Common use of Delay Damages Clause in Contracts

Delay Damages. (a) If the Commercial Operation Date is not achieved by the Commercial Operation Date Deadline, Seller shall pay to Buyer Delay Damages for each day after the Commercial Operation Date Deadline until the Facility achieves Commercial Operation as liquidated damages for such delay; provided, however, that if Buyer exercises its right to terminate this Agreement under Sections 11.2 and 11.3, Delay Damages shall be due and owing to the extent that such Delay Damages were due and owing as of the effective date of such termination. (b) Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s delay in achieving or inability to achieve any Condition Precedent, the Completion Deadline and/or the Commercial Operation Date Deadline would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Extension Payments, the liquidated damages provided at the end of Section 4.2, the termination rights and damage calculations under Sections 5.3(c) and 9.3(a), and the Delay Damages all as agreed to by the Parties as set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article shall not limit the amount of damages payable to Buyer if this Agreement is terminated as a result of Seller’s failure to achieve the Completion Deadline and/or Commercial Operation Date Deadline, or otherwise. Any such termination damages shall be determined in accordance with Section 11.3. (c) By the tenth (10th) day following the end of the calendar month in which Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing ▇▇▇▇▇’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ELECTRONICALLY FILED - 2025 March 3 4:12 PM - SCPSC - Docket # 2025-15-E - Page 22 of 71 ten (10) days after receiving such an invoice, Seller shall pay to Buyer, by wire transfer of immediately available funds to an account specified in writing by Buyer or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon any Development Period Credit Support for payment of such Delay Damages, and ▇▇▇▇▇ may exercise any other remedies available for Seller’s default hereunder.

Delay Damages. (a) If the Commercial Operation Date is not achieved by the Commercial Operation Date Deadline, Seller shall pay to Buyer Delay Damages for each day after the Commercial Operation Date Deadline until the Facility achieves Commercial Operation as liquidated damages for such delay; provided, however, that if Buyer exercises its right to terminate this Agreement under Sections 11.2 and 11.3, Delay Damages shall be due and owing to the extent that such Delay Damages were due and owing as of the effective date of such termination. (b) Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s delay in achieving or inability to achieve any Condition Precedent, the Completion Deadline and/or the Commercial Operation Date Deadline would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Extension Payments, the liquidated damages provided at the end of Section 4.2, the termination rights and damage calculations under Sections 5.3(c) and 9.3(a), and the Delay Damages all as agreed to by the Parties as set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article shall not limit the amount of damages payable to Buyer if this Agreement is terminated as a result of Seller’s failure to achieve the Completion Deadline and/or Commercial Operation Date Deadline, or otherwise. Any such termination damages shall be determined in accordance with Section 11.3. (c) By the tenth (10th) day following the end of the calendar month in which Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing ▇▇▇▇▇’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ELECTRONICALLY FILED - 2025 March 3 4:12 PM - SCPSC - Docket # 2025-15-E - Page 22 of 71 ten (10) days after receiving such an invoice, Seller shall pay to Buyer, by wire transfer of immediately available funds to an account specified in writing by Buyer or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon any Development Period Credit Support for payment of such Delay Damages, and ▇▇▇▇▇ may exercise any other remedies available for Seller’s default hereunder.than

Delay Damages. 8.1. If for any reason other than Force Majeure and reasons attributable to BUYER, a Lot of Cells is Delivered after the Guaranteed Delivery Date thereof (aa “Late Delivery”), then for each week (or part thereof) If of delay after the Commercial Operation Date is not achieved by the Commercial Operation Date DeadlineGuaranteed Delivery Date, Seller Supplier shall pay to Buyer Delay Damages for each day after the Commercial Operation Date Deadline until the Facility achieves Commercial Operation as BUYER liquidated damages for such (“Delay Damages”) at the rate of one half percent (0.5%) of the value of the delayed delivery (computed basis Purchase Order price), per week (or part thereof) of delay; provided, however, that Delay Damages payable hereunder shall not exceed twenty percent (20%) of the Purchase Order price (“Liquidated Damages Cap”) of delayed delivery. The Parties agree that the Delay Damages described in this Article 8.1 are fair and reasonable in light of the anticipated harm that would ensue from a delay in Delivery of the Cells, the difficulties in proving the loss and ascertaining the amount of loss to the aggrieved party, the limitation on liability herein and the inconvenience or non-feasibility of otherwise obtaining an adequate remedy. The Parties further acknowledge and agree that such liquidated damages are a genuine and reasonable pre-estimate of and reasonable compensation for the Losses and damages that will be suffered by BUYER in the event of any delay in the supply of the Cells and Supplier irrevocably undertakes that it will not, whether by legal proceedings or otherwise, contend that the amount of the liquidated damages are not reasonable. 8.2. Each Delivery of a Cells that is required to replace a Rejected Cells (“Replacement Cells”) shall be considered a Late Delivery, if Buyer exercises its right Supplier is unable to terminate this Agreement under Sections 11.2 Deliver such Cells within the Guaranteed Replacement Delivery Period and 11.3shall be subject to payment of delay liquidated damages (“Replacement Delay Damages”) by Supplier, which shall accrue from the day after the Guaranteed Replacement Delivery Period ends until the actual Delivery of the Replacement Cells at BUYER’s Site. Replacement Delay Damages shall be due payable at the rate of one half percent (0.5%) of the aggregate value of the Replacement Cells, whose Delivery is delayed beyond the Guaranteed Replacement Delivery Period, per week (or part thereof) of delay; provided, however, that the delay liquidated damages payable hereunder shall not exceed Twenty percent (20%) of the of the aggregate Price of the Replacement Cells (“Replacement Delay Damages Cap”) whose Delivery is delayed beyond the Guaranteed Replacement Delivery Period. The Parties agree that the Replacement Delay Damages are fair and owing reasonable in light of the anticipated harm that would ensue from a delay in Delivery of the Cells, the difficulties in proving the loss and ascertaining the amount of loss to the extent aggrieved Party, the limitation on liability herein and non-feasibility of otherwise obtaining an adequate remedy. The Parties further acknowledge and agree that Replacement Delay Damages are a genuine pre-estimate of loss and are not a penalty. 8.3. Each Delivery of Replacement Cells, shall be considered a Late Delivery, if Supplier is unable to Deliver such Cells on or prior to the Guaranteed Replacement Delivery Period for the Replacement Cells or the Guaranteed Delivery Date for the Shortfall Cells, as the case may be, and subject to Delay Damages, which (i) shall accrue from the Guaranteed Replacement Delivery Period for Replacement Cells, or the Guaranteed Delivery Date for Shortfall Cells,, as the case may be, until the actual Delivery of such Replacement Cells, or Shortfall Cells,; and (ii) shall be payable at the rate of one half percent (0.5%) of the aggregate Price of the Replacement Cells, or Shortfall Cells,, as the case may be, per week (or part thereof) of delay (prorated for delays of less than one week); provided, however, that Delay Damages payable hereunder shall not exceed ten percent (10%) of the aggregate Price of the Replacement Cells or Shortfall Cells, as the case may be. The Parties agree that the liquidated damages described in this Article 8.3 are fair and reasonable in light of the anticipated harm that would ensue from a delay in Delivery of the Cells, the difficulties in proving the loss and ascertaining the amount of loss to the aggrieved party, the limitation on liability herein and the inconvenience or non-feasibility of otherwise obtaining an adequate remedy. The Parties further acknowledge and agree that such Delay Damages were due liquidated damages are a genuine and owing as reasonable pre-estimate of and reasonable compensation for the Losses and damages that will be suffered by BUYER in the event of any delay in the supply of the effective date Replacement Cells, and/or Shortfall Cells, and Supplier irrevocably undertakes that it will not, whether by legal proceedings or otherwise, contend that the amount of the liquidated damages are not reasonable. 8.4. Cost pertaining to replacement would be in the scope of supplier such as transportation ,freight and applicable America custom duty . 8.5. Alternatively, in case a Lot of Cells will get delayed at the Designated Delivery Point, for more than 7 working days for any reason whatsoever other than Force Majeure and reasons attributable to BUYER, and Supplier fails to deliver the Cells by the Guaranteed Delivery Date for more than 7 working days , then without prejudice to any other right or relief available to BUYER under the Contract, BUYER shall be entitled to procure the required Cells from a third party. In the event the price of such termination. (b) Each Party agrees and acknowledges that Cells procured from a third-party is higher than the respective Purchase Order Price, Supplier shall pay to BUYER the difference between: (i) the damages that Buyer would incur due price paid by BUYER to Seller’s delay in achieving or inability to achieve any Condition Precedent, procure the Completion Deadline and/or Cells from a third party and the Commercial Operation Date Deadline would be difficult or impossible to predict with certainty, Contract Price; and (ii) it refund respective Purchase Order Price, within 30 (thirty) days from Supplier’s receipt of invoice for payment from BUYER. BUYER shall also be entitled to terminate the Contract unilaterally with immediate effect at its sole discretion. 8.6. In the event delay in delivery is impractical caused due to acts and difficult to assess actual damages in omission of the circumstances statedPurchaser, and therefore then the Extension Payments, the liquidated damages provided at the end of Section 4.2, the termination rights and damage calculations under Sections 5.3(c) and 9.3(a)Delivery Date shall be postponed accordingly, and the Delay Damages all as agreed to by the Parties as set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article Supplier shall not limit the amount of damages payable be held liable for such delay and shall not be liable to Buyer if this Agreement is terminated as a result of Seller’s failure to achieve the Completion Deadline and/or Commercial Operation Date Deadline, or otherwise. Any such termination damages shall be determined in accordance with Section 11.3. (c) By the tenth (10th) day following the end of the calendar month in which pay Delivery Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing Liquidated ▇▇▇▇▇’s computation ▇▇▇.▇▇ case of such damages and non- payment or delay in payment of any invoice or any amount due Buyer in respect thereof for the preceding calendar month. No later than ELECTRONICALLY FILED - 2025 March 3 4:12 PM - SCPSC - Docket # 2025due, including non-15-E - Page 22 issuance of 71 ten (10) days after receiving such an invoiceL/C or delayed issuance of L/C under this agreement by BUYER , Seller shall pay amongst its legal remedies have the right to Buyerrecover late payment charges or late issuance of L/C against the due amount, at the rate of 9 % per annum or maximum rate permitted by wire transfer applicable laws, whichever is higher from the due date till the actual date of immediately available funds payment or Issuance of L/C. 8.7. BUYER has the right to an account specified in writing periodically raise the debit notes which shall be confirmed by Buyer supplier for any delivery failures or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon any Development Period Credit Support for payment of such Delay Damagesrejected cells, and ▇▇▇▇▇ may exercise any other remedies available these will be adjusted from the invoice for Seller’s default hereunderthe following month.

Delay Damages. Landlord acknowledges that (a) Tenant is physically relocating its headquarters, a substantial number of employees and substantial amounts of equipment, furniture, files, and other items of Tenant's property to the Premises; (b) Tenant's relocation to the Premises cannot occur until Tenant has completed the Tenant Improvements; (c) the construction of the Tenant Improvements must be coordinated with the Substantial Completion of the Required Base Building Improvements in order to avoid substantially disrupting Tenant's business operations and to avoid substantial costs in relocating Tenant's property and obtaining temporary space or in holding over in Tenant's existing leased premises located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in San Francisco ("Existing Premises"); and (d) Tenant is relying upon Landlord to Substantially Complete the Required Base Building Improvements by the Anticipated Delivery Date. If the Commercial Operation Date is Required Base Building Improvements are not achieved Substantially Completed by the Commercial Operation Date DeadlineAnticipated Delivery Date, Seller shall pay Tenant will be entitled to Buyer Delay Damages compensation from Landlord for each day after the Commercial Operation Date Deadline until the Facility achieves Commercial Operation detriment resulting from such failure as liquidated damages for such delay; provided in this Section 2.2.2, provided, however, that if Buyer exercises its right to terminate this Agreement under Sections 11.2 and 11.3, Delay Damages shall be due and owing to the extent that such Delay Damages were due and owing as of the effective date of such termination. (b) Each Party agrees and acknowledges that (i) the damages Anticipated Delivery Date shall be extended by the number of days that Buyer would incur the Substantial Completion Date (as defined in the Work Letter) is delayed due to Seller’s delay in achieving or inability to achieve any Condition Precedent, the Completion Deadline and/or the Commercial Operation Date Deadline would be difficult or impossible to predict with certainty, Force Majeure Events and (ii) it is impractical and difficult notwithstanding anything to assess actual damages the contrary set forth in this Lease or in the circumstances stated, Work Letter and therefore regardless of the Extension Paymentsactual date of delivery of the Premises to Tenant, the liquidated damages provided at the end of Section 4.2, the termination rights and damage calculations under Sections 5.3(c) and 9.3(a), Substantial Completion Date and the Delay Damages all as agreed to by the Parties as set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article shall not limit the amount of damages payable to Buyer if this Agreement is terminated as a result of Seller’s failure to achieve the Completion Deadline and/or Commercial Operation Lease Commencement Date Deadline, or otherwise. Any such termination damages shall be deemed to be the date the Required Base Building Improvements would have been Substantially Completed absent any Tenant Delay as determined in accordance with Section 11.3. (c) By the tenth (10th) day following Work Letter. For purposes of this Lease and the end Work Letter, Landlord must provide Tenant with written notice of the calendar month occurrence of any such Force Majeure Event in which Delay Damages first become due and continuing by the tenth specific detail within three (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing ▇▇▇▇▇’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ELECTRONICALLY FILED - 2025 March 3 4:12 PM - SCPSC - Docket # 2025-15-E - Page 22 of 71 ten (103) days after receiving such an invoice, Seller the commencement thereof or else the Force Majeure Event shall pay not be deemed to Buyer, by wire transfer begin until Landlord's notice thereof. If the delay in achieving Substantial Completion of immediately available funds to an account specified in writing by Buyer or by any other means agreed to the Required Base Building Improvements by the Parties in writing from time Anticipated Delivery Date is due to timereasons other than a Tenant Delay or Force Majeure Event, the amount set forth as due in such invoice. If Seller fails Tenant shall be entitled to pay such amounts when due, Buyer may draw upon any Development Period Credit Support for payment of such Delay Damages, and ▇▇▇▇▇ may exercise any other remedies available for Seller’s default hereunder.liquidated damages as follows:

Delay Damages. (a) If the Commercial Operation Date is not achieved by Contractor fails to comply with Sub-Clause 8.2 [Time for Completion], the Commercial Operation Date Deadline, Seller Contractor shall pay to Buyer Delay Damages to the Employer/s for each day after this default or deduct the Commercial Operation Date Deadline until cost of the Facility achieves Commercial Operation as liquidated damages for such delay; provided, however, that if Buyer exercises its right to terminate this Agreement under Sections 11.2 and 11.3, Delay Damages from the Contract Price. These Delay Damages shall be the sum as agreed to between the Contractor, the Employer/s and the financial institution providing the funding for the Project/s in a separate Addendum to this PPP Agreement, which shall be paid for every day which shall elapse between the relevant Time/s for Completion and the date stated in the Taking-Over Certificate and thus deducted from the Contract Price. These Delay Damages shall be the only damages due and owing from the Contractor for such default, other than in the event of termination under Sub-Clause 20.2 [Termination by Employer] prior to completion of the extent Works. These damages shall not relieve the Contractor from his obligation to complete the Works, or from any other duties, obligations or responsibilities which he may have under the Contract. The Employer/s may inform the financial institution providing the funding for the Project/s that such Delay Damages were should be deducted from any sums due and owing or which become due to the Contractor for the Contract Price. If the Contractor is granted an extension of time under Sub-Clause 8.4 [Extension of Time for Completion] after Delay Damages have been paid or deducted under this Sub-Clause, the Employer/s shall request the financial institution providing the funding for the Project/s to pay or repay to the Contractor any amounts paid or deducted for the period up to the Time/s for Completion as extended. All amounts of such Delay Damages for which the Contractor may become liable are agreed as a genuine pre-estimate of the effective date losses which may be sustained by the Employer/s in the event that the Contractor fails to comply with Sub-Clause 8.2 [Time for Completion] and not a penalty provided always that, notwithstanding any other provisions of such termination. the Contract, in circumstances where the level of any Delay Damages payable pursuant to this Sub-Clause is successfully challenged (bor otherwise deemed unenforceable in any judicial proceedings) Each Party agrees and acknowledges that (i) as constituting a penalty or otherwise cannot be enforced against the damages that Buyer would incur due to Seller’s delay in achieving or inability to achieve any Condition PrecedentContractor, the Completion Deadline and/or the Commercial Operation Date Deadline would Employer/s shall be difficult or impossible entitled to predict with certainty, and (ii) it is impractical and difficult to assess recover all actual damages in the circumstances stated, and therefore the Extension Payments, the liquidated damages provided at the end of Section 4.2, the termination rights and damage calculations under Sections 5.3(c) and 9.3(a), and the Delay Damages all as agreed to suffered by the Parties as set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article shall not limit the amount of damages payable to Buyer if this Agreement is terminated Employer/s as a result of Sellerthe Contractor’s failure to achieve the Completion Deadline and/or Commercial Operation Date Deadline, or otherwise. Any such termination damages shall be determined in accordance with Section 11.3failure. (c) By the tenth (10th) day following the end of the calendar month in which Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing ▇▇▇▇▇’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ELECTRONICALLY FILED - 2025 March 3 4:12 PM - SCPSC - Docket # 2025-15-E - Page 22 of 71 ten (10) days after receiving such an invoice, Seller shall pay to Buyer, by wire transfer of immediately available funds to an account specified in writing by Buyer or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon any Development Period Credit Support for payment of such Delay Damages, and ▇▇▇▇▇ may exercise any other remedies available for Seller’s default hereunder.

Delay Damages. 8.1. If for any reason other than Force Majeure and reasons attributable to [BUYER CO], a Lot of Cells is Delivered after the Guaranteed Delivery Date thereof (aa “Late Delivery”), then for each week (or part thereof) If of delay after the Commercial Operation Date is not achieved by the Commercial Operation Date DeadlineGuaranteed Delivery Date, Seller Supplier shall pay to Buyer Delay Damages for each day after the Commercial Operation Date Deadline until the Facility achieves Commercial Operation as [BUYER CO] liquidated damages for such (“Delay Damages”) at the rate of one half percent (0.5%) of the value of the delayed delivery (computed basis Purchase Order price), per week (or part thereof) of delay; provided, however, that Delay Damages payable hereunder shall not exceed twenty percent (20%) of the Purchase Order price (“Liquidated Damages Cap”) of delayed delivery . The Parties agree that the Delay Damages described in this Article 8.1 are fair and reasonable in light of the anticipated harm that would ensue from a delay in Delivery of the Cells, the difficulties in proving the loss and ascertaining the amount of loss to the aggrieved party, the limitation on liability herein and the inconvenience or non-feasibility of otherwise obtaining an adequate remedy. The Parties further acknowledge and agree that such liquidated damages are a genuine and reasonable pre-estimate of and reasonable compensation for the Losses and damages that will be suffered by [BUYER CO] in the event of any delay in the supply of the Cells and Supplier irrevocably undertakes that it will not, whether by legal proceedings or otherwise, contend that the amount of the liquidated damages are not reasonable. 8.2. Each Delivery of a Cells that is required to replace a Rejected Cells (“Replacement Cells”) shall be considered a Late Delivery, if Buyer exercises its right Supplier is unable to terminate this Agreement under Sections 11.2 Deliver such Cells within the Guaranteed Replacement Delivery Period and 11.3shall be subject to payment of delay liquidated damages (“Replacement Delay Damages”) by Supplier, which shall accrue from the day after the Guaranteed Replacement Delivery Period ends until the actual Delivery of the Replacement Cells at [BUYER CO]’s Site. Replacement Delay Damages shall be due payable at the rate of one half percent (0.5%) of the aggregate value of the Replacement Cells, whose Delivery is delayed beyond the Guaranteed Replacement Delivery Period, per week (or part thereof) of delay; provided, however, that the delay liquidated damages payable hereunder shall not exceed Twenty percent (20%) of the of the aggregate Price of the Replacement Cells (“Replacement Delay Damages Cap”) whose Delivery is delayed beyond the Guaranteed Replacement Delivery Period. The Parties agree that the Replacement Delay Damages are fair and owing reasonable in light of the anticipated harm that would ensue from a delay in Delivery of the Cells, the difficulties in proving the loss and ascertaining the amount of loss to the extent aggrieved Party, the limitation on liability herein and non-feasibility of otherwise obtaining an adequate remedy. The Parties further acknowledge and agree that Replacement Delay Damages are a genuine pre-estimate of loss and are not a penalty. 8.3. Each Delivery of Replacement Cells, shall be considered a Late Delivery, if Supplier is unable to Deliver such Cells on or prior to the Guaranteed Replacement Delivery Period for the Replacement Cells or the Guaranteed Delivery Date for the Shortfall Cells, as the case may be, and subject to Delay Damages, which (i) shall accrue from the Guaranteed Replacement Delivery Period for Replacement Cells, or the Guaranteed Delivery Date for Shortfall Cells,, as the case may be, until the actual Delivery of such Replacement Cells, or Shortfall Cells,; and (ii) shall be payable at the rate of one half percent (0.5%) of the aggregate Price of the Replacement Cells, or Shortfall Cells,, as the case may be, per week (or part thereof) of delay (prorated for delays of less than one week); provided, however, that Delay Damages payable hereunder shall not exceed ten percent (10%) of the aggregate Price of the Replacement Cells or Shortfall Cells, as the case may be. The Parties agree that the liquidated damages described in this Article 8.3 are fair and reasonable in light of the anticipated harm that would ensue from a delay in Delivery of the Cells, the difficulties in proving the loss and ascertaining the amount of loss to the aggrieved party, the limitation on liability herein and the inconvenience or non-feasibility of otherwise obtaining an adequate remedy. The Parties further acknowledge and agree that such Delay Damages were due liquidated damages are a genuine and owing as reasonable pre-estimate of and reasonable compensation for the Losses and damages that will be suffered by [BUYER CO] in the event of any delay in the supply of the effective date Replacement Cells, and/or Shortfall Cells, and Supplier irrevocably undertakes that it will not, whether by legal proceedings or otherwise, contend that the amount of the liquidated damages are not reasonable. 8.4. Cost pertaining to replacement would be in the scope of supplier such as transportation and freight,and applicable India custom duties. 8.5. Alternatively, in case a Lot of Cells will get delayed at the Designated Delivery Point, for more than 7 working days any reason whatsoever other than Force Majeure and reasons attributable to [BUYER CO], and Supplier fails to deliver the Cells by the Guaranteed Delivery Date, for more than 7 working days then without prejudice to any other right or relief available to [BUYER CO] under the Contract, [BUYER CO] shall be entitled to procure the required Cells from a third party. In the event the price of such termination. (b) Each Party agrees and acknowledges that Cells procured from a third-party is higher than the respective Purchase Order Price, Supplier shall pay to [BUYER CO] the difference between: (i) the damages that Buyer would incur due price paid by [BUYER CO] to Seller’s delay in achieving or inability to achieve any Condition Precedent, procure the Completion Deadline and/or Cells from a third party and the Commercial Operation Date Deadline would be difficult or impossible to predict with certainty, Contract Price; and (ii) it refund respective Purchase Order Price, within 30 (thirty) days from Supplier’s receipt of invoice for payment from [BUYER CO]. [BUYER CO] shall also be entitled to terminate the Contract unilaterally with immediate effect at its sole discretion. 8.6. In the event delay in delivery is impractical caused due to acts and difficult to assess actual damages in omission of the circumstances statedPurchaser, and therefore then the Extension Payments, the liquidated damages provided at the end of Section 4.2, the termination rights and damage calculations under Sections 5.3(c) and 9.3(a)Delivery Date shall be postponed accordingly, and the Delay Damages all as agreed to by the Parties as set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article Supplier shall not limit the amount be held liable for such delay and shall not be liable to pay Delivery Delay Liquidated Damages. In case of damages payable to Buyer if this Agreement is terminated as a result non-payment or delay in payment of Seller’s failure to achieve the Completion Deadline and/or Commercial Operation Date Deadline, any invoice or otherwise. Any such termination damages shall be determined in accordance with Section 11.3. (c) By the tenth (10th) day following the end of the calendar month in which Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing ▇▇▇▇▇’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ELECTRONICALLY FILED - 2025 March 3 4:12 PM - SCPSC - Docket # 2025due, including non-15-E - Page 22 issuance of 71 ten (10) days after receiving such an invoiceL/C or delayed issuance of L/C under this agreement by [BUYER CO], Seller shall pay amongst its legal remedies have the right to Buyerrecover late payment charges or late issuance of L/C against the due amount, at the rate of 9 % per annum or maximum rate permitted by wire transfer applicable laws, whichever is higher from the due date till the actual date of immediately available funds payment or Issuance of L/C. 8.7. [BUYER CO] has the right to an account specified in writing periodically raise the debit notes which shall be confirmed by Buyer supplier for any delivery failures or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon any Development Period Credit Support for payment of such Delay Damagesrejected cells, and ▇▇▇▇▇ may exercise any other remedies available these will be adjusted from the invoice for Seller’s default hereunderthe following month.

Delay Damages. (a) If the Commercial Operation Date is not achieved by the Commercial Operation Date Deadline, Seller shall pay to Buyer Delay Damages for each day after the Commercial Operation Date Deadline until the Facility achieves Commercial Operation as liquidated ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 95 of 150 Effective On, During, and After the First Billing Cycle of January 2020 Pursuant to Public Service Commission of South Carolina Order No. 2019-847 damages for such delay; provided, however, that if Buyer exercises its right to terminate this Agreement under Sections 11.2 and 11.3, Delay Damages shall be due and owing to the extent that such Delay Damages were due and owing as of the effective date of such termination. (b) Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s delay in achieving or inability to achieve any Condition Precedent, the Completion Deadline and/or the Commercial Operation Date Deadline would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Extension Payments, the liquidated damages provided at the end of Section 4.2, the termination rights and damage calculations under Sections 5.3(c) and 9.3(a), and the Delay Damages all as agreed to by the Parties as set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article shall not limit the amount of damages payable to Buyer if this Agreement is terminated as a result of Seller’s failure to achieve the Completion Deadline and/or Commercial Operation Date Deadline, or otherwise. Any such termination damages shall be determined in accordance with Section 11.3. (c) By the tenth (10th) day following the end of the calendar month in which Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing ▇▇▇▇▇’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ELECTRONICALLY FILED - 2025 March 3 4:12 PM - SCPSC - Docket # 2025-15-E - Page 22 of 71 ten (10) days after receiving such an invoice, Seller shall pay to Buyer, by wire transfer of immediately available funds to an account specified in writing by Buyer or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon any Development Period Credit Support for payment of such Delay Damages, and ▇▇▇▇▇ may exercise any other remedies available for Seller’s default hereunder.

Delay Damages. (a) If the Commercial Operation Date is not achieved by the Commercial Operation Date Deadline, Seller shall pay to Buyer Delay Damages for each day after the Commercial Operation Date Deadline until the Facility achieves Commercial Operation as liquidated damages for such delay; provided, however, that if Buyer exercises its right to terminate this Agreement under Sections 11.2 and 11.3, Delay Damages shall be due and owing to the extent that such Delay Damages were due and owing as of the effective date of such termination. (b) Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s delay in achieving or inability to achieve any Condition Precedent, the Completion Deadline and/or the Commercial Operation Date Deadline would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Extension Payments, the liquidated damages provided at the end of Section 4.2, the termination rights and damage calculations under Sections 5.3(c) and 9.3(a), and the Delay Damages all as agreed to by the Parties as set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article shall not limit the amount of damages payable to Buyer if this Agreement is terminated as a result of Seller’s failure to achieve the Completion Deadline and/or Commercial Operation Date Deadline, or otherwise. Any such termination damages shall be determined in accordance with Section 11.3. (c) By the tenth (10th) day following the end of the calendar month in which Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing ▇▇▇▇▇’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ELECTRONICALLY FILED - 2025 March 3 4:12 PM - SCPSC - Docket # 2025-15-E - Page 22 of 71 ten (10) days after receiving such an invoice, Seller shall pay to Buyer, by wire transfer of immediately available funds to an account specified in writing by Buyer ▇▇▇▇▇ or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon any Development Period Credit Support for payment of such Delay Damages, and ▇▇▇▇▇ may exercise any other remedies available for Seller’s default hereunder.

Delay Damages. (a) If the Commercial Operation Date is not achieved by the Commercial Operation Date Deadline, Seller shall pay to Buyer Delay Damages for each day after the Commercial Operation Date Deadline until the Facility achieves Commercial Operation as liquidated damages for such delay; provided, however, that if Buyer exercises its right to terminate this Agreement under Sections 11.2 and 11.3, Delay Damages shall be due and owing to the extent that such Delay Damages were due and owing as of the effective date of such termination. (b) Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s delay in achieving or inability to achieve any Condition Precedent, the Completion Deadline and/or the Commercial Operation Date Deadline would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Extension Payments, the liquidated damages provided at the end of Section 4.2, the termination rights and damage calculations under Sections 5.3(c) and 9.3(a), and the Delay Damages all as agreed to by the Parties as set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article shall not limit the amount of damages payable to Buyer if this Agreement is terminated as a result of Seller’s failure to achieve the Completion Deadline and/or Commercial Operation Date Deadline, or otherwise. Any such termination damages shall be determined in accordance with Section 11.3. (c) By the tenth (10th) day following the end of the calendar month in which Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing ▇▇▇▇▇’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ELECTRONICALLY FILED - 2025 March 3 4:12 PM - SCPSC - Docket # 2025-15-E - Page 22 of 71 ten (10) days after receiving such an invoice, Seller shall pay to Buyer, by wire transfer of immediately available funds to an account specified in writing by Buyer or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon any Development Period Credit Support for payment of such Delay Damages, and ▇▇▇▇▇ may exercise any other remedies available for Seller’s default hereunder.of