Common use of Acknowledgement as to Liquidated Damages Clause in Contracts

Acknowledgement as to Liquidated Damages. PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, ESPECIALLY BECAUSE THIS AGREEMENT IS PART OF A SERIES OF TRANSACTIONS WHEREBY OTHER ASSETS OF SELLER AND ITS AFFILIATES WILL BE SOLD AND ITS OPERATIONS SIGNIFICANTLY ALTERED, THE AMOUNT OF SELLER’S DAMAGES IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT AN AMOUNT EQUAL TO THE AGREED DAMAGES IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT THAT THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE AS A RESULT OF THE BREACH OR DEFAULT BY PURCHASER AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. TO CONFIRM THE FOREGOING, PURCHASER AND SELLER HEREBY INITIAL THIS AGREEMENT AS FOLLOWS: PURCHASER: SELLER: XI. POST CLOSING AGREEMENTS.

Acknowledgement as to Liquidated Damages. (a) PURCHASER AND SELLER SELLERS HEREBY ACKNOWLEDGE AND AGREE THAT, ESPECIALLY BECAUSE THIS AGREEMENT IS PART OF A SERIES OF TRANSACTIONS WHEREBY OTHER ASSETS OF SELLER AND ITS AFFILIATES WILL BE SOLD AND ITS OPERATIONS SIGNIFICANTLY ALTERED, THE AMOUNT OF SELLER’S SELLERS’ DAMAGES IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT AN AMOUNT EQUAL TO THE SELLERS AGREED DAMAGES IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT SELLER SELLERS WOULD SUFFER IN THE EVENT THAT THE TRANSACTIONS TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE AS A RESULT OF THE BREACH OR DEFAULT BY PURCHASER AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER SELLERS AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. TO CONFIRM THE FOREGOING, PURCHASER AND SELLER SELLERS HEREBY INITIAL ACKNOWLEDGE THAT PURSUANT TO THE ESCROW AGREEMENT, ON SUCH A BREACH BY PURCHASER, THE ESCROW AGENT SHALL DELIVER THE DEPOSIT TO SELLERS, WHO SHALL APPLY THE DEPOSIT AS THE SELLERS AGREED DAMAGES. (b) PURCHASER AND SELLERS HEREBY ACKNOWLEDGE AND AGREE THAT, THE AMOUNT OF PURCHASER’S DAMAGES IN THE EVENT OF A BREACH OF THIS AGREEMENT BY SELLERS WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT AN AMOUNT EQUAL TO THE PURCHASER AGREED DAMAGES IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES PURCHASER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE AS FOLLOWS: A RESULT OF THE BREACH OR DEFAULT BY SELLERS AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLERS AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLERS HEREBY ACKNOWLEDGE THAT ON SUCH BREACH BY SELLERS, (i) PURSUANT TO THE ESCROW AGREEMENT, THE ESCROW AGENT SHALL DELIVER THE DEPOSIT TO PURCHASER: SELLER: XI, AND (ii) SELLERS SHALL IMMEDIATELY PAY TO PURCHASER AND THE PURCHASER AGREED DAMAGES. POST CLOSING AGREEMENTS.39

Acknowledgement as to Liquidated Damages. (a) PURCHASER AND SELLER SELLERS HEREBY ACKNOWLEDGE AND AGREE THAT, ESPECIALLY BECAUSE THIS AGREEMENT IS PART OF A SERIES OF TRANSACTIONS WHEREBY OTHER ASSETS OF SELLER AND ITS AFFILIATES WILL BE SOLD AND ITS OPERATIONS SIGNIFICANTLY ALTERED, THE AMOUNT OF SELLER’S SELLERS’ DAMAGES IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT AN AMOUNT EQUAL TO THE SELLERS AGREED DAMAGES IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT SELLER SELLERS WOULD SUFFER IN THE EVENT THAT THE TRANSACTIONS TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE AS A RESULT OF THE BREACH OR DEFAULT BY PURCHASER AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER SELLERS AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. TO CONFIRM THE FOREGOING, PURCHASER AND SELLER SELLERS HEREBY INITIAL ACKNOWLEDGE THAT PURSUANT TO THE ESCROW AGREEMENT, ON SUCH A BREACH BY PURCHASER, THE ESCROW AGENT SHALL DELIVER THE DEPOSIT TO SELLERS, WHO SHALL APPLY THE DEPOSIT AS THE SELLERS AGREED DAMAGES. (b) PURCHASER AND SELLERS HEREBY ACKNOWLEDGE AND AGREE THAT, THE AMOUNT OF PURCHASER’S DAMAGES IN THE EVENT OF A BREACH OF THIS AGREEMENT BY SELLERS WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT AN AMOUNT EQUAL TO THE PURCHASER AGREED DAMAGES IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES PURCHASER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE AS FOLLOWS: A RESULT OF THE BREACH OR DEFAULT BY SELLERS AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLERS AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLERS HEREBY ACKNOWLEDGE THAT ON SUCH BREACH BY SELLERS, (i) PURSUANT TO THE ESCROW AGREEMENT, THE ESCROW AGENT SHALL DELIVER THE DEPOSIT TO PURCHASER: SELLER: XI. POST CLOSING AGREEMENTS, AND (ii) SELLERS SHALL IMMEDIATELY PAY TO PURCHASER AND THE PURCHASER AGREED DAMAGES.

Acknowledgement as to Liquidated Damages. PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, ESPECIALLY BECAUSE THIS AGREEMENT IS PART OF A SERIES OF TRANSACTIONS WHEREBY OTHER ASSETS OF SELLER AND ITS AFFILIATES WILL BE SOLD AND ITS OPERATIONS SIGNIFICANTLY ALTERED, THE AMOUNT OF SELLER’S DAMAGES IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT AN AMOUNT EQUAL TO THE AGREED DAMAGES IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT THAT THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE AS A RESULT OF THE BREACH OR DEFAULT BY PURCHASER AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. TO CONFIRM THE FOREGOING, PURCHASER AND SELLER HEREBY INITIAL THIS AGREEMENT AS FOLLOWS: PURCHASER: SELLER: XI. POST CLOSING AGREEMENTS.: