Common use of Energy Replacement Damage Amount Clause in Contracts

Energy Replacement Damage Amount. (i) If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii) above, the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s [Annual] Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay SCE as liquidated damages an amount which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased such replacement electric energy by reason of Seller’s failure to perform (the “Energy Replacement Damage Amount”). (ii) Within ninety (90) days after the end of the applicable Term Year, SCE shall calculate any Energy Replacement Damage Amount as set forth in Exhibit F, and shall provide Notice to Seller of any Energy Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, annotated work papers and source data. (iii) Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Energy Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. (iv) The Parties shall negotiate in good faith to resolve any disputed portion of the Energy Replacement Damage Amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. (v) If the Parties are unable to resolve a dispute regarding any Energy Replacement Damage Amount within thirty (30) days after the sending of a Notice of dispute by Xxxxxx, either Party may submit the dispute to mediation and arbitration as provided in Article Twelve.

Energy Replacement Damage Amount. (i) If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii) above, With respect to the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s [Annual] Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, second and therefore agree that Seller shall pay SCE as liquidated damages an amount which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased such replacement electric energy by reason of Seller’s failure to perform (the “Energy Replacement Damage Amount”). (ii) Within ninety (90) days after the end of the applicable third Term YearYears, SCE shall calculate any Energy Replacement Damage Amount as set forth in Exhibit Fwithin 90 days after the end of the third Term Year and shall provide Notice to Seller of any Energy Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, annotated work papers and source data. (ii) With respect to any Term Year after the third Term Year, SCE will calculate any Energy Replacement Damage Amount within 90 days after the applicable Term Year, and shall provide Notice to Seller of any Energy Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, annotated work papers and source data. (iii) Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Energy Replacement Damage Amount claimed calculated by SCE or pay pursuant to Exhibit F; provided, however if Seller in good faith wishes to dispute any portion of the Energy Replacement Damage Amount, Seller may either: (1) Elect to utilize EDR by providing Notice, in accordance with Section 11.03(a)(ii), of its request for EDR within ten (10) days of Seller’s receipt of SCE’s calculation of the Energy Replacement Damage Amount; or (2) Pay any undisputed portion of the Energy Replacement Damage Amount and provide Notice to SCE of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. (iv) The Parties shall negotiate in good faith to resolve any disputed portion of data within the Energy Replacement Damage Amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. (v) If the Parties are unable to resolve a dispute regarding any Energy Replacement Damage Amount within aforementioned thirty (30) days after the sending of a Notice of dispute by Xxxxxx, either Party may submit the dispute to mediation and arbitration as provided in Article Twelveday payment period.

Energy Replacement Damage Amount. (i) If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii3.05(a)(i) above, the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s [Annual] Annual Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay SCE as liquidated damages an amount the “Energy Replacement Damage Amount,” which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased such replacement electric energy by reason of Seller’s failure to perform (the “Energy Replacement Damage Amount”). (ii) perform. Within ninety (90) days after the end of the applicable Term Year, SCE shall calculate any Energy Replacement Damage Amount as set forth in Exhibit F, and shall provide Notice to Seller of any Energy Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, annotated work papers and source data. (iii) . Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Energy Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller it disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. (iv) . The Parties shall negotiate in good faith to resolve any disputed portion of the Energy Replacement Damage Amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. (v) . If the Parties are unable to resolve a dispute regarding any Energy Replacement Damage Amount within thirty (30) days after the sending of a Notice of dispute by XxxxxxSeller, either Party may submit the dispute to mediation and arbitration as provided in Article Twelve.

Energy Replacement Damage Amount. (i) If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii3.05(a)(ii) above, the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s [Annual] Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay SCE as liquidated damages an amount which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased such replacement electric energy by reason of Seller’s failure to perform (the “Energy Replacement Damage Amount”). (ii) . Within ninety (90) days after the end of the applicable Term Year, SCE shall calculate any Energy Replacement Damage Amount as set forth in Exhibit F, and shall provide Notice to Seller of any Energy Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, annotated work papers and source data. (iii) . Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Energy Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. (iv) . The Parties shall negotiate in good faith to resolve any disputed portion of the Energy Replacement Damage Amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. (v) . If the Parties are unable to resolve a dispute regarding any Energy Replacement Damage Amount within thirty (30) days after the sending of a Notice of dispute by XxxxxxSeller, either Party may submit the dispute to mediation and arbitration as provided in Article Twelve.

Energy Replacement Damage Amount. (i) If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii3.05(a)(ii) above, the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s [Annual] Annual Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay SCE as liquidated damages an amount which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased such replacement electric energy by reason of Seller’s failure to perform (the “Energy Replacement Damage Amount”). (ii) Within ninety (90) days after the end of the applicable Term Year, SCE shall calculate any Energy Replacement Damage Amount as set forth in Exhibit F, and shall provide Notice to Seller of any Energy Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, annotated work papers and source data. (iii) Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Energy Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. (iv) The Parties shall negotiate in good faith to resolve any disputed portion of the Energy Replacement Damage Amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. (v) If the Parties are unable to resolve a dispute regarding any Energy Replacement Damage Amount within thirty (30) days after the sending of a Notice of dispute by XxxxxxSeller, either Party may submit the dispute to mediation and arbitration as provided in Article Twelve.

Energy Replacement Damage Amount. (i) If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii3.05(a)(ii) above, the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s [Annual] Annual Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay SCE as liquidated damages an amount which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased such replacement electric energy by reason of Seller’s failure to perform (the “Energy Replacement Damage Amount”). (ii) . Within ninety (90) days after the end of the applicable Term Year, SCE shall calculate any Energy Replacement Damage Amount as set forth in Exhibit F, and shall provide Notice to Seller of any Energy Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, methodology and its annotated work papers and source data. (iii) . Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Energy Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller it disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, methodology and its annotated work papers and source data. (iv) . The Parties shall negotiate in good faith to resolve any disputed portion of the Energy Replacement Damage Amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. (v) . If the Parties are unable to resolve a dispute regarding any Energy Replacement Damage Amount within thirty (30) days after the sending of a Notice of dispute by XxxxxxSeller, either Party may submit the dispute to mediation and arbitration as provided in Article Twelve. Receipt of the Energy Replacement Damages Amount shall be SCE’s sole and exclusive remedy for any failure of Seller to meet Seller’s Annual Energy Delivery Obligation or otherwise to deliver any particular amount of energy in the applicable Term Year even if caused by an event that would otherwise constitute a default hereunder, other than an Event of Default set forth in Section 6.01(c).

Energy Replacement Damage Amount. (i) If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii3.05(a)(ii) above, the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s [Annual] Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay SCE as liquidated damages an amount which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased such replacement electric energy by reason of Seller’s failure to perform (the “Energy Replacement Damage Amount”). (ii) Within ninety (90) days after the end of the applicable Term Year, SCE shall calculate any Energy Replacement Damage Amount as set forth in Exhibit F, and shall provide Notice to Seller of any Energy Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, annotated work papers and source data. (iii) Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Energy Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. (iv) The Parties shall negotiate in good faith to resolve any disputed portion of the Energy Replacement Damage Amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. (v) If the Parties are unable to resolve a dispute regarding any Energy Replacement Damage Amount within thirty (30) days after the sending of a Notice of dispute by XxxxxxSeller, either Party may submit the dispute to mediation and arbitration as provided in Article Twelve.