Common use of The Purchaser's Failure to Accept Delivery Clause in Contracts

The Purchaser's Failure to Accept Delivery. If other than as a result of an event of Force Majeure, the Purchaser defaults in its obligation to accept delivery of all or any part of the Required Delivery Quantity in respect of a Delivery Month at the Delivery Points, then the Seller, as its sole and exclusive remedies, (i) shall sell the Deficiency Quantity for such Delivery Month and pay to the Purchaser, in lieu of delivery of the Deficiency Quantity in respect of such Delivery Month, the Replacement Value of such Deficiency Quantity in respect of that Delivery Month, and (ii) if such unexcused failure continues after notice thereof has been given to the Purchaser by the Seller for a period of 30 or more days during a 12 month period, the Seller may terminate this Agreement in the same manner as it may be terminated by the Purchaser pursuant to Sections 5.02 and 5.03, except that the Seller will give the relevant notices and calculate the amount of the Termination Payment to be made by the Seller to the Purchaser. The Replacement Value shall be paid to the Purchaser no later than the Payment Date next following such Delivery Month, and the Purchaser will accept such payment in lieu of the Deficiency Quantity of Natural Gas for such Delivery Month. Where the Purchaser defaults in its acceptance obligation as aforesaid, the Seller shall use all reasonable efforts to maximize the Replacement Value of any Deficiency Quantity and the Seller shall prepare and deliver to the Purchaser, within five Business Days after the end of the applicable Delivery Month, a certificate setting out the calculation of the Replacement Value accompanied by reasonably available back-up documentation therefor. Any such certificate shall, absent manifest error, be conclusive evidence of the amount due in respect of the Replacement Value.