Full Capacity Deliverability Status Clause Samples

Full Capacity Deliverability Status. (a) Seller shall obtain Full Capacity Deliverability Status (“FCDS”) for the Project under applicable CAISO rules on or before the Commercial Operation Date. If Seller fails to obtain FCDS on or before the Commercial Operation Date, then Seller shall pay to Buyer the RA Deficiency Amount for each RA Shortfall Month as liquidated damages (and as a sole remedy) due to Buyer for such failure to obtain FCDS. For the avoidance of doubt, the payment of the RA Deficiency Amount shall not limit Buyer’s right to exercise any right or remedy available under this Agreement or at law or in equity for any other breach or default occurring concurrently with, before, or after Seller’s failure to obtain FCDS on or before the Commercial Operation Date. (b) Commencing on the Commercial Operation Date, and through the end of the Delivery Term, for each RA Shortfall Month, Seller shall pay to Buyer an amount (the “RA Deficiency Amount”) equal to the product of the difference, expressed in kW, of (i) the Qualifying Capacity (as defined in the CAISO Tariff) of the Facility, minus (ii) the Net Qualifying Capacity (as defined in the CAISO Tariff) of the Facility, multiplied by the applicable price for CPM Capacity (as defined in the CAISO Tariff) under Section 43A.7 of the CAISO Tariff (or its successor); provided that if Buyer and Seller mutually agree, then as an alternative to the provision of RA Deficiency Amounts, Seller shall provide Replacement RA in the amount of (X) the Qualifying Capacity of the Facility with respect to such month, minus (Y) the Net Qualifying Capacity of the Facility with respect to such month. (c) For purposes hereof: (i) “RA Shortfall Month” means the applicable calendar month within the RA Shortfall Period for purposes of calculating an RA Deficiency Amount under Section 10.6; (ii)“RA Shortfall Period” means the period of consecutive calendar months that starts with the calendar month in which the Commercial Operation Date occurs and concludes on the earlier of (i) the calendar month following the calendar month in which the Facility obtain FCDS occurs and (ii) the end of the Delivery Term; and “Replacement RA” means Resource Adequacy benefits, if any, reasonably equivalent to those that would have been provided by the Facility with respect to the applicable month in which an RA Deficiency Amount is due to Buyer.