Output Guarantee. Seller is obligated to deliver a quantity of Net Output during each Rolling Period which is equal to the Output Guarantee. For purposes of this Agreement, “Output Guarantee” for any Rolling Period means the sum of (i) % of the Expected Output of the Facility for such Rolling Period, less (ii) any quantities of Output that were not delivered to the Point of Delivery (or accepted by PacifiCorp) in such Rolling Period 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). For purposes of this Agreement, “Rolling Period” means any two consecutive Contract Years occurring during the Term.
Output Guarantee. Beginning on the Actual Commercial Operation Date and during each Billing Year throughout the Term, Seller guarantees to deliver Output to Purchaser not less than ninety percent (90%) of the Annual Contract Quantity (in kWh) for such Billing Year, as adjusted by the Site Adjustment Factor (the “Output Guarantee”). The Output Guarantee in any Billing Year shall be reduced by the amount (in kWh), as reasonably estimated by the Parties, of Electricity that Seller was unable to produce and sell to Purchaser as a result of (i) a Force Majeure Event, (ii) a curtailment by Purchaser in excess of the Outage Allowance, or (iii) other actions of Purchaser.
Output Guarantee. Beginning on the Actual Commercial Operation Date and during each Billing Year throughout the Term, Seller guarantees to deliver Output to Purchaser not less than [•] percent ([•]%) of the Annual Contract Quantity (in kWh) (the “Output Guarantee”). The Output Guarantee in any Billing Year shall be reduced by the amount (in kWh), as reasonably estimated by the Parties, of Electricity that Seller was unable to produce and sell to Purchaser as a result of (i) a Force Majeure Event or (ii) a curtailment by Purchaser in excess of the Outage Allowance.
Output Guarantee. Subject to the provisions of Appendix G3 below, Seller guarantees that the solar portion of the Generating Facilities will generate electricity at not less than eighty percent (80.00%) of the System’s solar installed Capacity during each Contract Year (the “Solar System Output Guarantee”), calculated as follows: within thirty (30) day following the final day of each Contract Year, Seller will determine if the System complied with the Solar System Output Guarantee by dividing (i) the kWh produced by the solar generation components of System in such year, by (ii) the value of (A) Guaranteed Yearly Solar System Output Amount for such Contract Year set forth in the table below less (B) the number of hours during such year during which the System was subject to an exclusion set forth in Appendix G3 below. In the event that the result of such calculation is less than eighty percent (80.00%), Seller shall make a payment or provide a credit (“Solar System Output Guarantee Deficit Payment”) to Purchaser equal to (x) [ten dollar ($10.00)], multiplied by (y) the difference between (A) the number of MWh in the applicable year that would have resulted in eighty percent (80.00%) output pursuant to the formula set forth above, minus (B) the actual MWh Delivered achieved in such year. Seller will, at Purchaser’s election, remit such Output Guarantee Deficit Payment to Purchaser within forty-five (45) days of the final day of the applicable calendar year or provide a credit to Purchaser on the next monthly invoice.
Output Guarantee. 7.5.1 By December 1st of each calendar year, the Seller shall submit in writing to the Buyer the identity of a licensed professional independent engineer or licensed professional independent engineering firm (not required to be licensed in the State of Idaho) and the independent engineer or engineering firm’s qualifications that the Seller intends to contract with to complete the annual certification as required in this Section. The Seller shall be responsible for all costs of retaining this engineer and the cost of completing the certification as required within this Section. No later than ten (10) Business Days after Seller’s notification to the Buyer of the Seller’s proposed independent engineer or independent engineering firm, Buyer shall send Seller a written notice, either (A) approving the independent engineer or independent engineering firm specified in the notice, or (B) setting forth in reasonable detail Buyer’s reasons for concluding that the independent engineer or independent engineering firm selected by the Seller is not acceptable. If Buyer does not respond on or before the end of the tenth (10th) Business Day after Seller’s notice, the independent engineer or the independent engineering firm selected by the Seller shall be deemed to be acceptable. If Buyer reasonably disagrees that the Seller selected independent engineer or independent engineering firm is acceptable, the Parties shall cooperate promptly and in good faith to address Buyer’s concerns and agree upon an independent engineer or independent engineering firm. If the Parties are unable to agree to an independent engineer or independent engineering firm within ten (10) Business Days of Buyer’s notice of disagreement, either Party may pursue dispute resolution under Article 25 to determine an independent engineer.
Output Guarantee. Seller guarantees to Purchaser that the Energy Output of the System during any Guarantee Year, subject to the limitations, terms and conditions stated in this Agreement, shall be not less than the product of the Guaranteed Level and the Expected Annual Energy Output for the System, as adjusted for measured meteorological conditions according to Section 2.13. Notwithstanding any other provisions of this Agreement, component failures not caused by an act of Force Majeure or by the Purchaser, including but not limited to, failure of one or more inverters, shall not excuse any System’s performance obligations under this Agreement.
