Guaranteed COD means the Expected Commercial Operation 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 Storage 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 on a monthly basis. 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 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 Buyer’s reasonable satisfaction including Seller providing a certificate from an independent engineer to Buyer with respect to subparts (i), (iii), (iv) and (v): Storage Facility has met all Interconnection Agreement requirements and is capable of receiving charging energy from, and delivering discharging energy to, the CAISO Balancing Authority; Seller has provided Buyer with a copy of written notice from the CAISO that the Storage Facility has achieved Full Capacity Deliverability Status (as defined in the CAISO tariff), if applicable; Commissioning of equipment has been completed in accordance with the manufacturer’s specification; 100% of Storage Capacity has been installed and commissioned; Storage Facility has successfully completed all testing required by prudent utility practices or any requirement of law to operate the Storage Facility; All applicable permits and government approvals required for the operation of the Storage Facility have been obtained; Seller has obtained all real property rights; Security requirements for the Delivery Term have been met; and Insurance requirements for the Storage Facility have been met, with evidence pro...
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 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.
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.
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.
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.
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 ESSA 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 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 has meaning set forth on the Cover Page.
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 December 31, 2016, provided that such date shall be extended on a day-for-day basis to the extent that the Commercial Operation Date is delayed as a result of Excused Delay in accordance with Section 4.2.1.1.
Guaranteed COD means May 1, 2010, or as revised pursuant to section 5.8.