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2 (Calculation of Payments). Utility's invoice to Developer shall include calculations in
reasonable detail of the amounts owed to Utility with specific reference to applicable
tariffs.
4.2.2 Special Invoices. If there is an event of default, breach, or other
failure to perform for which this Agreement specifies payment of amounts as liquidated
damages or otherwise, the Party to be compensated shall prepare and deliver to the other
Party a special invoice that shows the calculation of any amounts due pursuant to this
Agreement, specifies the provisions applied, and details the periods of delay or other
factors on which the claim is based.
4.2.2 Electronic Funds Transfer. Each party shall pay the sums owed by
wire transfer in immediately available funds within 21 days of receipt of each monthly
invoice from the other Party. Payments for electrical energy provided by either Party to
the other Party shall not be subject to any set-off. Each Party shall make payment by
electronic transfer of funds to an account that is held and specified by the other Party. If
electronic transfer of funds is not practicable or is not desired by the receiving Party, the
Parties shall agree on specific alternative payment procedures.
4.2.3 Late Payments. Payments not made by the due date shall accrue
daily interest at the greater of [specific daily interest rate or identified daily interest
rate proxy]
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or the maximum lawful rate. Any such charges for interest shall be
calculated by the paying Party and included with payment of the invoice without the
need for an additional invoice for those amounts.
4.3 Disputed Invoices. If either Party, on reasonable grounds, disputes any
portion of a monthly invoice or the correctness of the amount received in payment of an
invoice, then that Party shall, within 14 days of the receipt of such invoice or payment,
serve a notice on the other Party indicating the amount and basis of the dispute. Neither
Party shall be required to pay a disputed amount pending resolution of the dispute. The
dispute shall be settled by mutual discussion and, if necessary, resolved pursuant to
Paragraph 14 (Resolution of Disputes). If it is determined that either Party owes the
other an amount of money, the owing Party shall, within 7 days after its receipt of such
determination, pay such sum together with interest at a rate equal to [specific interest
rate or identified interest rate proxy (e.g., Government of Jamaica Treasury Bill Rate)]
to the other Party in the manner specified for payment of the disputed invoice.
5. PRE-OPERATION OBLIGATIONS
5.1 Construction and Commissioning. Developer shall undertake and be
obligated (a) to complete construction of the Project and (b) to achieve successful
completion of the required test operations prescribed in Schedule 3 (Testing and
Commissioning) no later than the Required Commercial Operations Date. In the event
that the Project does not successfully complete the required test operations prescribed in
Schedule 3 (Testing and Commissioning) on or before the Required Commercial
Operations Date, and Utility is in full compliance with all its material obligations under
this Agreement, then Developer shall be liable to Utility in an amount to be determined
in accordance with the liquidated damages provisions of Schedule 2 (Calculation of
Payments).
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