Damages Offset Sample Clauses

Damages Offset. In the event EISAI validly elects to exercise its reversion option as described under Section 12.5.2(b) and such option arose under Section 12.5.2(x) or (y), then, without limiting the applicability of Section 11.5, if EISAI makes a claim for damages against EPIZYME following such reversion, EPIZYME shall be entitled to an offset against any damages to which EISAI would otherwise be entitled equal to the [**] (as defined below). If EISAI makes such a claim for damages, then the Parties shall, within [**] business days of the date of such claim, engage a reputable investment banker mutually agreeable to the parties (with agreement not to be unreasonably withheld or delayed) with expertise in the biotechnology and pharmaceutical industries to perform a monetary valuation of the rights and licenses granted or otherwise transferred to EISAI under Sections 12.5.2(c) through (h). [**]. Each party shall pay [**]% of the fees payable to the [**].
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Damages Offset. Notwithstanding Section 12.9(a), if BN terminates this Agreement pursuant to Section 12.3, then the amount by which (i) [***].
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Damages Offset. 17.3.4.1 Subject to Article 17.3.10 and Article 17.3.11 and the provisions on Liquidated Damages set forth in Article 17.4, GDOT shall be entitled to recover any and all damages available at Law (subject to the duty at Law to mitigate damages and without duplicate recovery) on account of the occurrence of a DB Team Default, including, to the extent available at Law, (a) loss of any compensation due GDOT under the DB Documents proximately caused by the DB Team Default, (b) actual and projected costs to remedy any defective part of the Work, (c) actual and projected costs to rectify any breach or failure to perform by DB Team and/or to bring the condition of the Project to the standard it would have been in if DB Team had complied with its obligations to carry out and complete the Work in accordance with the DB Documents, (d) actual and projected costs to GDOT to terminate, take over the Project, re- procure and replace DB Team, and (e) actual and projected increases in costs to GDOT to complete the Project if not completed, together with interest thereon at the Default Interest Rate commencing from the date any amount becomes due to GDOT until paid. DB Team shall owe any such damages that accrue after the occurrence of the DB Team Default and the delivery of notice thereof, if any, required by this Agreement regardless of whether the DB Team Default is subsequently cured. 17.3.4.2 GDOT may deduct and offset any Claim amount owing to it, provided such Claim amount has been liquidated under the process set forth under GDOT Standard Specification 105.13 “Claims for Adjustments and Disputes” or otherwise, from and against any amounts GDOT may owe to DB Team or any Affiliate pursuant to this DB Agreement; provided that GDOT shall first draw on all amounts held in respect of the Claim in the GDOT Claims Account. 17.3.4.3 If the Claim amount is not liquidated, GDOT may elect to exercise its right to direct a payment from DB Team up to the disputed portion of the Claim which payment shall be deposited into the GDOT Claims Account. Upon liquidation, the disputed portion of the Claim shall be satisfied first from the amounts held in the GDOT Claims Account, and then through GDOT’s right of offset with respect to the liquidated Claim amounts.
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Damages Offset. In the event that Damages to be indemnified by -------------- the Shareholders under this Article VIII exceed the sum of (i) the amount of cash paid to the Shareholders at the Closing pursuant to Section 1.1(i) hereof, (ii) the amount of any cash repayment to the Shareholders by DoveBid, Inc. under the terms of the Promissory Note, and (iii) an amount equal to the product of (x) the number of shares of DoveBid, Inc. issued to the Shareholders pursuant to the conversion of indebtedness of DoveBid, Inc. under the terms of the Convertible Subordinated Promissory Note by (y) the lesser of the conversion price of such shares or the fair market value of such shares on date that the Shareholders become obligated to indemnify such Damages, such excess amount shall first be offset against amounts owed, if any, by the DoveBid Companies to the Shareholders pursuant to the Promissory Notes and the Convertible Subordinated Promissory Notes.
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Damages Offset. The amount of any Damages that are subject to indemnification under this Section 8 shall be calculated net of the amount of any insurance proceeds, indemnification payments or reimbursements actually received by an Indemnified Party from third parties in respect of such Damages (net of any costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any deductibles and increases in insurance premiums or retro-premium adjustments resulting from such recovery). If any Indemnified Party receives any such insurance proceeds, indemnification payments or reimbursements from third parties with respect to any Damages for which it has already received an indemnification payment hereunder, it shall pay the Indemnifying Party an amount equal to the portion of the indemnification payment it received from such third party recovery (net of any costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any deductibles and increases in insurance premiums or retro-premium adjustments resulting from such recovery).
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Damages Offset. 18.2.5.1 Subject to Section 18.2.11, the Department shall be entitled to recover any and all damages available under Law on account of the occurrence of the Developer Default, including loss of any compensation due the Department under this Agreement proximately caused by the Developer Default, together with interest thereon from and after the date any amount becomes due to the Department until paid at the Late Payment Rate. Developer shall be liable for any damages that accrue after the occurrence of the Developer Default, regardless of whether the Developer Default is subsequently cured, which shall be due and owing after the expiration of all cure periods available to Developer and Lenders under the Contract Documents. 18.2.5.2 In the case of a termination for Developer Default, the Department may deduct and offset any damages owing to it under the Contract Documents from and against any amounts the Department may owe to Developer. If the amount of damages owing the Department is not liquidated or known with certainty at the time a payment is due from the Department to Developer with respect to such termination for
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Damages Offset. 19.2.5.1 Subject to Sections 19.2.10 and 19.2.11, IFA shall be entitled to recover any and all damages available at Law on account of the occurrence of a Developer Default. Developer shall owe any such damages that accrue after the occurrence of the Developer Default regardless of when Notice thereof is given or whether the Developer Default is subsequently cured.
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Related to Damages Offset

  • 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.

  • Damages from Certain Causes Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, riot, strike, insurrection, war, act or omission of any party other than Landlord, any nuisance or interference caused or created by any property owner other than Landlord, requisition or order of governmental body or authority, court order or injunction, or any cause beyond Landlord’s control or for any damage or inconvenience which may arise through repair or alteration of any part of the Premises as required by this Lease.

  • 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.

  • 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.

  • 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.

  • 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.

  • Percentages of ADB Financing Except as ADB may otherwise agree, each item of expenditure shall be financed out of the proceeds of the Loan on the basis of the percentages set forth in the Table.

  • Waiver of Consequential Damages, Etc To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

  • No Punitive Damages If any dispute arises regarding the application, interpretation or enforcement of any provision of this Agreement, including fraud in the inducement, the parties hereby waive their right to seek punitive damages in connection with said dispute.

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