Liquidated Damages Appropriate Clause Samples
The "Liquidated Damages Appropriate" clause establishes that the parties agree in advance to a specific amount of damages to be paid if a particular breach, such as a delay in performance, occurs. This clause typically applies to situations where actual damages would be difficult to calculate, such as construction delays or late delivery of goods, and the agreed sum is intended to represent a reasonable forecast of potential losses. Its core function is to provide certainty and avoid disputes over the amount of damages, streamlining the resolution process and reducing litigation risk.
Liquidated Damages Appropriate. Seller's inability to achieve Commercial Operations by the Guaranteed Commercial Operations Date may cause Company to not meet applicable RPS requirements and require Company to devote substantial additional resources for administration and oversight activities. As such, Company may incur financial consequences for failure to meet such requirements. Consequently, each Party agrees and acknowledges that (i) the damages that Company would incur due to delay in achieving Commercial Operations by the Guaranteed Commercial Operations Date (subject to the extensions provided in Section 13.3 (Guaranteed Project and Reporting Milestone Dates)) would be difficult or impossible to calculate with certainty, (ii) the Daily Delay Damages set forth in Section 13.4 (Damages and Termination) are an appropriate approximation of such damages and (iii) the Daily Delay Damages are the sole and exclusive remedies for Seller's failure to achieve Commercial Operations by the Guaranteed Commercial Operations Date.
Liquidated Damages Appropriate. Each Party agrees and acknowledges that (i) the damages that Company would incur due to early termination of the Agreement pursuant to either Section 13.4 (Damages and Termination) or Section 15.4 (Rights of the Non-defaulting Party; Forward Contract) would be difficult or impossible to calculate with certainty, (ii) the Termination Damages are an appropriate approximation of such damages, and (iii) payment of Termination Damages does not relieve Seller of liability for costs and balances incurred prior to the effective date of such termination. The Termination Damages are the sole and exclusive remedy for Company's losses arising out of the termination of this Agreement. The Termination Damages are not intended to limit Company's rights or remedies, or Seller's liabilities or duties, with respect to losses arising independent of the termination of this Agreement, including, without limitation, Company's right to recover under Section 17.1 (Indemnification of Company).
Liquidated Damages Appropriate. Each Party agrees and acknowledges that (i) the damages that Company would incur due to early termination of the Agreement pursuant to either Section 13.4 (Damages and Termination) or Section
Liquidated Damages Appropriate. The Parties acknowledge and agree that (a) the damages that Company would incur due to either (i) a delay in achieving Commercial Operations by the Guaranteed Commercial Operations Date (subject to the extensions provided in Section 11.4 (Milestone Dates)); or (ii) the termination of this Agreement, would be difficult or impossible to calculate with certainty; (b) the Daily Delay Damages set forth in Section 11.6 (Damages and Termination) and the Termination Damages calculated in accordance with Section 6.5 (Calculation of Termination Damages), respectively, are an appropriate approximation of such damages; (c) the Daily Delay Damages are the sole and exclusive remedies for Seller’s failure to achieve Commercial Operations by the Guaranteed Commercial Operations Date; and (d) the Termination Damages are the sole and exclusive remedy for Company’s losses arising out of the termination of this Agreement; provided, that (i) payment of Termination Damages does not relieve Seller of liability for costs and balances incurred prior to the effective date of such termination; and (ii) the Termination Damages are not intended to limit Company’s rights or remedies, or Seller’s liabilities or duties, with respect to losses arising independent of the termination of this Agreement, including, without limitation, Company’s right to recover under Section 20.1 (Indemnification of Company). DISPATCHING AND CHARGING THE FACILITY; SCHEDULING Company’s Exclusive Rights. Company shall have the exclusive right, through supervisory equipment or otherwise, to direct and control the provision of all aspects of the Energy Storage Services, at any time, as it deems appropriate in its reasonable discretion, subject only to and consistent with Good Engineering and Operating Practices, the operational and performance standards requirements set forth in Section 3 (Performance Standards) of Attachment B (Facility Owned by Seller), and Seller’s maintenance schedule determined in accordance with Section 12.2 (Seller’s Maintenance Schedule) (“Company Dispatch/Charge”). Seller shall make the full capability of the Facility available for Company Dispatch/Charge. Company Dispatch/Charge will either be by Seller’s manual control under the direction of the Company System Operator or by remote computerized control by the Energy Management System provided in Section 1(g) (Active Power Control Interface) of Attachment B (Seller’s Facility), in each case at Company’s reasonable discretion, and in acc...
Liquidated Damages Appropriate. Each Party agrees and acknowledges that (i) the damages that Company would incur due to early termination of the Agreement pursuant to either Section 13.4 (Termination) or Section 15.4 (Rights of the Non-defaulting Party) would be difficult or impossible to calculate with certainty, (ii) the Reservation Fee and the Termination Damages, as applicable, are an appropriate approximation of such damages, and (iii) payment of Termination Damages or the retention of the Reservation Fee does not relieve Seller of liability for costs and balances incurred prior to the effective date of such termination.
Liquidated Damages Appropriate. Seller's inability to achieve Commercial Operations by the Guaranteed Commercial Operations Date may cause Company to not meet applicable RPS requirements and require Company to devote substantial additional resources for administration and oversight activities. As such, Company may incur financial consequences for failure to meet such requirements. Consequently, each Party agrees and acknowledges that
(i) the damages that Company would incur due to delay in achieving Commercial Operations by the Guaranteed Commercial Operations Date (subject to the extensions provided in Section 13.3 (Guaranteed Project and Reporting Milestone Dates)) would be difficult or impossible to calculate with certainty, (ii) the Daily Delay Damages set forth in Section
Liquidated Damages Appropriate. Each Party agrees and acknowledges that (i) the damages that Company would incur due to early termination of the Agreement pursuant to Section 8.2(B) (Right to Terminate) would be difficult or impossible to predict with certainty, and (ii) the Pre-COD Termination Damages and Post-COD Termination Damages, as applicable, are an appropriate approximation of such damages.
Liquidated Damages Appropriate. The Parties acknowledge and agree that (a) the damages that Company would incur due to either (i) a delay in achieving Commercial Operations by the Guaranteed Commercial Operations Date (subject to the extensions provided in Section 11.4 (Milestone Dates)); or (ii) the termination of this Agreement, would be difficult or impossible to calculate with certainty; (b) the Daily Delay Damages set forth in Section 11.6 (Damages and Termination) and the Termination Damages calculated in accordance with Section 6.5 (Calculation of Termination Damages), respectively, are an appropriate approximation of such damages; (c) the Daily Delay Damages are the sole and exclusive remedies for Seller’s failure to achieve Commercial Operations by the Guaranteed Commercial Operations Date; and (d) the Termination Damages are the sole and exclusive remedy for Company’s losses arising out of the termination of this Agreement; provided, that (i) payment of Termination Damages does not relieve Seller of liability for costs and balances incurred prior to the effective date of such termination; and (ii) the Termination Damages are not intended to limit Company’s rights or remedies, or Seller’s liabilities or duties, with respect to losses arising independent of the termination of this Agreement, including, without limitation, Company’s right to recover under Section 20.1 (Indemnification of Company).