Common use of Product Replacement Damage Amount Clause in Contracts

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”). (i) Within ninety (90) days after the end of the applicable Term Year, SCE 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. (ii) Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Product Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. (iii) 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. (iv) 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 and arbitration as provided in Article Twelve.

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 an Event of Deficient Energy Delivery Obligation Deliveries 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”). (i) Within ninety (90) days after the end of the applicable Term Year, SCE 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. (ii) Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Product Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. (iii) 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. (iv) 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 and arbitration as provided in Article Twelve.

Product Replacement Damage Amount. (i) 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”). (iii) Within ninety (90) days after the end of the applicable Term Year, SCE 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. (iiiii) Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Product Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. (iiiiv) 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. (ivv) 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 and arbitration as provided in Article Twelve.

Product Replacement Damage Amount. (i) If an Event of Deficient Energy 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 SCE Anaheim associated with Seller’s failure to meet Seller’s Energy 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 SCE Anaheim as liquidated damages an amount which is intended to compensate SCE Anaheim for Seller’s failure to perform, irrespective of whether SCE Anaheim actually purchased such replacement Product electric energy by reason of Seller’s failure to perform (the “Product Replacement Damage Amount”). (iii) Within In the event the Seller is unable or elects not to provide a Replacement Product, within ninety (90) days after the end of the applicable Term Year, SCE Anaheim shall calculate any Product Replacement Damage Amount as set forth in Exhibit 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 papers, and source data. (iiiii) Seller shall have thirty (30) days after receipt of SCEAnaheim’s Notice of Product Replacement Damage Amount to review SCEAnaheim’s calculation and either pay the entire Product Replacement Damage Amount claimed by SCE Anaheim or pay any undisputed portion and provide Notice to SCE Anaheim of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers papers, and source data. (iiiiv) 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. (ivv) 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 Parties shall handle such dispute in accordance with the dispute to mediation and arbitration as provided resolution provisions in Article TwelveARTICLE Twelve of this Agreement.

Product Replacement Damage Amount. ‌ (i) If an Event of Deficient Energy Product Deliveries occurs, as determined in accordance with Section 3.07(a)(ii) above, the Parties acknowledge that the damages sustained by SCE Anaheim associated with Seller’s failure to meet Seller’s Energy 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 SCE Anaheim as liquidated damages an amount which is intended to compensate SCE Anaheim for Seller’s failure to perform, irrespective of whether SCE Anaheim actually purchased such replacement Product electric energy by reason of Seller’s failure to perform (the “Product Replacement Damage Amount”). (iii) Within ninety (90) days after the end of the applicable Term Year, SCE Anaheim shall calculate any Product Replacement Damage Amount as set forth in Exhibit 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 papers, and source data. (iiiii) Seller shall have thirty (30) days after receipt of SCEAnaheim’s Notice of Product Replacement Damage Amount to review SCEAnaheim’s calculation and either pay the entire Product Replacement Damage Amount claimed by SCE Anaheim or pay any undisputed portion and provide Notice to SCE Anaheim of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers papers, and source data. (iiiiv) 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. (ivv) 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 and arbitration as provided in Article ARTICLE Twelve.

Product Replacement Damage Amount. If an Event of Deficient Energy Product Deliveries occurs, as determined in accordance with Section 3.07(a)(iiFive.7(a)(ii) above, the Parties acknowledge that the damages sustained by SCE Anaheim associated with Seller’s failure to meet Seller’s Energy 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 SCE Anaheim as liquidated damages an amount which is intended to compensate SCE Anaheim for Seller’s failure to perform, irrespective of whether SCE Anaheim actually purchased such replacement Product electric energy by reason of Seller’s failure to perform (the “Product Replacement Damage Amount”). (i) . Within ninety (90) days after the end of the applicable Term Year, SCE Anaheim shall calculate any Product Replacement Damage Amount as set forth in Exhibit 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 papers, and source data. (ii) . Seller shall have thirty (30) days after receipt of SCEAnaheim’s Notice of Product Replacement Damage Amount to review SCEAnaheim’s calculation and either pay the entire Product Replacement Damage Amount claimed by SCE Anaheim or pay any undisputed portion and provide Notice to SCE Anaheim of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers papers, and source data. (iii) . 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. (iv) . 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 and arbitration as provided in Article Twelve.ARTICLE Fourteen..

Product Replacement Damage Amount. (i) If an Event of Deficient Energy Deliveries occurs, as determined in accordance with Section 3.07(a)(ii3.06(b)(ii) above, the Parties acknowledge that the damages sustained by SCE 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 SCE Anaheim as liquidated damages an amount which is intended to compensate SCE Anaheim for Seller’s failure to perform, irrespective of whether SCE Anaheim actually purchased such replacement Product by reason of Seller’s failure to perform (the “Product Replacement Damage Amount”). (iii) Within ninety (90) days after the end of the applicable Term YearPerformance Period, SCE 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. (iiiii) Seller shall have thirty (30) days after receipt of SCEAnaheim’s Notice to review SCEAnaheim’s calculation and either pay the entire Product Replacement Damage Amount claimed by SCE Anaheim or pay any undisputed portion and provide Notice to SCE 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. (iiiiv) 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. (ivv) 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 and arbitration as provided in Article Twelve.

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 's failure to meet Seller’s '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 's failure to perform, irrespective of whether SCE actually purchased replacement Product by reason of Seller’s 's failure to perform (the “Product Replacement Damage Amount”). (i) Within ninety (90) days after the end of the applicable Term Year, SCE 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. (ii) Seller shall have thirty (30) days after receipt of SCE’s 's Notice to review SCE’s 's calculation and either pay the entire Product Replacement Damage Amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s 's calculation methodology, annotated work papers and source data. (iii) 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. (iv) 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 and arbitration as provided in Article Twelve.

Product Replacement Damage Amount. ‌ (i) If an Event of Deficient Energy 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 SCE Anaheim associated with Seller’s failure to meet Seller’s Energy 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 SCE Anaheim as liquidated damages an amount which is intended to compensate SCE Anaheim for Seller’s failure to perform, irrespective of whether SCE Anaheim actually purchased such replacement Product electric energy by reason of Seller’s failure to perform (the “Product Replacement Damage Amount”).Amount”).‌ (iii) Within In the event the Seller is unable or elects not to provide a Replacement Product, within ninety (90) days after the end of the applicable Term Year, SCE Anaheim shall calculate any Product Replacement Damage Amount as set forth in Exhibit 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 papers, and source data. (iiiii) Seller shall have thirty (30) days after receipt of SCEAnaheim’s Notice of Product Replacement Damage Amount to review SCEAnaheim’s calculation and either pay the entire Product Replacement Damage Amount claimed by SCE Anaheim or pay any undisputed portion and provide Notice to SCE Anaheim of the portion Seller disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers papers, and source data.data.‌ (iiiiv) 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. (ivv) 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 Parties shall handle such dispute in accordance with the dispute to mediation and arbitration as provided resolution provisions in Article TwelveARTICLE Twelve of this Agreement.