Calculation of Liquidated Damages. In the event that BVL is unable to perform its obligations under this Agreement due to Section 12.3, 12.4, 12.5, or 12.7, then as Customer’s sole and exclusive remedy, it shall be entitled to seek, and BVL shall be obligated to pay, liquidated damages calculated as the difference between the BVL Cap and any payments or claims made under it. For the avoidance of doubt, and solely for purposes of illustration, if BVL was not able to deliver any Product to Customer and there were no other claims against the BVL Cap, then the liquidated damages payable to Customer would be **** Dollars ($****). By way of a second example, if Customer had received reimbursement of $150,000 for API costs for failed batches, then the BVL Cap of $**** would be reduced by $150,000, thereby leaving $**** available for liquidated damages. In the event that the BVL Cap is reduced to zero ($0) for any reason, then the parties acknowledge and agree that the liquidated damages shall likewise be zero ($0). The parties further acknowledge and agree that the liquidated damages provision shall not be deemed to have failed for any essential purpose or deprived Customer of any remedy because it was depleted, in whole or in part, by payments which reduced the BVL Cap. *-*-*-*
Appears in 2 contracts
Samples: Transition Services Agreement (Lantheus Medical Imaging, Inc.), Transition Services Agreement (Lantheus Medical Imaging, Inc.)
Calculation of Liquidated Damages. In the event that BVL is unable to perform its obligations under this Agreement due to Section 12.3, 12.4, 12.5, or 12.7, then as Customer’s sole and exclusive remedy, it shall be entitled to seek, and BVL shall be obligated to pay, liquidated damages calculated as the difference between the BVL Cap and any payments or claims made under it. For the avoidance of doubt, and solely for purposes of illustration, if BVL was not able to deliver any Product to Customer and there were no other claims against the BVL Cap, then the liquidated damages payable to Customer would be **** Five Million Dollars ($****5,000,000). By way of a second example, if Customer had received reimbursement of $**** for three Weekly Payments and had also been reimbursed $150,000 for API costs for failed batches, then the BVL Cap of $**** 5,000,000 would be reduced by $150,000****, thereby leaving $**** available for liquidated damages. For the avoidance of doubt, the parties acknowledge that the Weekly Payments reduce the BVL Cap, and thereby also reduce the funds available for the potential liquidated damages. In the event that the BVL Cap is reduced to zero ($0) for any reason, then the parties acknowledge and agree that the liquidated damages shall likewise be zero ($0). The parties further acknowledge and agree that the liquidated damages provision shall not be deemed to have failed for any essential purpose or deprived Customer of any remedy because it was depleted, in whole or in part, by payments which reduced the BVL Cap. *-*-*-*
Appears in 2 contracts
Samples: Transition Services Agreement (Lantheus Medical Imaging, Inc.), Transition Services Agreement (Lantheus Medical Imaging, Inc.)
