Damages Fee Sample Clauses

Damages Fee. (a) In the event of any valid termination of this Agreement by Parent in accordance with the provisions of Section 9.1(b) or (d) above, Parent shall be entitled to a lump sum payment from the Company equal to $100,000 plus Parent’s documented transaction-related legal expenses in an amount not to exceed $20,000 (collectively, the “Damages Fee”); provided, however, that no Damages Fee shall be due in the event that the Company fails to proceed to Closing prior to the Termination Date due to any of the following circumstances: (i) a domestic or international event, act or occurrence (including any major terrorist attack in the United States, Canada or Western Europe) has materially disrupted or is reasonably likely to disrupt, general securities markets in the United States; (ii) if trading on the New York Stock Exchange, the American Stock Exchange, The Boston Stock Exchange or in the over-the-counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the NASD or by order of the Commission or any other government authority having jurisdiction, (iii) if the United States shall have become involved in a war or major hostilities, (iv) if a banking moratorium has been declared by a California, New York or Nevada State or federal authority, (v) if the Company, Parent or LCC shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the opinion of the Company, make it inadvisable to proceed with the Closing of the LCC Merger, or (vi) if any adverse regulatory actions or requirements are imposed by any court, the SEC or other regulatory authorities on the Merger and related transactions (including, without limitation, any requirement that Parent seek approval of its stockholders in connection with the transactions contemplated by this Agreement). (b) The Parties to this Agreement agree that it may be difficult, if not impossible, to accurately determine the amount of damages that may be incurred by Parent and Merger Sub as a result of any failure to close the transactions contemplated by this Agreement. Accordingly, the Parties hereto agree that the Damages Fee payable by the Company under the circumstances de...
Sample 1
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Damages Fee. (i) In the event of any valid termination of this Agreement by the Parent in accordance with the provisions of Section 9.2(b) or (f) above, the Parent shall be entitled to a lump sum payment from the Company equal to $50,000 plus Parent's documented transaction-related legal expenses in an amount not to exceed $50,000 (collectively, the "Damages Fee"). (ii) In the event of any valid termination of this Agreement by the Company in accordance with the provisions of Section 9.2(c), (e) or (f) above, the Company shall be entitled to a lump sum payment from the Parent equal to the Damages Fee. (b) The Parties to this Agreement agree that it may be difficult, if not impossible, to accurately determine the amount of damages that may be incurred by the Parent and Merger Sub, on one hand, or the Company, on the other hand, as a result of any failure to close the transactions contemplated by this Agreement. Accordingly, the Parties hereto agree that the Damages Fee payable by a Party under the circumstances described in Section 9.4(a) above is reasonable and shall be the sole and exclusive remedy of the Parent and Merger Sub against the Company or the Company against the Parent and Merger Sub (or any of its respective stockholders, officers, directors, agents, employees or direct or indirect affiliates) in the event of any termination of this Agreement prior to Closing which gives rise to a claim for the Damages fee. Any dispute concerning payment of the Damages Fee or the termination of this Agreement by the Parent shall be settled by binding arbitration in accordance with the provisions of Section 10.8 hereof; provided, however, that the arbitrator shall have no authority to change the amount of the Damages Fee from $50,000; however, the arbitrator may assess costs, including reasonable counsel fees.
Sample 1

Related to Damages Fee

  • Damages; Relief Termination of this Agreement shall not preclude either Party from claiming any other damages, compensation or relief that it may be entitled to upon such termination.

  • Liquidated Damages for Delay In addition to the Contractor bearing the actual cost of correcting any non-compliant work or any other actual damages resulting from Contractor’s breach of this Agreement, the Contractor agrees to pay the Contractor delay damages in the amount of $500.00 per day for every day that the goods and/or services to be provided pursuant to this Agreement have not been timely delivered to the District in compliance with the Scope of Services set forth above, unless the delay has been properly excused by the terms of this Agreement. The parties agree that the District’s actual damages for delay are difficult to estimate and that this $500.00 per day sum is a reasonable pre-estimate of the District’s actual damages for each day of delay and that the is $500.00 per day sum is intended by the parties to be in the nature of liquidated damages, not a penalty. It is not the parties’ intent for this provision to limit either party’s remedies against the other for the breach of this Agreement, except for the District’s money damages for unexcused delays caused by the Contractor.

  • Damages for delay Subject to the provisions of Clause 12.4, if COD does not occur prior to the 91st day after the Scheduled Completion Date, unless the delay is on account of reasons solely attributable to the Authority or due to Force Majeure, the Concessionaire shall pay Damages to the Authority in a sum calculated at the rate of 0.1% (zero point one per cent) of the amount of Performance Security for delay of each day until COD is achieved.

  • No Damages for Delay The Contractor has no claim for monetary damages for delay or hindrances to the Work from any cause, including without limitation any act or omission of the Owner.

  • Consequential Damages Waiver NEITHER PARTY SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, LOSS CAUSED BY THE INTERRUPTION, TERMINATION OR DELAYED OPERATION OF THE INTERNET, THIRD-PARTY TELECOMMUNICATION SERVICES OR THIRD-PARTY SECURITY FEATURES OR SYSTEMS, EXCEPT AS REQUIRED BY LAW. EXCEPT FOR CUSTOMER’S BREACH OF SECTION 1.4 (USE RESTRICTIONS) OR EITHER PARTY’S UNLAWFUL OR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY IN ADVANCE, SUFFERED BY ANY PARTY OR ANY PARTY CLAIMING ON BEHALF OF OR THROUGH THE OTHER PARTY, OR ANY OTHER THIRD PARTY RESULTING FROM OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF.

  • Withholding for unpaid wages and liquidated damages The FHWA or the contacting agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2.) of this section.

  • Attorney’s Fee If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

  • Compensation for Damages or Losses When investments by investors of either Contracting Party suffer damages or losses owing to war, armed conflict, a state of national emergency, revolt, insurrection, riot or other similar events in the territory of the other Contracting Party, they shall be accorded by the latter Contracting Party a treatment, as regards compensation or other settlement, not less favourable than that accorded to its own investors or to investors of any Third State.

  • Payment of Damages The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an indemnifying party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Damages.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

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