in the event that Buyer has used commercially reasonable efforts to replace the Product Gas or Seller has used commercially reasonable efforts to sell the Product Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Productavailable, then in addition to (i) or (ii) above, as applicable, the exclusive and sole and exclusive remedy of the performing non-breaching party with respect to the Product not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery LocationPoint, multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller and received by Buyer for such Day(s). The parties understand and agree that, in utilizing the Cover Standard, that the exact amount of actual damages may be difficult to ascertain or prove and that liquidated damages provided herein, together with Imbalance Charges, represents a fair and reasonable estimate of the damages actually suffered by a Party and that upon payment of such Product not replaced or sold. liquidated amount no other payment, other than for Imbalance Charges Charges, shall be due for a breach of Service Level xxxxxxxxxx.Xx addition to any liability for Imbalance Charges, which shall not be recovered under this Section 3.2twice by the following remedy, but Seller and/or Buyer the exclusive and sole remedy of the Parties in the event of a breach of any Service Level obligation shall be responsible recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the Spot Price plus any transportation charges which would be owed to move Gas to the Delivery Point and the Price for the applicable Transaction, multiplied by the difference between the Quantity and the quantity actually delivered by Seller for such Day(s); or in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the positive difference, if any, between the Price for the applicable Transaction and the Spot Price plus any transportation charges which would be owed to move Gas to the Delivery Point multiplied by the difference between the Quantity and the quantity actually taken by Buyer for such Day(s). The Parties understand and agree that the exact amount of actual damages may be difficult to ascertain or prove and that liquidated damages provided herein, together with Imbalance Charges, represents a fair and reasonable estimate of the damages actually suffered by a Party and that upon payment of such liquidated amount no other payment, other than for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable within five Business Days after presentation due for a breach of the performing party’s invoice, which shall set forth the basis upon which such amount was calculatedService Level obligations.

Cover Standard. The sole and exclusive remedy of the parties in the event of a breach of an obligation to deliver or receive Product Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Location(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such ProductGas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Locations(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually received taken by Buyer for such Day(s) excluding any quantity for which no sale is available; and (iii) in the event that Buyer has used commercially reasonable efforts to replace the Product Gas or Seller has used commercially reasonable efforts to sell the Product Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of ProductGas, then in addition to (i) or (ii) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Product Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery LocationPoint, multiplied by the quantity of such Product Gas not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable within five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated.

Cover Standard. The sole and exclusive remedy of the parties Parties in the event of a breach of an a Firm obligation to deliver or receive Product Gas shall be recovery of the following: (ia) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Location(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or (iib) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such ProductGas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Locations(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually received taken by Buyer for such Day(s) excluding any quantity for which no sale is available; and (iiic) in the event that Buyer has used commercially reasonable efforts to replace the Product Gas or Seller has used commercially reasonable efforts to sell the Product Gas to a third partyParty, and no such replacement or sale is available for all or any portion of the Contract Quantity quantity of ProductGas, then in addition to (i) or (ii) above, as applicable, the sole and exclusive remedy of the performing party Party with respect to the Product Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery LocationPoint, multiplied by the quantity of such Product Gas not replaced or sold. Imbalance Charges shall not be recovered under this Section Paragraph 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3Paragraph 3.4(c) of this Gas Annex. The amount of such unfavorable difference shall be payable within five Business Days after presentation of the performing partyParty’s invoice, which shall set forth the basis upon which such amount was calculated.

Cover Standard. The sole and exclusive remedy of the parties in the event of a breach of an obligation to deliver or receive Product a Firm obligation44 shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard for replacement Gas or alternative fuels4546 and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Location(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available); or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such ProductGas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Locations(sPoint(s), multiplied by the difference between the Contract Quantity and the quantity actually received taken by Buyer for such Day(s) excluding any quantity for which no sale is availableDay(s)47; and or (iii) in the event that Buyer has used commercially reasonable efforts to replace the Product Gas or Seller has used commercially reasonable efforts to sell the Product Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Productavailable, then in addition to (i) or (ii) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Product not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery LocationPoint, multiplied by the difference between the Contract Quantity and the quantity of actually delivered by Seller and received by Buyer for such Product not replaced or soldDay(s). Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall 42 Sempra: [2] No statement as to when non-performance damages are to be payable within five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculatedpaid.