Common use of RTE Test Termination Rights Clause in Contracts

RTE Test Termination Rights. The Parties acknowledge that, although the intent of the liquidated damages payable under Section 2.11(a) (RTE Test and Liquidated Damages) is to compensate Company for the damages that Company would incur if the XXXX fails to demonstrate satisfaction of the RTE Performance Metric during a XXXX Measurement Period, such liquidated damages are not intended to compensate Company for the damages that Company would incur if a pattern of underperformance establishes a reasonable expectation that the XXXX is likely to continue to substantially underperform the Company's expectations. Accordingly, and without limitation to Company's rights under said Section 2.11(a) (RTE Test and Liquidated Damages) for those XXXX Measurement Periods during which the XXXX fails to demonstrate satisfaction of the RTE Performance Metric, substantial underperformance shall give rise to a termination right as set forth in this Section 2.11(b) (RTE Test Termination Rights). If the RTE Ratio for the Selected RTE Test for the XXXX Measurement Period in question is more than 15 percentage points below the RTE Performance Metric for any two XXXX Measurement Periods during a 12-month period, an 18-month cure period (the "RTE Cure Period") will commence on the Day following the close of the second such XXXX Measurement Period. For each XXXX Measurement Period during such RTE Cure Period, RTE Tests shall continue to be conducted as set forth in Attachment W (XXXX Tests) and liquidated damages paid and accepted as set forth in Section 2.11(a) (RTE Test and Liquidated Damages); provided, however, that if the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period, such failure shall constitute an Event of Default under Section 15.1(g) of this Agreement for which Company shall have the rights (including but not limited to the termination rights) set forth in Article 15 (Events of Default) and Article 16 (Damages in the Event of Termination by Company).

RTE Test Termination Rights. The Parties acknowledge that, although the intent of the liquidated damages payable under Section 2.11(a2.10(a) (RTE Test and Liquidated Damages) is to compensate Company for the damages that Company would incur if the XXXX fails to demonstrate satisfaction of the RTE Performance Metric during a XXXX Measurement Period, such liquidated damages are not intended to compensate Company for the damages that Company would incur if a pattern of underperformance establishes a reasonable expectation that the XXXX is likely to continue to substantially underperform the Company's expectations. Accordingly, and without limitation to Company's rights under said Section 2.11(a2.10(a) (RTE Test and Liquidated Damages) for those XXXX Measurement Periods during which the XXXX fails to demonstrate satisfaction of the RTE Performance Metric, substantial underperformance shall give rise to a termination right as set forth in this Section 2.11(b2.10(b) (RTE Test Termination Rights). If the RTE Ratio for the Selected RTE Test for the XXXX Measurement Period in question is more than 15 percentage points below the RTE Performance Metric for any two XXXX Measurement Periods during a 12-month period, an 18-month cure period (the "RTE Cure Period") will commence on the Day following the close of the second such XXXX Measurement Period. For each XXXX Measurement Period during such RTE Cure Period, RTE Tests shall continue to be conducted as set forth in Attachment W (XXXX Tests) and liquidated damages paid and accepted as set forth in Section 2.11(a2.10(a) (RTE Test and Liquidated Damages); provided, however, that if the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period, such failure shall constitute an Event of Default under Section 15.1(g15.1(f) of this Agreement for which Company shall have the rights (including but not limited to the termination rights) set forth in Article 15 (Events of Default) and Article 16 (Damages in the Event of Termination by Company).

RTE Test Termination Rights. The Parties acknowledge that, although the intent of the liquidated damages payable under Section 2.11(a4.6(a) (RTE Test and Liquidated Damages) is to compensate Company for the damages that Company would incur if the XXXX Facility fails to demonstrate satisfaction of the RTE Performance Metric during a XXXX Measurement Period, such liquidated damages are not intended to compensate Company for the damages that Company would incur if a pattern of underperformance establishes a reasonable expectation that the XXXX Facility is likely to continue to substantially underperform the Company's ’s expectations. Accordingly, and without limitation to Company's ’s rights under said Section 2.11(a4.6(a) (RTE Test and Liquidated Damages) for those XXXX Measurement Periods during which the XXXX Facility fails to demonstrate satisfaction of the RTE Performance Metric, substantial underperformance shall give rise to a termination right as set forth in this Section 2.11(b) (RTE Test Termination Rights). If the RTE Ratio for the Selected RTE Test for the XXXX Measurement Period in question is more than 15 percentage points below the RTE Performance Metric for any two XXXX Measurement Periods during a 12-month period, an 18-month cure period (the "“RTE Cure Period"”) will commence on the Day following the close of the second such XXXX Measurement Period. For each XXXX Measurement Period during such RTE Cure Period, RTE Tests shall continue to be conducted as set forth in Attachment W T (XXXX Facility Tests) and liquidated damages paid and accepted as set forth in Section 2.11(a4.6(a) (RTE Test and Liquidated Damages); provided, however, that if the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period, such failure shall constitute an Event of Default under Section 15.1(g6.1(f) of this Agreement for which Company shall have the rights (including but not limited to the termination rights) set forth in Article 15 6 (Events of Default) and Article 16 (Damages in the Event of Termination by Company; Remedies; Termination).

RTE Test Termination Rights. The Parties acknowledge that, although the intent of the liquidated damages payable under Section 2.11(a2.10(a) (RTE Test and Liquidated Damages) is to compensate Company for the damages that Company would incur if the XXXX fails to demonstrate satisfaction of the RTE Performance Metric during a XXXX Measurement Period, such liquidated damages are not intended to compensate Company for the damages that Company would incur if a pattern of underperformance establishes a reasonable expectation that the XXXX is likely to continue to substantially underperform the Company's expectations. Accordingly, and without limitation to Company's rights under said Section 2.11(a2.10(a) (RTE Test and Liquidated Damages) for those XXXX Measurement Periods during which the XXXX fails to demonstrate satisfaction of the RTE Performance Metric, substantial underperformance shall give rise to a termination right as set forth in this Section 2.11(b2.10(b) (RTE Test Termination Rights). If the RTE Ratio for the Selected RTE Test for the XXXX Measurement Period in question is more than 15 percentage points below the RTE Performance Metric for any two XXXX Measurement Periods during a 12-month period, an 18-month cure period (the "RTE Cure Period") will commence on the Day following the close of the second such XXXX Measurement Period. For each XXXX Measurement Period during such RTE Cure Period, RTE Tests shall continue to be conducted as set forth in Attachment W (XXXX Tests) and liquidated damages paid and accepted as set forth in Section 2.11(a2.10(a) (RTE Test and Liquidated Damages); provided, however, that if the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period, such failure shall constitute an Event of Default under Section 15.1(g) of this Agreement for which Company shall have the rights (including but not limited to the termination rights) set forth in Article 15 (Events of Default) and Article 16 (Damages in the Event of Termination by Company).

RTE Test Termination Rights. The Parties acknowledge that, although the intent of the liquidated damages payable under Section 2.11(a2.10(a) (RTE Test and Liquidated Damages) is to compensate Company for the damages that Company would incur if the XXXX fails to demonstrate satisfaction of the RTE Performance Metric during a XXXX Measurement Period, such liquidated damages are not intended to compensate Company for the damages that Company would incur if a pattern of underperformance establishes a reasonable expectation that the XXXX is likely to continue to substantially underperform the Company's expectations. Accordingly, and without limitation to Company's rights under said Section 2.11(a2.10(a) (RTE Test and Liquidated Damages) for those XXXX Measurement Periods during which the XXXX fails to demonstrate satisfaction of the RTE Performance Metric, substantial underperformance shall give rise to a termination right as set forth in this Section 2.11(b2.10(b) (RTE Test Termination Rights). If the RTE Ratio for the Selected RTE Test for the XXXX Measurement Period in question is more than 15 percentage points below the RTE Performance Metric for any two XXXX Measurement Periods during a 12-month period, an 18-month cure period (the "RTE Cure Period") will commence on the Day following the close of the second such XXXX Measurement Period. For each XXXX Measurement Period during such RTE Cure Period, RTE Tests shall continue to be conducted as set forth in Attachment W (XXXX Tests) and liquidated damages paid and accepted as set forth in Section 2.11(a2.10(a) (RTE Test and Liquidated Damages); provided, however, that if the Seller Subscriber Organization fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period, such failure shall constitute an Event of Default under Section 15.1(g15.1(f) of this Agreement for which Company shall have the rights (including but not limited to the termination rights) set forth in Article 15 (Events of Default) and Article 16 (Damages in the Event of Termination by Company).

RTE Test Termination Rights. The Parties acknowledge that, although the intent of the liquidated damages payable under Section 2.11(a4.6(a) (RTE Test and Liquidated Damages) is to compensate Company for the damages that Company would incur if the XXXX Facility fails to demonstrate satisfaction of the RTE Performance Metric during a XXXX Measurement Period, such liquidated damages are not intended to compensate Company for the damages that Company would incur if a pattern of underperformance establishes a reasonable expectation that the XXXX Facility is likely to continue to substantially underperform the Company's ’s expectations. Accordingly, and without limitation to Company's ’s rights under said Section 2.11(a4.6(a) (RTE Test and Liquidated Damages) for those XXXX Measurement Periods during which the XXXX Facility fails to demonstrate satisfaction of the RTE Performance Metric, substantial underperformance shall give rise to a termination right as set forth in this Section 2.11(b) (RTE Test Termination Rights). If the RTE Ratio for the Selected RTE Test for the XXXX Measurement Period in question is more than 15 percentage points below the RTE Performance Metric for any two XXXX Measurement Periods during a 12-month period, an 18-month cure period (the "“RTE Cure Period"”) will commence on the Day following the close of the second such XXXX Measurement Period. For each XXXX Measurement Period during such RTE Cure Period, RTE Tests shall continue to be conducted as set forth in Attachment W T (XXXX Facility Tests) and liquidated damages paid and accepted as set forth in Section 2.11(a4.6(a) (RTE Test and Liquidated Damages); provided, however, that if the Seller fails to demonstrate satisfaction of the RTE Performance Metric prior to the expiration of the RTE Cure Period, such failure shall constitute an Event of Default under Section 15.1(g6.1(f) of this Agreement for which Company shall have the rights (including but not limited to the termination rights) set forth in Article 15 6 (Events of Default) and Article 16 (; Remedies; Termination).‌‌ 4.7. 4.6. Payment of Liquidated Damages in the Event of Termination by Company)for Failure to Achieve Performance Metrics; Limitation on Liquidated Damages.