Off-island ppa
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- Payment of Liquidated Damages.
Liquidated Damages.Minimum Required Consents Liquidated Damages. Seller shall deliver to Buyer written notice that Seller has applied for the Minimum Required Consents within seventy-two (72) hours of such occurrence. If Seller has not completed and filed the applications for the Minimum Required Consents by the Minimum Required Consents Application Target Date, then Seller shall pay to Buyer as Liquidated Damages an amount equal to [________] Dollars ($___) [PROPOSER TO INSERT NUMBER EQUAL TO THREE HUNDRED DOLLARS ($300) MULTIPLIED BY THE NUMBER OF MW OF DESIGN CABLE CAPACITY OF THE PROJECT] per Day for each Day of delay following the Minimum Required Consents Application Target Date until Seller has completed and filed the applications for the Minimum Required Consents up to a maximum amount equivalent to two hundred and seventy (270) Days, to be paid to Buyer as set forth in Section 3.5(vi). Buyer shall deposit the Liquidated Damages paid pursuant to this Section 3.5(i) into an Escrow Account. Buyer shall maintain the deposited amount in the Escrow Account as a down payment for satisfying the COD Liquidated Damages, if any, payable pursuant to Section 3.5(v); provided, however, that if Seller achieves the Project COD on or before the Project COD Target Date, Buyer shall return to Seller any Liquidated Damages paid by Seller pursuant to this Section 3.5(i), without interest, within thirty (30) Business Days of the Project COD.Execution of EPC Contracts. Seller shall deliver to Buyer written notice that Seller has executed the EPC Contracts within seventy-two (72) hours of such occurrence. If Seller has not executed the EPC Contracts by the EPC Contracts Execution Target Date, then Seller shall pay to Buyer as Liquidated Damages an amount equal to [________] Dollars (US$____) [PROPOSER TO INSERT NUMBER EQUAL TO THREE HUNDRED DOLLARS ($300) MULTIPLIED BY THE NUMBER OF MW OF DESIGN CABLE CAPACITY] per Day for each Day of delay following the EPC Contracts Execution Target Date until Seller has executed the EPC Contracts up to a maximum amount equivalent to two hundred and seventy (270) Days, to be paid to Buyer as set forth in Section 3.5(vi). Buyer shall deposit the Liquidated Damages paid pursuant to this Section 3.5(ii) into an Escrow Account. Buyer shall maintain the deposited amount in the Escrow Account as a down payment for satisfying the COD Liquidated Damages, if any, payable pursuant to Section 3.5(v); provided, however, that if Seller achieves the Project Commercial Operation Date on or before the Project COD Target Date, Buyer shall return to Seller any Liquidated Damages paid by Seller pursuant to this Section 3.5(ii), without interest, within thirty (30) Business Days of the Project Commercial Operation Date.Major Construction Milestone for Off-Island Generator Liquidated Damages. Seller shall deliver to Buyer its written notice that the Major Construction Milestone for Off-Island Generator has occurred within seventy-two (72) hours of such occurrence. If the Major Construction Milestone for Off-Island Generator has not occurred by the Major Construction Milestone for Off-Island Generator Target Date, then Seller shall pay to Buyer as Liquidated Damages an amount equal to [________] Dollars (US$____) [PROPOSER TO INSERT NUMBER EQUAL TO THREE HUNDRED DOLLARS ($300) MULTIPLIED BY THE NUMBER OF MW OF DESIGN CABLE CAPACITY] per Day for each Day of delay following the Major Construction Milestone for Off-Island Generator Target Date until Major Construction Milestone for Off-Island Generator has occurred, up to a maximum amount equivalent to two hundred and seventy (270) Days, to be paid to Buyer as set forth in Section 3.5(vi). Buyer shall deposit the Liquidated Damages paid pursuant to this Section 3.5 into an Escrow Account. Buyer shall maintain the deposited amount in the Escrow Account as a down payment for satisfying the COD Liquidated Damages, if any, payable pursuant to Section 3.5(iv); provided, however, that if Seller achieves the Project COD on or before the Project COD Target Date, Buyer shall return to Seller any Liquidated Damages paid by Seller pursuant to this Section 3.5(iii), without interest, within thirty (30) Business Days of the Project COD.Major Construction Milestone for Controllable Cable Liquidated Damages. Seller shall deliver to Buyer its written notice that the Major Construction Milestone for Controllable Cable has occurred within seventy-two (72) hours of such occurrence. If the Major Construction Milestone for Controllable Cable has not occurred by the Major Construction Milestone for Controllable Cable Target Date, then Seller shall pay to Buyer as Liquidated Damages an amount equal to [________] Dollars (US$____) [PROPOSER TO INSERT NUMBER EQUAL TO THREE HUNDRED DOLLARS ($300) MULTIPLIED BY THE NUMBER OF MW OF DESIGN CABLE CAPACITY] per Day for each Day of delay following the Major Construction Milestone for Controllable Cable Target Date until Major Construction for Controllable Cable Generator Milestone has occurred, up to a maximum amount equivalent to two hundred and seventy (270) Days, to be paid to Buyer as set forth in Section 3.5(vi). Buyer shall deposit the Liquidated Damages paid pursuant to this Section 3.5(iv) into an Escrow Account. Buyer shall maintain the deposited amount in the Escrow Account as a down payment for satisfying the COD Liquidated Damages, if any, payable pursuant to Section 3.5(v); provided, however, that if Seller achieves the Project Commercial Operation Date on or before the Project COD Target Date, Buyer shall return to Seller any Liquidated Damages paid by Seller pursuant to this Section 3.5(iv), without interest within thirty (30) Business Days of the Project Commercial Operation Date.COD Liquidated Damages. If Seller has not achieved Project COD as of the Project COD Target Date, then Seller shall pay to Buyer as Liquidated Damages an amount equal to [________] Dollars (US$____) [PROPOSER TO INSERT NUMBER EQUAL TO THREE HUNDRED DOLLARS ($300) MULTIPLIED BY THE NUMBER OF MW OF DESIGN CABLE CAPACITY] per Day for each day of delay (“COD Liquidated Damages”) following the Project COD Target Date up to a maximum amount equivalent to two hundred seventy (270) Days of delay.Payment of Liquidated Damages.(a) Liquidated Damages owed pursuant to Sections 3.5(i), 3.5(ii), 3.5(iii), 3.5(iv), and 3.5(v) shall be due and payable in accordance with Section 6.1 of this Agreement; provided, however, that the maximum daily down payment is [________] Dollars (US$____) [PROPOSER TO INSERT NUMBER EQUAL TO THREE HUNDRED DOLLARS ($300) MULTIPLIED BY THE NUMBER OF MW OF DESIGN CABLE CAPACITY] and the maximum total down payment is [________] Dollars (US$____) [PROPOSER TO INSERT NUMBER EQUAL TO EIGHTY-ONE THOUSAND DOLLARS ($81,000) MULTIPLIED BY THE NUMBER OF MW OF DESIGN CABLE CAPACITY]. If said Liquidated Damages are not paid by Seller in accordance with Section 6.1, in addition to the rights under Article 12, Buyer shall have the right to collect such Liquidated Damages from Seller Security. (b) If Buyer terminates this Agreement pursuant to Section 2.3. Buyer may retain all such Liquidated Damages collected pursuant to this Section 3.5 and such Liquidated Damages shall be credited against Liquidated Damages that Seller owes Buyer pursuant to Section 2.3. (c) If either Party disputes whether Liquidated Damages are owed or the amount of Liquidated Damages owed, such Party may seek resolution of such dispute pursuant to the terms of Article 16. (d) To the extent any damages required to be paid under this Agreement are liquidated, the Parties agree that such damages are difficult or impossible to determine, otherwise obtaining an adequate remedy is inconvenient and the Liquidated Damages set forth in this Agreement constitute a reasonable approximation of the harm or loss and not a penalty. For breach of any provision for which Liquidated Damages are provided, such damages are the sole and exclusive remedy unless otherwise expressly stated and Seller’s liability will be limited as set forth herein. 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