Guaranteed COD definition
Guaranteed COD means the Expected Commercial Operation Date, subject to extensions on a day-for-day basis for the Development Cure Period. If the Seller does not achieve COD of the Facility by the Guaranteed COD, Seller shall pay COD Delay Damages to the Buyer for each day of delay until Seller achieves COD. “COD Delay Damages” are equal to the Development Security divided by 60. COD Delay Damages shall be paid for each day of delay and shall be paid to Buyer in advance on a monthly basis. A prorated amount will be returned to Seller if COD is achieved during the month for which COD Delay Damages were paid in advance. Failure to achieve COD for any reason within 60 days of the Guaranteed COD, shall constitute an Event of Default, and Buyer shall have the right, in its sole discretion, to terminate the PPA and receive the Damage Payment. For the avoidance of doubt, Seller’s liability for an Event of Default comprising the failure to timely achieve COD shall equal the sum of any Construction Delay Damages and COD Delay Damages that are due and owing, plus the Damage Payment.
Guaranteed COD means the Expected Commercial Operation Date, , subject to extensions on a day-for-day basis under the Development Cure Period. If Seller does not achieve COD of the Facility by the Guaranteed COD, Seller shall pay COD Delay Damages to the Buyers for each day of delay until Seller achieves COD. “COD Delay Damages” are equal to the Development Security divided by 60. COD Delay Damages shall be paid for each day of delay and shall be paid to Buyers in advance on a monthly basis. A prorated amount will be returned to Seller if COD is achieved during the month for which COD Delay Damages were paid in advance. Failure to achieve COD within 60 days of the Guaranteed COD shall constitute an Event of Default, and Buyers shall have the right, in its sole discretion, to terminate the PPA and retain the Development Security. Commercial Operation Date (“COD”): The COD shall be the date when all of the following requirements have been met to Buyers’ reasonable satisfaction including Seller providing a certificate from an independent engineer to Buyers certifying to the following: The Facility is fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System. Seller has installed equipment for the Facility with a nameplate capacity of no less than ninety-five percent (95%) of the Guaranteed Capacity. Seller has commissioned all equipment in accordance with its respective manufacturer’s specifications. The Facility’s testing included a performance test demonstrating peak electrical output of no less than ninety-five percent (95%) of the Guaranteed Capacity for the Facility at the Delivery Point, as adjusted for ambient conditions on the date of the Facility testing, and such peak electrical output, as adjusted, was [peak output in MW]. Authorization to parallel the Facility was obtained by the Participating Transmission Owner, [Name of Participating Transmission Owner as appropriate] on [Date]. The Transmission Provider has provided documentation supporting full unrestricted release for Commercial Operation by [Name of Participating Transmission Owner as appropriate] on [Date]. The CAISO has provided notification supporting Commercial Operation, in accordance with the CAISO Tariff on [Date] Seller shall provide notice of expected COD to Buyers in writing no less than sixty (60) days in advance of such date.
Guaranteed COD has the meaning set forth in Exhibit B.
Examples of Guaranteed COD in a sentence
In the event Seller misses any Facility Development Milestones and cannot reasonably demonstrate a plan for completing the Facility by the Guaranteed COD, Buyer shall have the right to terminate the PPA and retain the Development Security as damages, in addition to any other remedies it may have at law or equity.
Such damages do not constitute a penalty, but represent the Parties’ best estimate of the damages Customer actually will incur as a result of such delay, and shall be Customer’s sole and exclusive remedy for Seller’s failure to achieve COD by the Guaranteed COD.
If COD has not occurred within 180 calendar days of the Guaranteed COD (as it may have been extended due to an Excusable Delay), the Parties will attempt in good faith to negotiate a revised Guaranteed COD.
If the Parties are unable to negotiate a new Guaranteed COD, then (i) Customer may terminate this Agreement upon 10 days written notice to Seller, (ii) Seller shall remove the System and restore the Premises pursuant to Section 10, and (iiI) except for the liquidated damages referred to in this Section 5(d), neither Party shall have liability to the other for costs or damages or triggering a default under this Agreement incurred by the other Party.
In the event Seller misses any Project Development Milestones and cannot reasonably demonstrate a plan for completing the Facility by the Guaranteed COD, Buyer shall have the right to terminate the PPA and retain the Development Security as damages, in addition to any other remedies it may have at law or equity.
More Definitions of Guaranteed COD
Guaranteed COD has meaning set forth on the Cover Page.
Guaranteed COD means the Expected Commercial Operation Date, subject to extensions on a day-for-day basis under the Development Cure Period. If Seller does not achieve COD of the Facility by the Guaranteed COD, Seller shall retain any Daily Delay Damages paid and shall pay Commercial Operation Delay Damages to the Buyer for each day of delay until Seller achieves COD. “Commercial Operation Delay Damages” are equal to [$XXX/day, which is equal to the Development Security divided by 90]. Commercial Operation Delay Damages shall be paid for each day of delay and shall be paid to Buyer in advance on a monthly basis. A prorated amount will be returned to Seller if Commercial Operation is achieved during the month for which Commercial Operation Delay Damages were paid in advance. Failure to achieve COD within ninety (90) days of the Guaranteed Commercial Operation Date shall constitute an Event of Default, and Buyer shall have the right, in its sole discretion, to terminate the PPA and retain the Development Security.
Guaranteed COD means the following date [_______], subject to extensions on a day-for-day basis due to Force Majeure or delays caused by transmission provider (e.g., the CAISO) or transmission owner (e.g., PG&E) that are outside of the reasonable control of Seller. Such day-for-day extensions, including for Force Majeure, shall be no longer than one-hundred twenty (120) days on a cumulative basis. For clarity, these permitted extensions extend both the Guaranteed Construction Start Date and the Guaranteed COD simultaneously. If the Seller does not achieve COD of the Facility by the Guaranteed COD, Seller shall pay Delay Damages to the Buyer for each day of delay until Seller achieves COD. “Delay Damages” are equal to the Development Security divided by 60. Delay Damages shall be paid for each day of delay and shall be paid to Buyer in advance monthly. A prorated amount will be returned to Seller if COD is achieved during the month for which Delay Damages were paid in advance. Failure to achieve COD within 60 days of the Guaranteed COD shall constitute an Event of Default, and Buyer shall have the right, in its sole discretion, to terminate the ESSA and retain the Development Security.
Guaranteed COD means , or such later date as determined pursuant to section 5.
Guaranteed COD means the Expected Commercial Operation Date, subject to extensions on a day-for-day basis under the Development Cure Period. If Seller does not achieve COD of the Facility by the Guaranteed COD, Seller shall pay COD Delay Damages to the Buyer for each day of delay until Seller achieves COD. “COD Delay Damages” are equal to [$XXX/day, which is equal to the Development Security divided by 60]. COD Delay Damages shall be paid for each day of delay and shall be paid to Buyer in advance on a monthly basis. A prorated amount will be returned to Seller if COD is achieved during the month for which COD Delay Damages were paid in advance. Failure to achieve COD within 60 days of the Guaranteed COD shall constitute an Event of Default, and Buyer shall have the right, in its sole discretion, to terminate the PPA and retain the Development Security.
Guaranteed COD means the following date [_______], subject to extensions pursuant to the Development Cure Period. If the Seller does not achieve COD of the Facility by the Guaranteed COD, Seller shall pay Delay Damages to the Buyer for each day of delay until Seller achieves COD. “Delay Damages” are equal to the Development Security divided by 90. Delay Damages shall be paid for each day of delay and shall be paid to Buyer in advance monthly. A prorated amount will be returned to Seller if COD is achieved during the month for which Delay Damages were paid in advance. Failure to achieve COD within 90 days of the Guaranteed COD shall constitute an Event of Default, and Buyer shall have the right, in its sole discretion, to terminate the ESA and retain the Development Security.
Guaranteed COD means May 1, 2010, or as revised pursuant to section 5.8.