Delay Payments. If Delay Payments have been included in the Implementation Plan and a Milestone has not been achieved by the relevant Milestone Date, the Supplier shall pay to the Customer such Delay Payments (calculated as set out by the Customer in the Implementation Plan) and the following provisions shall apply: the Supplier acknowledges and agrees that any Delay Payment is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Supplier’s failure to Achieve the corresponding Milestone; Delay Payments shall be the Customer's exclusive financial remedy for the Supplier’s failure to Achieve a corresponding Milestone by its Milestone Date except where: the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 (Termination Without Cause); or the delay exceeds the number of days (the “Delay Period Limit”) specified in Call Off Schedule 4 (Implementation Plan) for the purposes of this sub-Clause, commencing on the relevant Milestone Date; the Delay Payments will accrue on a daily basis from the relevant Milestone Date and shall continue to accrue until the date when the Milestone is Achieved (unless otherwise specified by the Customer in the Implementation Plan); no payment or concession to the Supplier by the Customer or other act or omission of the Customer shall in any way affect the rights of the Customer to recover the Delay Payments or be deemed to be a waiver of the right of the Customer to recover any such damages unless such waiver complies with Clause 48 (Waiver and Cumulative Remedies) and refers specifically to a waiver of the Customer’s rights to claim Delay Payments; and the Supplier waives absolutely any entitlement to challenge the enforceability in whole or in part of this Clause 6.4.1 and Delay Payments shall not be subject to or count towards any limitation on liability set out in Clause 36 (Liability).
Delay Payments. 29.1 If a Key Milestone has not been Achieved by its relevant Milestone Date, the provisions of Paragraph 1 of Part C of Schedule 7.1 (Charges and Invoicing) shall apply in relation to the payment of Delay Payments.
29.2 Delay Payments shall be the Authority's exclusive financial remedy for the Supplier’s failure to Achieve a Key Milestone by its Milestone Date except where:
Delay Payments. (i) The Company and each Investor each agree that the Investor will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Article III hereof. Subject in all cases to Section 3.3 (including any applicable Blackout Period imposed in accordance therewith) and Section 4.6 (including any Holdback Period imposed in accordance therewith, whether such period is pursuant to the agreement set forth in Section 4.6 or a separate agreement with the underwriters of any Company Offering or Underwritten Offering), if (A) a Registration Statement is not filed on or prior to any Filing Date applicable thereto, (B) a Registration Statement is not declared effective by the SEC or any order of a governmental authority preventing or suspending the use of any prospectus is not lifted prior to any Effective Date applicable thereto, (C) the Company fails to file with the SEC a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act, within five Business Days after the date that the Company is notified in writing by the SEC that a Registration Statement will not be “reviewed,” or is not subject to further review, (D) after the Effective Date, the Shares are not listed on the NYSE, (E) after the Effective Date, a Registration Statement required to be effective hereunder ceases for any reason to remain effective (without being succeeded immediately by a replacement Registration Statement filed and declared effective) or usable (excluding during the Lock-Up Period, and excluding as a result of a post-effective amendment thereto that is required by applicable law in order to cause a Permitted Assignee hereunder to be named as a selling securityholder therein, provided that such post- effective amendment is filed by the Company within 10 Business Days after the Company receiving notice from any Investor that such post-effective amendment is required (any such 10 Business Day period, an “Assignment Period”) for the resale of Registrable Securities, or the Investors are otherwise unable to effect the resale of any Registrable Securities hereunder as a result of a breach by the Company of its obligations hereunder, in each case for such period of time (excluding the duration of any Black Out Period applicable to such Registrable Securities, any Holdback Period, any Assignment Period or the Lock-up Period) as to any Registrable Securities fo...
Delay Payments. The Owner will also set out in Box 12 of Part I of this Agreement the delay payment rates to be applied and the circumstances when such delay payments will be applicable.
Delay Payments. 3.8.1 If the Supplier fails to deliver the Services by the Milestone Date(s) agreed and specified in the Implementation Plan (or, where an extension of time has been agreed by the Parties, the revised date for Delivery) (as the context requires, the Agreed Delivery Date):
3.8.1.1 the Supplier shall pay to the Contracting Body a sum by way of Delay Payments for each day between the Agreed Delivery Date and until and including the date on which the Milestones are actually Achieved and the Contracting Body provides to the Supplier, written confirmation of satisfaction of completion of the Milestone(s) and the date on which the Services are Delivered and/or the Services provided to the Contracting Body. The Delay Payments shall accrue at the daily rate specified within the Implementation Plan up to a maximum amount of 100% of the Contract Charges for those Services that were not carried out by the Agreed Delivery Date (Delay Payments Threshold). Subject to Clause 3.8.1.3, during the period in which the Delay Payments are payable under this Clause (Delay Payments Period) shall be the Contracting Body’s primary financial remedy for any loss or damage suffered or incurred by the Contracting Body in relation to the failure by the Supplier to Deliver the Services by the Agreed Delivery Date; and
3.8.1.2 where the Delay Payments Threshold is met or exceeded (being that Delivery continues not to be performed after the Delay Payments Threshold is met), the Contracting Body shall be entitled to:
(a) claim any remedy available to it (whether under this Contract or otherwise) for loss or damage incurred or suffered by it after the end of the Delay Payments Period; and
(b) without prejudice to Clause 3.8.1.2 (a), the Contracting Body shall regardless of any other provision in this Contract, be entitled to terminate this Contract with immediate effect by giving notice in writing to the Supplier.
3.8.1.3 The Supplier shall not be obliged to pay any sums pursuant to Clause 3.
8.1.1 if and to the extent the failure by the Supplier to Deliver the Services by the Agreed Delivery Date directly results from the Contracting Body’s default provided that the Supplier notifies the Contracting Body immediately of such circumstances in sufficient detail to enable the Contracting Body to remedy the situation and if appropriate, make any consequential revision to a subsequent Implementation Plan. Except as set out in this Clause 3.8.1.3, no payment or concession to the Supplier by the Co...
Delay Payments. If a Milestone has not been achieved by the relevant Milestone Date, the Contractor shall pay to the Authority Delay Payments in accordance with the table as set out in Part 6.1 of the Order Form for each day of delay from and including the relevant Milestone Date until and including the date on which the relevant Milestone Criteria are actually achieved and the Authority provides the Contractor with a Milestone Achievement Certificate.
Delay Payments. The Delay Payments applicable to the Key Milestones are as set out in the table below:
1. [NOTE – TO BE POPULATED]
Delay Payments. 31.1 If a Key Milestone has not been Achieved by its relevant Milestone Date, the provisions of Paragraph 1 of Part C of Schedule 7.1 (Charges and Invoicing) shall apply in relation to the payment of Delay Payments.
31.2 Delay Payments shall be Network Rail's exclusive financial remedy for the Supplier’s failure to Achieve a Key Milestone by its Milestone Date except where:
31.2.1 Network Rail is entitled to or does terminate this Agreement pursuant to clause 36.1.1 (Termination by Network Rail);
31.2.2 the Delay exceeds the Delay Deduction Period; or 31.2.3 the Delay Payment is £0.
Delay Payments. In accordance with Paragraph 6 of Part A of Schedule 4 (Charges) of the Framework Agreement, the following Delay Payments shall apply: Milestone Number Delay Payment N/A N/A In accordance with Paragraph 1.5 of Part B of Schedule 4 (Charges) of the Framework Agreement, the Contractor’s Catalogue which applies to the Services being procured under this Call-Off Form.
Delay Payments. (a) PCL shall pay the Minimum Daily Amount to the City for each day (up to one- hundred eighty (180) days in the aggregate) that Substantial Completion of the Ballpark is delayed beyond the date that is six (6) months after the Expected Opening Date solely as a result of any negligent or intentionally harmful act or omission of PCL or any Person that controls, is controlled by or is under common control with PCL (and in any event, not as a result of any Event of Force Majeure or any act or omission of the Ballpark Design-Build Contractor, the City, CCDC, the Agency, any Person controlled by or under common control with any of them, or any of their respective employees, shareholders, officers or directors). The Parties expressly agree that the insurance described in Section 10.01(b) and in Section 10.08 shall be primary with respect to PCL’s obligations under this Section 6.09(a) and PCL shall have no obligation to pay any amount to the City under this Section 6.09(a) for any day of delay for which the City also is entitled to be paid under Section 10.01(b) or Section 10.08. Notwithstanding the foregoing, PCL shall have no obligation under this Section 6.09(a) to pay any amounts to the City in respect of days of delay that occur after the first anniversary of the Expected Opening Date.
(b) Any delay liquidated damages payable by the Ballpark Design-Build Contractor for failure to achieve Substantial Completion of the Ballpark on or before the deadline therefor pursuant to the Ballpark Design-Build Construction Contract shall be for the benefit of the Padres and, if received by the City, shall be held by the City in trust for the Padres and paid to the Padres within five (5) days after receipt thereof.
