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name: Liquidated Damages

Liquidated Damages. (a) The parties hereto agree that the Holders of Securities will suffer damages if the Company or any of the Guarantors fails to fulfill its obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the applicable
Liquidated Damages. The parties agree that the amount owing by one party to the other party hereunder is a reasonable computation of the loss or gain it would have incurred or received on the obligations between the parties governed by this Addendum and is not a penalty. Such amount is payable as liquidated damages to the other party for the loss of the benefit of its bargains and neither party shall be entitled to recover additional damages in respect of such loss of the bargain. The determination of such amount shall be conclusive, absent manifest error.
Liquidated Damages. The Company's obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled
Liquidated Damages. (a) The Parties agree that damages for delay are difficult to calculate accurately and, therefore, agree that liquidated damages (the "Liquidated Damages") will be paid for non performance or late performance of the Vendor's obligations under this Contract pursuant to the terms hereof. Except as otherwise specifically set forth in this Contract the damages, penalties and/or payments payable to the Owner pursuant to subsections 15.1, 15.2 and 15.3 will be the sole and exclusive remedies for the specific delays described in such subsections 15.1, 15.2 and 15.3.
Liquidated Damages. In the event this Agreement is terminated by Seller due to a material breach by Buyer of its representations, warranties, covenants and other obligations under this Agreement, then the Escrow Deposit shall be paid to Seller as liquidated damages, it being agreed that the Escrow Deposit shall constitute full payment for any and all damages suffered by Seller by reason of Buyer's failure to close this Agreement. Buyer and Seller agree in advance that actual damages would be difficult to ascertain and that the amount of the Escrow Deposit is a fair and equitable amount to reimburse Seller for damages sustained due to Buyer's failure to consummate this Agreement for the above stated reason. All interest or other proceeds from the investment of ...
Liquidated Damages. Your Liquidated Damages payable within 15 days after termination of the License prior to expiration of the Term by Us with cause or by You without cause by either party shall be the product of the aggregate Royalties and RINA Services Assessment Fees accruing under Section 7.1 (whether or not paid and excluding travel agent commissions and GDS Fees) during the last twelve (12) months before termination, multiplied by the "Factor." If termination occurs during the first License Year, Liquidated Damages shall be calculated by taking the average of monthly payments of Royalties and RINA Services Assessment Fees, (whether or not paid and excluding travel agent commissions and GDS Fees) under this Agreement times twelve (12), then multiplying ...
Liquidated Damages. If the Seller terminates this Agreement pursuant to Section 17.1 above due to Buyer's breach of any material representation, warranty, covenant or condition hereunder, and Seller is not at that time in breach of any material representation, warranty, covenant or condition hereunder, then Seller would suffer direct and substantial damages, which damages cannot be determined within reasonable certainty. Therefore, because of the expense and delay which would be incurred in such event by Seller, Buyer shall pay to Seller the amount of Four Hundred Ten Thousand Dollars ($410,000), which amount shall constitute liquidated damages. It is understood and agreed that such liquidated damage amount represents Buyer's and Seller's reasonable estimate ...
Liquidated Damages. Because Franchisee's failure to comply with provisions of its Franchise will result in injury to the City, and because it will be difficult to estimate the extent of such injury, the City and Franchisee agree to the following liquidated damages for the following violations, which represent both parties' best estimate of the damages resulting from the specified injury.
Liquidated Damages. The parties agree that any amounts payable to the Employee under this Agreement following his termination of employment shall constitute liquidated damages. The parties agree that the damages payable to the Employee in the event of such termination would be difficult to estimate accurately, the amounts payable bear a reasonable relationship to the amount of damages anticipated by the parties as of the date hereof and such amounts are not a penalty. The parties agree that the Employee shall not be obligated to mitigate damages by seeking other employment and any earnings from subsequent employment shall not reduce the amounts payable hereunder.
Liquidated Damages. In light of the difficulties in estimating the damages upon termination of this Agreement, Company and Executive hereby agree that the payments and benefits, if any, to be received by Executive pursuant to this Article 4 shall be received by Executive as liquidated damages. Payment of the Termination Payment pursuant to paragraphs 4.1, 4.2, or 4.3 shall be in lieu of any severance benefit Executive may be entitled to under any severance plan or policy maintained by Company.
Liquidated Damages. In the event that (i) (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is filed with the SEC on or prior to the 150th day after the Issue Date or (B) notwithstanding that the Company and the Trust have consummated or will consummate an Exchange Offer, the Company and the Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the date required by Section 2(b) hereof, then commencing on the day after the applicable required filing date, additional interest shall accrue on the principal amount of the Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities, each at a ...
LIQUIDATED DAMAGES. In the event of the termination of this Agreement by Seller prior to the Closing as a result of the breach by Buyer of its obligations under this Agreement, and if Seller is not in breach of any of its obligations under this Agreement, Seller shall receive as liquidated damages, for the breach by Buyer and as full settlement of any damages of any nature or kind that Seller may suffer or allege to have suffered as a result of any such breach by Buyer, and not as a penalty, the Escrow Deposit (together with all interest earned thereon). In the event Seller is entitled to receive the Escrow Deposit as liquidated damages as set forth in this Section 10.4, Buyer shall promptly (but in no event more than five Business Days after receipt of such ...
Liquidated Damages. OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. They also recognize the delays, expense and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER Two Thousand dollars ($2,000.00) for each day that expires after the time specified in paragraph 3.1 for ...
Liquidated Damages. (a) The Company agrees that the Holders of Registrable Securities will suffer damages if the Company fails to fulfill its obligations under Sections 1 and 2 and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Exchange Offer Registration Statement has not been filed on or prior to the 60th calendar day following the Closing Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 120th calendar day following the Closing Date, (iii) the Registered Exchange Offer is not consummated or a Shelf Registration Statement is not
Liquidated Damages. In the event of the termination of this Agreement by Seller pursuant to Section 13.3(a)(i) or pursuant to Section 13.3(a)(iii) (provided, in the case of termination pursuant to Section 13.3(a)(iii), that the Closing failed to occur on or before the 150th day following the date of this Agreement, solely by reason of Purchaser's material breach or material default of this Agreement) and if Seller is not then in breach or default of this Agreement, Seller shall receive as liquidated damages, for the breach by Purchaser and as full settlement of any damages of any nature or kind that Seller may suffer or allege to have suffered as a result of any such breach by Purchaser, and not as a penalty, the Escrow Deposit. In the event Seller is ...
Liquidated Damages. It is understood that if Hertz (i) shall elect to terminate his employment for a Good Reason (as defined above) or (ii) his employment is terminated by the Company otherwise than as provided in Section 5 and 6, Hertz will
Liquidated Damages. In the event that IMNET breaches the exclusive manufacturing rights granted hereunder, or IMNET materially defaults on its payment obligations for MegaSAR Products, this agreement will be terminated upon Licensee's notice to IMNET as set forth above, and IMNET will pay to Licensee (upon such termination), as liquidated damages, a sum equal to $4,000.00 multiplied by 250 less the number of Units sold.
LIQUIDATED DAMAGES. BUYER AND SELLER AGREE THAT SHOULD BUYER FAIL TO COMPLETE THE PURCHASE AS HEREIN PROVIDED BY REASON OF DEFAULT OF BUYER, THE PARTIES HERETO, BY INITIALING THIS AGREEMENT AT THE END OF THIS PARAGRAPH, AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN CASE OF BUYER'S FAILURE TO COMPLETE THE PURCHASE DUE TO BUYER'S DEFAULT, THAT THE AMOUNT OF THE DEPOSIT PROVIDED FOR IN PARAGRAPH 2.1 IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES, AND THAT AS SELLER'S SOLE REMEDY FOR BUYER'S BREACH OF THIS AGREEMENT, IN LAW
LIQUIDATED DAMAGES. PRIOR TO ENTERING INTO THIS TRANSACTION, BUYER AND SELLER HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT BUYER SHALL FAIL TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT TO PURCHASE THE PROPERTY. WITH THE FLUCTUATION IN LAND VALUES, THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, THE PARTIES BELIEVE THAT IS WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLER IN THE EVENT OF BUYER'S NONPERFORMANCE OF ITS ...
LIQUIDATED DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED BY REASON OF BUYER'S DEFAULT OF ITS OBLIGATION TO PURCHASE THE PROPERTY PURSUANT TO THE TERMS OF THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AS SELLER'S SOLE AND EXCLUSIVE REMEDY. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL ...