Product Replacement Damage Amount. If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii) above, the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay SCE as liquidated damages an amount which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased replacement Product by reason of Seller’s failure to perform (the “Product Replacement Damage Amount”).
Product Replacement Damage Amount. The contents of this document are subject to restrictions on disclosure as set forth herein. If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii) above, the Parties acknowledge that the damages sustained by SCE associated with Seller’s failure to meet Seller’s Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay SCE as liquidated damages an amount which is intended to compensate SCE for Seller’s failure to perform, irrespective of whether SCE actually purchased replacement Product by reason of Seller’s failure to perform (the “Product Replacement Damage Amount”).
Product Replacement Damage Amount. (i) If an Event of Deficient Product Deliveries occurs, as determined in accordance with Section 3.07(a)(ii) above, the Parties agree that if the Seller is willing and able to source, secure, pay and deliver for Buyer’s benefit a product equivalent to the Product described in this Agreement to make up any shortfall to the Product Delivery Obligation equal or less than 25% of Seller’s Product Delivery Obligation, Buyer shall, upon written mutual agreement, accept this product (the “Replacement Product”) in lieu of any Product Replacement Damages Amount. At minimum, the Replacement Product shall be from a renewable generation facility located within the CAISO Balancing Authority and possess the Green Attributes set forth in PUC Section 399.16 (b) (1) and as evidenced by transfer of WREGIS Certificates to Anaheim. Buyer shall not be responsible under any circumstance for paying for or bearing incremental costs associated with the Replacement Product. The Parties acknowledge that should Seller be unable or elect not to provide a Replacement Product or the shortfall in the Product Delivery Obligation exceeds 25%, the damages sustained by Anaheim associated with Seller’s failure to meet Seller’s Product Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay Anaheim as liquidated damages an amount which is intended to compensate Anaheim for Seller’s failure to perform, irrespective of whether Anaheim actually purchased such replacement electric energy by reason of Seller’s failure to perform (the “Product Replacement Damage Amount”).
Product Replacement Damage Amount. (i) If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.06(b)(ii) above, the Parties acknowledge that the damages sustained by Anaheim associated with Seller’s failure to meet Seller’s Energy Delivery Obligation would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay Anaheim as liquidated damages an amount which is intended to compensate Anaheim for Seller’s failure to perform, irrespective of whether Anaheim actually purchased such replacement Product by reason of Seller’s failure to perform (the “Product Replacement Damage Amount”).
(ii) Within ninety (90) days after the end of the applicable Performance Period, Anaheim shall calculate any Product Replacement Damage Amount as set forth in Exhibit F, and shall provide Notice to Seller of any Product Replacement Damage Amount owing, including a detailed explanation of, and rationale for, its calculation methodology, annotated work papers and source data.
(iii) Seller shall have thirty (30) days after receipt of Anaheim’s Notice to review Anaheim’s calculation and either pay the entire Product Replacement Damage Amount claimed by Anaheim or pay any undisputed portion and provide Notice to Anaheim of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data.
(iv) The Parties shall negotiate in good faith to resolve any disputed portion of the Product Replacement Damage Amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party.
(v) If the Parties are unable to resolve a dispute regarding any Product Replacement Damage Amount within thirty (30) days after the sending of a Notice of dispute by Seller, either Party may submit the dispute to mediation as provided in Article Twelve.
Product Replacement Damage Amount
