Seller Failure. If Seller fails to Deliver all or part of the Product pursuant to a Transaction, and such failure is not excused by Buyer’s failure to perform, Section 3.4, or Section 3.5 (any or all of which are considered a “Seller Failure”), then Seller shall pay Buyer, within fifteen (15) days of receiving the invoice, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price for the Quantity not Delivered. The invoice shall include a written statement explaining Buyer’s calculation in reasonable detail. If there are further Delivery Dates under the Transaction, or any other Transactions, then Seller shall provide Buyer with adequate assurances of Seller’s ability to perform its obligations under the remaining Transaction or Transactions by (i) posting additional Performance Assurance pursuant to the Credit Support Addendum and (ii) providing additional documentation as reasonably requested by Buyer.
Seller Failure. If Seller fails to schedule and/or deliver all or -------------- part of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by Buyer's failure to perform, then Seller shall pay Buyer, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if "Accelerated Payment of Damages" is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.
Seller Failure. If Seller fails to schedule and/or deliver all or part of the Energy, and such failure is not excused under the terms of this Agreement or by Department's failure to perform, then Seller shall pay Department, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Purchase Price from the Replacement Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.
Seller Failure. If Seller fails to schedule and/or deliver all or part of the Energy pursuant to this Transaction and such failure is not excused under the terms of the Agreement or by Buyer’s failure to perform, then Seller shall pay Buyer, on the date payment would otherwise be due in respect of the month in which the failure occurred, or if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount equal to the positive difference, if any, obtained by subtracting the Presumed Energy Price from the Replacement Price multiplied by the Seller Deficiency Amount.
Seller Failure. If Seller fails to deliver the Contract Quantity, then Seller shall pay Buyer, within five Business Days of demand, an amount for each REC that Seller failed to deliver equal to the positive difference, if any, between (a) Market Price and (b) the Contract Price.
Seller Failure. For any Hour in which Seller fails to deliver the Requirements Portion and such failure is not excused under the terms of this Agreement, including Section 4.2(b) and Section 13.5, or by Buyer’s failure to receive such energy, then Seller shall reduce its Monthly xxxx to Buyer for the Month in which such failure occurred by an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the sum of the Hourly Fuel Charge and the Hourly Variable O&M Charge for such Hour which would have been charged for the amount of energy not delivered from the Replacement Price. The invoice for such Month shall include a written statement explaining in reasonable detail the calculation of such amount. For purpose of this Section 4.5(a), “Replacement Price” means the price, including any payments for capacity, at which Buyer, using Commercially Reasonable Efforts, purchases a replacement for the amount of energy not delivered by Seller, plus (i) any costs reasonably incurred by Buyer in purchasing such replacement energy, and (ii) any transmission charges reasonably incurred by Buyer to a Transmission Provider, or, at Buyer’s election, the market price in the Seller BAA for such energy not delivered as determined by Buyer using Commercially Reasonable Efforts; provided, however, in no event shall such price include any penalties or ratcheted demand charges incurred in connection with deliveries of replacement energy, nor shall Buyer be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Seller’s liability hereunder. Notwithstanding the foregoing, Buyer shall remain obligated to pay the Monthly Demand Charge for such Month calculated in accordance with Section 6.2.
Seller Failure. (a) “Actual Availability” for a Period means (i) the total quantity of electric energy delivered under this Agreement during such Period plus any electric energy not delivered during such Period due to a Seller Performance Event divided by (ii) the total Scheduled Generation during all days within such Period. For the Non-Peak Period of calendar year 2001, the numerator and denominator of the foregoing calculation shall each be increased by an amount equal to the number of MWhs delivered by Party A to Party B between the period of April 1, 2001 through the Effective Date of this Agreement. If any Period ends before its scheduled expiration due to an early termination of this Agreement, the foregoing calculation shall be calculated based upon the Seller’s actual performance during the portion of such Period occurring prior to termination.
Seller Failure. If SELLER fails to schedule and/or deliver all or part of the Contract Energy or to provide Contract Unforced Capacity as required under this Agreement, and, with respect to a failure to schedule, such failure is not excused by the Plant's unavailability, or, with respect to a failure to schedule and deliver Contract Energy or to provide Contract Unforced Capacity, such failure is not excused by Force Majeure or by BUYER's failure to perform, then SELLER shall pay BUYER, within five (5) Business Days of invoice receipt, an amount for such Contract Energy and/or Contract Unforced Capacity not scheduled, delivered or provided equal to the product of (a) the quantity of such Contract Energy and/or Contract Unforced Capacity not scheduled, delivered or provided, and (b) the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price; provided however, that the Plant's unavailability shall not excuse SELLER's failure to so schedule or deliver if the unavailability is caused by SELLER's or the Transaction Affiliate's gross negligence. The invoice of such amount shall include a written statement explaining in reasonable detail the calculation of such amount.
Seller Failure. If Seller does not obtain the Required Approvals of Seller by February 1, 2012, this Agreement shall automatically terminate unless the Parties mutually agree to waive such termination.
Seller Failure. If Seller fails to deliver all or part of the Quantity pursuant to an Emissions Transaction, and the failure is not excused under the terms of the Emissions Product or Transaction, by Buyer’s failure to perform or by the terms of this Agreement, then Seller will pay Buyer, within three (3) Local Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. The invoice will include a written statement explaining the calculation in reasonable detail. All determinations must be made in a commercially reasonable manner and Buyer is not required to enter into any actual replacement Transaction in order to determine the Replacement Price.
