Common use of Expected Term Year Energy Production Clause in Contracts

Expected Term Year Energy Production. The Expected Term Year Energy Production for each Term Year equals [___] kWh. The Expected Term Year Energy Production may be revised in accordance with Section 3.07(c), or based on changes in the Site Host Load or the Site Host thermal requirements; provided, however, that such revision must be supported by a certification from a California-licensed professional engineer qualified to make a representation affirming that such revision is reasonable and based on (i) actual modifications to the Generating Facility performed or to be performed by Seller in accordance with and subject to Section 3.07(c), or (ii) changes in the Site Host Load or the Site Host thermal requirements. Such certification must include all data relied on to support the revised Expected Term Year Energy Production. {Buyer Comment: Expected Term Year Energy Production cannot exceed Net Contract Capacity at 100% capacity factor applied over the Term Year.} Efficiency. The Generating Facility has an Efficiency Rating of [__]% (the “Expected ER”). If, at any time during the Term, the Efficiency Rating of the Generating Facility falls below the Expected ER (an “Efficiency Rating Deficiency”), Buyer shall send a Notice to Seller, which Notice shall require Seller, within 90 days after Seller’s receipt of Buyer’s Notice, to provide a written plan and schedule (the “Efficiency Rating Cure Plan”) for correcting the Efficiency Rating Deficiency. Within 30 days after Xxxxx’s timely receipt of the Efficiency Rating Cure Plan from Seller, Buyer shall provide a Notice to Seller either accepting or rejecting such Efficiency Rating Cure Plan. If Xxxxx rejects the Efficiency Rating Cure Plan, Buyer and Seller shall negotiate in good faith to rectify any deficiency in the Efficiency Rating Cure Plan. Upon Xxxxx’s acceptance of the Efficiency Rating Cure Plan, Buyer shall send a Notice to Seller, which Notice shall provide Seller with 180 days from the date of such Notice (the “Efficiency Rating Cure Period”) to rectify the Efficiency Rating Deficiency. On or before the last day of the Efficiency Rating Cure Period (the “Efficiency Rating Cure Date”), Seller must demonstrate to Buyer’s reasonable satisfaction that Seller has cured the Efficiency Rating Deficiency by establishing that (1) Seller has satisfied its obligations under the Efficiency Rating Cure Plan, and (2) the Efficiency Rating of the Generating Facility is equal to or greater than the Expected ER (such demonstration may include, at Buyer’s election, the delivery by Seller to Buyer of certification, including all supporting data, from a qualified independent California-licensed professional engineer, which certification makes the representations set forth in Sections 1.02(f)(ii)(1) and (2)). Notwithstanding anything to the contrary set forth in Section 1.02(f)(ii), Seller shall only have the right to cure an Efficiency Rating Deficiency, in accordance with Section 1.02(f)(ii), two times during the Term, such that any subsequent Efficiency Rating Deficiency is an Event of Default under Section 6.01(c)(xix). Seller is solely liable for any costs, fees or penalties assessed upon Seller or Buyer by any Governmental Authority resulting from any Efficiency Rating Deficiency.