Failure to Receive. Unless otherwise excused by the waiver of a delivery obligation under Section 3.5 or a Force Majeure event under Section 7.2, if Utility fails to take all or a portion of the Scheduled Quantity for the Delivery Day, Utility shall pay UGIES an amount equal to the Deficiency Amount times the positive difference between (i) the applicable Commodity Charge as determined under Section 5.2 hereof and (ii) the price received by UGIES from the sale of the Deficiency Amount as determined by UGIES in a commercially reasonable manner within a reasonable time after Utility fails to take delivery of the Deficiency Amount.
Failure to Receive. (a) Subject to subparagraph (b) below and unless excused by Seller's failure to perform or Force Majeure, if Buyer fails to receive all or part of the required or otherwise Scheduled Contract Quantity of energy at the Delivery Point, Buyer shall pay Seller, on the date payment would otherwise be due to Seller, an amount for each kWh of such deficiency equal to the positive difference, if any, obtained by subtracting the Replacement Price for the deficient Contract Quantity from the Energy Charge, plus twenty percent (20%) of the resulting amount. "Replacement Price" means the price at which Seller, acting in a commercially reasonable manner, sells the deficiency energy not received by Buyer (plus additional transmission charges, if any, incurred by Seller to the Delivery Point) or, absent a purchase, the market price for such quantity of energy at such Delivery Point as determined by Seller in a commercially reasonable manner; provided, however, in no event shall the Replacement Price include any penalties, ratcheted demand or similar charges.
Failure to Receive. (a) If the Buyer fails to receive all or part of the Quantity of the Traded Products pursuant to a Transaction, and the failure is not excused under the terms of this Agreement or a Transaction, or by Seller's failure to perform:
(i) if such failure is remedied by the Buyer on or before the date falling five (5) Business Days from the Delivery Date, the Buyer shall pay an interest on an amount equal to the Price multiplied by the number of Quantity of the Traded Products not Transferred to the Buyer by the Delivery Date for the period from (and including) the Delivery Date to (but excluding) the actual date of Transfer to the Buyer at the Default Rate; but
(ii) if such failure is remedied by the Buyer after the date falling five (5) Business Days from the Delivery Date, then:
(A) the Buyer shall pay the Seller, within three (3) Business Days of Xxxxx's receipt of notice from the Seller, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from the Contract Xxxxxx, provided that such notice shall include a written statement explaining the calculation with reasonable details as well as a copy of supporting documents for such calculation; and
(B) the Seller shall be entitled to exercise its rights available in accordance with Clause 11 (Termination).
(b) For the avoidance of doubt, the Seller is not required to enter into any actual replacement transaction in order to determine the Sales Price.
Failure to Receive. If, in respect of an LNG Cargo, Buyer notifies Seller that it will not take such LNG Cargo, or:
Failure to Receive. In the event that Bay Gas fails to obtain confirmation from Shipper’s transportation service of Shipper’s nomination, Bay Gas shall notify Shipper of such failure as soon as practicable.
Failure to Receive. Unless such failure is due to a Force Majeure Event or Seller’s failure to properly tender such volumes for delivery to Buyer, commencing on the Commercial Operations Date and during [**] of the Start-up Period and Delivery Term thereafter, Buyer shall be responsible for (i) nominating the minimum Buyer Nominated Volumes as required by Section 3.2 above and (ii) purchasing and receiving all Renewable Hydrocarbons tendered for delivery up to the Buyer Nominated Volume. If Buyer fails to nominate the required minimum Buyer Nominated Volumes or receive a quantity of Renewable Hydrocarbons equal to the Buyer Nominated Volumes in any given [**] (unless such failure is due to a Force Majeure Event or Seller’s failure to properly tender such volumes for delivery to Buyer), Buyer shall pay Seller, within [**] of receipt of Seller’s invoice, an amount equal to the greater of (a) zero and (b)(i) the Undelivered Renewable Hydrocarbons Contract Value less (ii) the actual, documented amount received by Seller, acting in a commercially reasonable manner, for the sale of the Replacement Quantity of Renewable Hydrocarbons not nominated or received by Buyer or, if a sale of such Replacement Quantity of Renewable Hydrocarbons cannot be made, the Undelivered Renewable Hydrocarbons Market Value, plus (iii) any actual, reasonable and verifiable incremental out-of-pocket costs incurred by Seller as a result of such failure to receive. In addition, if the aggregate Replacement Quantities of Renewable Hydrocarbons in any [**] period during the Delivery Term pursuant to this Section 3.5 are greater than or equal to the product of [**] and the Target Monthly Quantity (unless such failure is due to a Force Majeure Event or Seller’s failure to properly tender such volumes for delivery to Buyer), such circumstance shall be considered an Event of Default pursuant to Section 16.1(d) (provided that it will not be subject to the cure provisions set forth therein).
Failure to Receive. Unless such failure is due to a Force Majeure Event or Gevo’s failure to properly tender, in material conformance with all requirements herein, such volumes for delivery to Kolmar, commencing on the Commercial Operations Date and during each month of the Start-up Period and Delivery Term thereafter, Kolmar shall be responsible for purchasing and receiving all Renewable Hydrocarbons tendered for delivery by Gevo. If Kolmar fails to receive a quantity of Renewable Hydrocarbons in any given month (unless such failure is due to a Force Majeure Event or Gevo’s failure to properly tender such volumes for delivery to Kolmar), Gevo shall provide written notice of such failure to Kolmar. If Kolmar fails to remedy such failure within ten (10) Business Days of such notice, such failure shall constitute an Event of Default pursuant to Section 16.1(d).
Failure to Receive. If Utility fails to take all or any part of the quantities nominated by the Utility for the Delivery Day, and such failure is not excused by a Force Majeure Event or some other provision of this Agreement, or if GASMARK is not relieved of its delivery obligation under Section 3.5 hereof, Utility shall pay GASMARK an amount equal to the difference between (i) the nominated quantity for the Delivery Day and (ii) the quantity taken during such Delivery Day (the "Deficiency Amount") times the positive difference between (iii) the applicable commodity charge as determined under Section 5.2 hereof and (iv) the price received by the GASMARK from the sale of the Deficiency Amount within a commercially reasonable time from the time Utility fails to take delivery of the Deficiency Amount.
Failure to Receive. In the event C&N fails to take delivery of Ethanol produced by LRF and delivered to the Delivery Point, C&N will reimburse LRF for any losses or expenses LRF incurs as a result of such failure, including any lost profits that may result therefrom. In the event LRF fails to deliver Ethanol to the Delivery Point, LRF will reimburse C&N for any losses or expenses C&N incurs as a result of such failure, including any lost profits that may result therefrom.
Failure to Receive. Unless excused by Seller’s failure to perform, Force Majeure or as permitted by Section 12.2(b), if Buyer fails to receive (or to cause to be received) all or part of the required Hourly Energy Quantity and associated Environmental Attributes in accordance with the requirements of this Agreement, Buyer will pay Seller’s Cost to Cover.
