Common use of Delay Liquidated Damages Clause in Contracts

Delay Liquidated Damages. The Parties agree that Owner would suffer actual damages if Contractor does not achieve Substantial Completion by the date that is [***] after the Guaranteed Substantial Completion Date, and that it would be extremely difficult and impracticable under presently known and anticipated facts and circumstances to ascertain and fix the amount of actual damages Owner would incur and, accordingly, if Contractor does not achieve Substantial Completion by the date that is [***] after the Guaranteed Substantial Completion Date due to Contractor’s and/or it’s Personnel’s fault, Owner’s remedy for such delay shall be to recover from Contractor as liquidated damages, and not as a penalty, a fixed amount for each Day or any portion of a Day that Substantial Completion is delayed during such time period beyond the Guaranteed Substantial Completion Date (the “Delay Liquidated Damages”) as follows: Number of Days After Guaranteed Substantial Delay Liquidated Damages Completion Date (per Day or partial Day) [***] [***] [***] [***] [***] [***] [***] [***] If a delay in achieving Substantial Completion of a Unit is [***] or less, [***]. If a delay in achieving Substantial Completion of a Unit continues beyond [***] after the Guaranteed Substantial Completion Date for such Unit, [***]; provided, however, that Owner shall at such time have the right to terminate this Agreement under the terms of Section 22.3 or to terminate a Unit under Section 22.7, except that Owner shall not owe Contractor an Agreement Termination Fee or Unit Termination Fee, if applicable. In no event shall the total Delay Liquidated Damages due under this Agreement with respect to a Unit exceed [***].

Delay Liquidated Damages. The Parties agree that Owner would suffer actual damages if Contractor If the Work Completion Date does not achieve Substantial Completion occur by the date that is [***] after the Guaranteed Substantial Completion Date, Seller will be liable for liquidated damages for each day from the Guaranteed Completion Date until the Work Completion Date, provided Seller will not be liable for such liquidated damages for delay to the extent that such delay was caused by an Excusable Event or, if Seller is the prevailing party in such dispute, for the duration of any proceedings commenced as contemplated in Section 2.12.2 to the extent such dispute proceedings are commenced prior to the Guaranteed Completion Date. Seller will pay Buyer, as liquidated damages for such failure the sum of [ Dollars ($ )] for each day of such delay, not to exceed [ Dollars ($ )] in the aggregate. Any and all amounts due from Seller for liquidated damages under this Section 2.13 will be treated as a reduction in the Purchase Price if the Closing occurs. Except for termination of this Agreement pursuant to Section 10.1, in which case Seller’s obligation to pay liquidated damages under this Section 2.13 shall cease, the payment by Seller to Buyer of liquidated damages under this Section 2.13 are Buyer’s sole and exclusive remedy for Seller’s delay in completing the Work and the Project Assets by the Guaranteed Completion Date. The Parties acknowledge and agree that because of the unique nature of the Work and the Project Assets, it is difficult or impossible to determine with precision the amount of damages that would or might be incurred by Xxxxx as a result of Seller’s failure to timely perform the Work and complete the Project Assets by the Guaranteed Completion Date. It is understood and agreed by the Parties that (a) Buyer will be damaged by the failure of Seller to meet such obligations, (b) it would be impracticable or extremely difficult and impracticable under presently known and anticipated facts and circumstances to ascertain and fix the amount of actual damages Owner resulting therefrom, (c) any sums which would incur and, accordingly, if Contractor does not achieve Substantial Completion by be payable under this Section 2.13 are in the date that is [***] after the Guaranteed Substantial Completion Date due to Contractor’s and/or it’s Personnel’s fault, Owner’s remedy for such delay shall be to recover from Contractor as nature of liquidated damages, and not as a penalty, and are fair and reasonable, and (d) each payment represents a fixed amount reasonable estimate of fair compensation for the losses that may reasonably be anticipated from each Day or any portion of a Day that Substantial Completion is delayed during such time period beyond the Guaranteed Substantial Completion Date (the “Delay Liquidated Damages”) as follows: Number of Days After Guaranteed Substantial Delay Liquidated Damages Completion Date (per Day or partial Day) [***] [***] [***] [***] [***] [***] [***] [***] If a delay in achieving Substantial Completion of a Unit is [***] or less, [***]. If a delay in achieving Substantial Completion of a Unit continues beyond [***] after the Guaranteed Substantial Completion Date for such Unit, [***]; provided, however, that Owner shall at such time have the right to terminate this Agreement under the terms of Section 22.3 or to terminate a Unit under Section 22.7, except that Owner shall not owe Contractor an Agreement Termination Fee or Unit Termination Fee, if applicable. In no event shall the total Delay Liquidated Damages due under this Agreement with respect to a Unit exceed [***]failure.

Delay Liquidated Damages. The Parties agree that Owner would suffer actual damages if Contractor does not achieve Substantial Completion by the date that is [***] after the Guaranteed Substantial Completion Date, and that it would be extremely difficult and impracticable under presently known and anticipated facts and circumstances to ascertain and fix the amount of actual damages Owner would incur andif Contractor does not satisfy the conditions for Substantial Completion of a Power Block by the Guaranteed Substantial Completion Date for such Power Block, and accordingly, if Contractor does not achieve satisfy the conditions for Substantial Completion of a Power Block by the date that is [***] after the Guaranteed Substantial Completion Date due to Contractor’s and/or it’s Personnel’s faultfor such Power Block, Owner’s 's sole remedy for such delay shall be to recover from Contractor, and Contractor shall pay to Owner, as liquidated damages, damages and not as a penalty, a fixed amount Delay Liquidated Damages for each Day or any portion of a Day that Substantial Completion of the Power Block is delayed during such time period beyond the Guaranteed Substantial Completion Date (the “Delay Liquidated Damages”) as follows: Number of Days After Guaranteed Substantial Delay Liquidated Damages Completion Date (per Day or partial Day) [***] [***] [***] [***] [***] [***] [***] [***] If a delay in achieving Substantial Completion of a Unit is [***] or less, [***]. If a delay in achieving Substantial Completion of a Unit continues beyond [***] after the Guaranteed Substantial Completion Date for such Unit, [***]Power Block; provided, however, that Owner if any delay in achievement of Substantial Completion of a Power Block is directly and solely attributable to the failure of a Major Equipment Vendor to timely perform its obligations under a Major Equipment Contract, then Contractor's liability for Delay Liquidated Damages shall at such time have be limited to any liquidated damages for delay payable by the right to terminate this Agreement Major Equipment Vendor under the terms of Section 22.3 or to terminate a Unit under Section 22.7applicable Major Equipment Contract; and provided further, except that Owner shall not owe Contractor an Agreement Termination Fee or Unit Termination Fee, if applicable. In in no event shall the total aggregate Delay Liquidated Damages due exceed the Delay Liquidated Damages Cap. If Contractor satisfies the conditions for Substantial Completion of a Power Block on or before the Guaranteed Substantial Completion Date for such Power Block, Contractor shall not be liable for any Delay Liquidated Damages under this Agreement Section 10.1. The Delay Liquidated Damages identified in this Section 10.1 relate solely to Contractor's delay in satisfying the conditions for Substantial Completion of a Power Block by the Guaranteed Substantial Completion Date for such Power Block and not to any other breaches, actions or omissions of Contractor with respect to a Unit exceed [***]the Work.

Delay Liquidated Damages. The Parties agree that Owner would suffer actual damages if Contractor does not achieve Substantial Completion by the date that is [***] after the Guaranteed Substantial Completion Date, and that it would be extremely difficult and impracticable under presently known and anticipated facts and circumstances to ascertain and fix the amount of actual damages Owner Owners would incur and, accordingly, if Contractor a Unit does not achieve Substantial Completion by the date that is [***] after the Guaranteed Substantial Completion Date due for such Unit and, accordingly, if a Unit does not achieve Substantial Completion by such Unit’s Guaranteed Substantial Completion Date, as such date may be extended pursuant to Contractor’s and/or it’s Personnel’s faultthis Agreement, Owner’s Owners’ remedy for such delay shall be to recover from Contractor as liquidated damages, and not as a penalty, a fixed amount for each Day or any portion of a Day that Substantial Completion is delayed during such time period beyond the Guaranteed Substantial Completion Date liquidated damages (the “Delay Liquidated Damages”) as follows: Number of Days After Guaranteed Substantial Delay Liquidated Damages Completion Date (per Day or partial Day) [***] [***] [***] [***] [***] [***] [***] [***] If The amount of proceeds to which Owners are entitled on a daily basis pursuant to the delay in achieving Substantial Completion start-up insurance coverage (following the deductible period thereunder) shall, if procured pursuant to Section 16.3, reduce the Delay Liquidated Damages due from Contractor for each Day for which such insurance is payable; provided that in the event the daily amount of a Unit is [***] or lesssuch insurance proceeds exceed the daily Delay Liquidated Damages, Contractor shall have no claim to such excess. Beginning with the date that [***]. If a delay in achieving Substantial Completion of a Unit continues beyond [***] after the Guaranteed Substantial Completion Date for such Unit, [***]; provided, however, that Owner shall at such time have the right to terminate this Agreement under the terms of Section 22.3 or to terminate a Unit under Section 22.7, except that Owner shall not owe Contractor an Agreement Termination Fee or Unit Termination Fee, if applicable. In no event shall the total Delay Liquidated Damages due under this Agreement with respect for the failure to achieve Substantial Completion of a Unit on or prior to the Guaranteed Substantial Completion Date for such Unit exceed in the aggregate an amount equal to [***]. Payment of the Delay Liquidated Damages shall be Owners’ sole and exclusive remedy for Contractor’s failure to achieve Substantial Completion of a Unit on or before the Guaranteed Substantial Completion Date for such Unit; however, Delay Liquidated Damages are intended only to cover damages suffered by Owners as a result of delay and shall not affect the right of Owners to terminate the Agreement pursuant to Article 22 or their remedies provided for in Article 22 as a result of such termination.

Delay Liquidated Damages. The Parties agree that Owner would suffer actual damages if Contractor If the Work Completion Date does not achieve Substantial Completion occur by the date that is [***] after the Guaranteed Substantial Completion Date, Seller will be liable for liquidated damages for each week from the Guaranteed Completion Date until the Work Completion Date, provided Seller will not be liable for such liquidated damages for delay to the extent that such delay was caused by an Excusable Event or, if Seller is the prevailing party in such dispute, for the duration of any proceedings commenced as contemplated in Section 2.12.2 to the extent such dispute proceedings are commenced prior to the Guaranteed Completion Date. Seller will pay Buyer, as liquidated damages for such failure the sum of __________________ Dollars ($_______) for each week of such delay, not to exceed _____________________ Dollars ($__________) in the aggregate. Any and all amounts paid by Seller for liquidated damages under this Section 2.13 will be treated as a reduction in the Purchase Price if the Closing occurs. The Parties acknowledge and agree that because of the unique nature of the Work and the Project Assets, it is difficult or impossible to determine with precision the amount of damages that would or might be incurred by Buyer as a result of Seller’s failure to timely perform the Work and complete the Project by the Guaranteed Completion Date. It is understood and agreed by the Parties that (a) Buyer will be damaged by the failure of Seller to meet such obligations, (b) it would be impracticable or extremely difficult and impracticable under presently known and anticipated facts and circumstances to ascertain and fix the amount of actual damages Owner resulting therefrom, (c) any sums which would incur and, accordingly, if Contractor does not achieve Substantial Completion by be payable under this Section 2.13 are in the date that is [***] after the Guaranteed Substantial Completion Date due to Contractor’s and/or it’s Personnel’s fault, Owner’s remedy for such delay shall be to recover from Contractor as nature of liquidated damages, and not as a penalty, and are fair and reasonable, and (d) each payment represents a fixed amount reasonable estimate of fair compensation for the losses that may reasonably be anticipated from each Day or any portion of a Day that Substantial Completion is delayed during such time period beyond the Guaranteed Substantial Completion Date (the “Delay Liquidated Damages”) as follows: Number of Days After Guaranteed Substantial Delay Liquidated Damages Completion Date (per Day or partial Day) [***] [***] [***] [***] [***] [***] [***] [***] If a delay in achieving Substantial Completion of a Unit is [***] or less, [***]. If a delay in achieving Substantial Completion of a Unit continues beyond [***] after the Guaranteed Substantial Completion Date for such Unit, [***]; provided, however, that Owner shall at such time have the right to terminate this Agreement under the terms of Section 22.3 or to terminate a Unit under Section 22.7, except that Owner shall not owe Contractor an Agreement Termination Fee or Unit Termination Fee, if applicable. In no event shall the total Delay Liquidated Damages due under this Agreement with respect to a Unit exceed [***]failure.

Delay Liquidated Damages. The Parties agree that Owner would suffer actual damages if Contractor does not achieve Substantial Completion by the date that is [***] after the Guaranteed Substantial Completion Date, and that it would be extremely difficult and impracticable under presently known and anticipated facts and circumstances to ascertain and fix the amount of actual damages Owner Owners would incur and, accordingly, if Contractor a Unit does not achieve Substantial Completion by the date that is [***] after the Guaranteed Substantial Completion Date due for such Unit and, accordingly, if a Unit does not achieve Substantial Completion by such Unit’s Guaranteed Substantial Completion Date, as such date may be extended pursuant to Contractor’s and/or it’s Personnel’s faultthis Agreement, Owner’s Owners’ remedy for such delay shall be to recover from Contractor as liquidated damages, and not as a penalty, a fixed amount for each Day or any portion of a Day that Substantial Completion is delayed during such time period beyond the Guaranteed Substantial Completion Date liquidated damages (the “Delay Liquidated Damages”) as follows: Number of Days After Guaranteed Substantial Delay Liquidated Damages Completion Date (per Day or partial Day) For the first [***] following the Guaranteed Substantial Completion Date [***] Thereafter [***] [***] [***] [***] [***] [***] If The amount of proceeds to which Owners are entitled on a daily basis pursuant to the delay in achieving Substantial Completion start-up insurance coverage (following the deductible period thereunder) shall, if procured pursuant to Section 16.3, reduce the Delay Liquidated Damages due from Contractor for each Day for which such insurance is payable; provided that in the event the daily amount of a Unit is [***] or lesssuch insurance proceeds exceed the daily Delay Liquidated Damages, Contractor shall have no claim to such excess. Beginning with the date that [***], no Delay Liquidated Damages shall be due or shall accrue. If a delay in achieving Substantial Completion of a Unit continues beyond [***] From and after the Guaranteed Substantial Completion Date for such Unit, date (if any) that [***]; provided, however, that Owner Delay Liquidated Damages shall at such time have again begin to accrue to the right to terminate this Agreement extent they are due and payable under the terms other provisions of Section 22.3 or to terminate a Unit under Section 22.7, except that Owner shall not owe Contractor an Agreement Termination Fee or Unit Termination Fee, if applicablethis Agreement. In no event shall the total Delay Liquidated Damages due under this Agreement with respect for the failure to achieve Substantial Completion of a Unit on or prior to the Guaranteed Substantial Completion Date for such Unit exceed in the aggregate an amount equal to [***]] of the Contract Price for such Unit. Payment of the Delay Liquidated Damages shall be Owners’ sole and exclusive remedy for Contractor’s failure to achieve Substantial Completion of a Unit on or before the Guaranteed Substantial Completion Date for such Unit; however, Delay Liquidated Damages are intended only to cover damages suffered by Owners as a result of delay and shall not affect the right of Owners to terminate the Agreement pursuant to Article 22 or their remedies provided for in Article 22 as a result of such termination.