Common use of Performance Adjustments Clause in Contracts

Performance Adjustments. For each ▇▇▇ Period, if the Capacity Factor were assumed to be precisely 100 percent (100%), then the maximum ▇▇▇ Payment (“Maximum Performance Adjustment”) due to Seller shall be defined as follows: This calculation shall be rounded to the nearest $0.01. To the extent that Seller fails to satisfy the Performance Requirements specified above in Section 4.5, Seller shall be liable for and pay to Buyer “Performance Adjustments”, as defined herein. For each one percent (1%) by which the Capacity Factor in each ▇▇▇ Period is less than the Performance Requirement for such ▇▇▇ Period, Seller shall incur and pay to Buyer the following percentages (“Performance Adjustment Factors”) of the applicable Maximum Performance Adjustment: A. June – September 3.00 2.00 1.25 B. Oct. – Dec., Jan. & Feb. 2.50 1.75 1.25 C. Mar. – May 1.50 1.25 1.00 For each ▇▇▇ Period, if the applicable Capacity Factor is less than the applicable Performance Requirement, then the Performance Adjustment for such ▇▇▇ Period shall be calculated as follows: For the purpose of calculating the Performance Adjustment for any month in Period A, the Capacity Factor for Period A will be measured, calculated, and settled on a monthly basis for each month in Period A. For the purpose of calculating the Performance Adjustment in Periods B and C, the Capacity Factor shall be measured, calculated, and settled for each individual month and then be trued-up on an aggregated basis for the entire ▇▇▇ Period in the month immediately following the last month of the completed Period B or C, as applicable, which shall include all months constituting the applicable period. The Performance Adjustment true-up for Periods B and C shall be reflected in the invoice provided by Seller to Buyer submitted in April with respect to Period B and July with respect to Period C, or if the Transaction has been terminated or the last year of the Delivery Term has occurred, then the last month prior to the expiration or termination of the Transaction. The Party owing payment as a result of such true-up shall pay the other Party the undisputed amount no later than fifteen (15) calendar days after receipt of such invoice; subject to the payment provisions in Section 6.1 hereof. All disputes shall be subject to Section 6.2 hereof. In no event shall the applicable Performance Adjustment exceed the amount of the applicable Maximum Performance Adjustment. For the purposes of illustration, the Performance Requirement in Period A2 is 90 percent Capacity Factor and the Performance Adjustment Factor for Period A2 is 2.0. If the actual Capacity Factor in a particular month in Period A2 were 88.5 percent, then Seller would pay Buyer the following Performance Adjustment = (90% – 88.5%) x 2.0 = 1.5% x 2.0 = 3.0 percent of the Maximum Performance Adjustment for that month of ▇▇▇ Period A2.

Performance Adjustments. For each ▇▇▇ Period, if the Capacity Factor were assumed to be precisely 100 percent (100%)100.00 percent, then the maximum Maximum Monthly ▇▇▇ Payment (“Maximum Performance Adjustment”) due to Seller shall be defined as follows: This calculation shall be rounded to the nearest $0.01. To the extent that Seller fails to satisfy the Performance Requirements specified above in Section 4.5, Seller shall be liable for and pay to Buyer “Performance Adjustments”, as defined herein. For each one 1 percent (1%) by which the Capacity Factor in each ▇▇▇ Period is less than the Performance Requirement for such ▇▇▇ Period, Seller shall incur and pay to Buyer the following percentages of the applicable Maximum Monthly ▇▇▇ Payment (“Performance Adjustment Factors”) of the applicable Maximum Performance Adjustment: ): ▇▇▇ PERIOD _____________________________________ A. June – September 3.00 2.00 1.25 B. Oct. – Dec., Jan. & Feb. 2.50 1.75 1.25 C. Mar. – May 1.50 1.25 1.00 For each ▇▇▇ Period, if the applicable Capacity Factor is less than the applicable Performance Requirement, then the Performance Adjustment for such ▇▇▇ Period shall be calculated as follows: For the purpose of calculating the Performance Adjustment for any month in Period A, the Capacity Factor Performance Requirement for Period A will be measured, calculated, measured and settled on a monthly basis calculated for each month in Period A. For the purpose of calculating the Performance Adjustment for each month in Periods B and C, the Capacity Factor Performance Requirement shall be measured, calculated, measured and settled for each individual month and then be trued-up calculated once on an aggregated aggregate basis for the entire ▇▇▇ Period period in the month immediately following the last month of the completed Period B or C, as applicable, which shall include all months constituting the applicable period. Buyer shall calculate the Period B or C Performance Requirements on a calendar year basis. The Performance Adjustment true-up for each month in Periods B and C shall be reflected in the an invoice provided by Buyer to Seller to Buyer submitted in April with respect to Period B and July with respect to Period C, no later than March 31st of the following calendar year or if the Transaction has been terminated or the last year of the Delivery Term has occurred, then the last month prior to the expiration or termination of the Transaction. The Party party owing payment as a result of such true-up shall pay the other Party the undisputed amount no later than fifteen (15) calendar days after receipt of such invoice; subject to the payment provisions in Section 6.1 hereofof the Agreement. All disputes shall be subject to Section 6.2 hereofof the Agreement. In no event shall the applicable Performance Adjustment exceed the amount of the applicable Maximum Performance AdjustmentMonthly ▇▇▇ Payment. For the purposes of illustration, the Performance Requirement in Period A2 is 90 percent Capacity Factor and the Performance Adjustment Factor for Period A2 is 2.0. If the actual Capacity Factor in a particular month in Period A2 were 88.5 percent, then Seller would pay Buyer the following Performance Adjustment = (90% – 88.5%) x 2.0 = 1.5% x 2.0 = 3.0 percent of the Maximum Performance Adjustment Monthly ▇▇▇ Payment for that month of ▇▇▇ Period A2.

Performance Adjustments. For each ▇▇▇ Period, if the Capacity Factor were assumed to be precisely 100 percent (100%), then the maximum ▇▇▇ Payment (“Maximum Performance Adjustment”) due to Seller shall be defined as follows: This calculation shall be rounded to the nearest $0.01. To the extent that Seller fails to satisfy the Performance Requirements specified above in Section 4.5, Seller shall be liable for and pay to Buyer “Performance Adjustments”, as defined herein. For each one percent (1%) by which the Capacity Factor in each ▇▇▇ Period is less than the Performance Requirement for such ▇▇▇ Period, Seller shall incur and pay to Buyer the following percentages (“Performance Adjustment Factors”) of the applicable Maximum Performance Adjustment: A. June – September 3.00 2.00 1.25 B. Oct. – Dec., Jan. & Feb. 2.50 1.75 1.25 C. Mar. – May 1.50 1.25 1.00 For each ▇▇▇ Period, if the applicable Capacity Factor is less than the applicable Performance Requirement, then the Performance Adjustment for such ▇▇▇ Period shall be calculated as follows: For the purpose of calculating the Performance Adjustment for any month in Period A, the Capacity Factor for Period A will be measured, calculated, and settled on a monthly basis for each month in Period A. For the purpose of calculating the Performance Adjustment in Periods B and C, the Capacity Factor shall be measured, calculated, and settled for each individual month and then be trued-up on an aggregated basis for the entire ▇▇▇ Period in the month immediately following the last month of the completed Period B or C, as applicable, which shall include all months constituting the applicable period. The Performance Adjustment true-up for Periods B and C shall be reflected in the invoice provided by Seller to Buyer submitted in April with respect to Period B and July with respect to Period C, or if the Transaction has been terminated or the last year of the Delivery Term has occurred, then the last month prior to the expiration or termination of the Transaction. The Party owing payment as a result of such true-up shall pay the other Party the undisputed amount no later than fifteen (15) calendar days after receipt of such invoice; subject to the payment provisions in Section 6.1 hereof. All disputes shall be subject to Section 6.2 hereof. In no event shall the applicable Performance Adjustment exceed the amount of the applicable Maximum Performance Adjustment. For the purposes of illustration, the Performance Requirement in Period A2 is 90 percent Capacity Factor and the Performance Adjustment Factor for Period A2 is 2.0. If the actual Capacity Factor in a particular month in Period A2 were 88.5 percent, then Seller would pay Buyer the following Performance Adjustment = (90% – 88.5%) x 2.0 = 1.5% x 2.0 = 3.0 percent of the Maximum Performance Adjustment for that month of ▇▇▇ Period A2.