Common use of Liquidated Damages for Output Shortfall Clause in Contracts

Liquidated Damages for Output Shortfall. If the quantity of Net Output delivered by the Facility during any Rolling Period is equal to or greater than the Output Guarantee for such Rolling Period, Seller’s delivery obligation for such Rolling Period shall be deemed satisfied for such Rolling Period. If the quantity of Net Output delivered by the Facility during any Rolling Period is less than the Output Guarantee for such Rolling Period, the Seller shall determine the resulting shortfall, if any, for the first Contract Year occurring during such Rolling Period (the “Output Shortfall”). The Output Shortfall shall be expressed in MWh and calculated in accordance with the following formula: Output Shortfall = (90% of the Expected Energy for the Contract Year). less Any quantities of Output that were not delivered to the Point of Delivery (or accepted by PacifiCorp) in such Contract Year during periods constituting Seller Uncontrollable Minutes (such quantity calculated on the basis of the Net Output capable of being delivered in an hour at an average rate equivalent to the actual Nameplate Capacity Rating), less The Net Output for the Contract Year If the product of the Output Shortfall calculation set forth in Section 6.12.2(b) is a positive number, Seller shall pay PacifiCorp liquidated damages equal to the product of (i) the Output Shortfall for that Contract Year, multiplied by (ii) PacifiCorp's Cost to Cover for that Contract Year. If the product of the Output Shortfall calculation set forth in Section 6.12.2(b) is a negative number, Seller shall not be obligated to pay PacifiCorp liquidated damages for such Contract Year. Each Party agrees and acknowledges that (i) the damages that PacifiCorp would incur due to the Facility's failure to achieve the Output Guarantee would be difficult or impossible to predict with certainty and (ii) the liquidated damages contemplated by this provision are a fair and reasonable calculation of such damages.

Liquidated Damages for Output Shortfall. If the quantity of Net Output delivered by Availability in any given Contract Year falls below the Facility during any Rolling Period is equal to or greater than Guaranteed Availability for that Contract Year, the Output Guarantee for such Rolling Period, Seller’s delivery obligation for such Rolling Period resulting shortfall shall be deemed satisfied for such Rolling Period. If expressed in MWh as the quantity of Net Output delivered by the Facility during any Rolling Period is less than the Output Guarantee for such Rolling Period, the Seller shall determine the resulting shortfall, if any, for the first Contract Year occurring during such Rolling Period (the “”Output Shortfall”). .” The Output Shortfall shall be expressed in MWh and calculated in accordance with the following formula: Output Shortfall OutputShortfall = (90% of the Expected Energy for the Contract Year). less Any quantities of Output that were not delivered to the Point of Delivery (or accepted by PacifiCorpGuaranteed Availability – Availability) in such Contract Year during periods constituting Seller Uncontrollable Minutes (such quantity calculated on the basis of the Net Output capable of being delivered in an hour at an average rate equivalent to the actual Nameplate Capacity Rating), less The Net Output for the Contract Year x MWh) – Replacement Energy: If the product of the Output Shortfall calculation set forth in Section 6.12.2(b) Calculation is a positive numbernegative number then for the purposes of this contract the Output Shortfall is zero. If an Output Shortfall occurs in any given Contract Year, Seller shall pay PacifiCorp liquidated damages equal to the product of (i) the Output Shortfall for that Contract Year, multiplied by (ii) PacifiCorp's ’s Cost to Cover for that Contract Year. If the product Replacement Energy may be used to cover any or all of the Output Shortfall calculation set forth in Section 6.12.2(b) is a negative number, Seller shall not be obligated to pay PacifiCorp and will alleviate the requirement for liquidated damages for such that portion of the Output Shortfall that is covered by Replacement Energy. If the Output Shortfall occurs in the first or last Contract Year, the Output Shortfall shall be prorated on the basis of the number of days in that Contract Year. Each Party agrees and acknowledges that (ia) the damages that PacifiCorp would incur due to the Facility's ’s failure to achieve the Output Guarantee Guaranteed Availability would be difficult or impossible to predict with certainty and certainty, (iib) the liquidated damages contemplated by this provision are a fair and reasonable calculation of such damages, and (c) the required payment by Seller of such liquidated damages shall be PacifiCorp’s sole remedy for such deficiency in Net Output. An Example calculation of liquidated damages for an Output Shortfall is included in Exhibit 6.11.1.