Deposit; Liquidated Damages Sample Clauses

Deposit; Liquidated Damages. (a) Within two (2) business days after the Effective Date, Purchaser shall deliver to [First American Title Insurance Company, 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attn: Xxxxxxx Xxxxxx] (the “Title Company”), as escrow holder, the sum of [ ] Dollars ($[ ]) (the “Deposit”), which shall be held in escrow by the Title Company in accordance with the terms of this Agreement. (b) The Deposit shall be deposited by the Title Company in an interest-bearing deposit account, and all interest earned thereon shall accrue to the benefit of Purchaser. The Deposit, and all interest thereon, shall be applied toward payment of the Purchase Price at the Closing, provided the Closing occurs. If the Closing does not occur due to a breach of this Agreement by Purchaser, Seller may either (i) enforce specific performance of this Agreement, or (ii) terminate this Agreement and retain the Deposit, including accrued interest, as liquidated damages, in which case, neither party shall have any further rights, duties or obligations under this Agreement. If the Closing does not occur solely due to a breach of this Agreement by Seller, Purchaser may either, as its sole and exclusive remedy, (x) enforce specific performance of this Agreement, or (y) terminate this Agreement and receive the return of the Deposit and all interest thereon. Nothing contained in this Agreement limits Seller’s liability for a breach by Seller of any representations, covenants, indemnities or obligations that survive the Closing, and Purchaser will have the right to pursue any remedies available at law or in equity against Seller for a breach of such representations, covenants, indemnities and obligations; provided, however, in no event shall Seller ever be liable to Purchaser hereunder for any punitive, speculative or consequential damages. This Agreement, together with such further instructions, if any, as the parties shall provide to the Title Company by written agreement, shall constitute the escrow instructions to the Title Company, including without limitation the standard printed general escrow instructions of the Title Company, incorporated herein by this reference. IN THE EVENT SELLER IS ENTITLED TO RETAIN THE DEPOSIT PURSUANT TO THE FOREGOING SECTION 3(b), THE DEPOSIT, ALONG WITH ACCRUED INTEREST, SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE EXT...
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Deposit; Liquidated Damages. (a) No later than the first Business Day (as hereinafter defined) after the date this Agreement is executed and delivered by all parties hereto, the Buyer shall deliver to Stewart Title Guaranty Xxxxxxx, as escrow agent (the "Escrow Agent"), (the "Deposit"). The Deposit shall be held in escrow by the Escrow Agent in an interest-bearing account (the "Escrow Fund") subject to the Escrow Agreement substantially in the form of Exhibit C attached hereto (the "Escrow Agreement"), and, subject to the terms and conditions set forth below with respect to the termination of this Agreement, shall be delivered, together with interest earned thereon, to the Sellers at Closing (as hereinafter defined) as a credit against the Purchase Price (as hereinafter defined): (i) In the event of the termination of this Agreement pursuant to Section 9.1(a), 9.1(d), 9.1(e) or 9.1(f), following expiration of the five (5) business day time period provided for in Section 3(b) of the Escrow Agreement, Buyer shall receive (in addition to those rights (if any) that it may have under Section 9.2(b) hereof in connection with a termination pursuant to Section 9.1(f) only), as its sole and exclusive remedy (subject to this Section 1.2(a)(i) with respect to any impediment by the Sellers to delivery of the Escrow Fund to the Buyer), the Deposit, together with all interest (if any) actually earned thereon, and each party shall be relieved and released from any further liability and obligation hereunder subject to any continuing obligations pursuant to Section 4.
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Deposit; Liquidated Damages. (i) In the event that this Agreement is terminated (x) pursuant to Section 9.01(d) or (y) pursuant to Section 9.01(b)(i) as a result of the failure of Parent or Merger Sub to have obtained the proceeds of any financing required to consummate the Merger and the other Transactions or to have obtained the Gaming Approvals and at the time of such termination, (A) the other conditions set forth in Sections 8.01 and 8.02, including the Company Stockholder Approval but excluding the conditions in paragraph (b)(ii) of Section 8.02, have been satisfied or waived by the party or parties entitled to the benefits thereof and (B) Parent and Merger Sub do not have the right to terminate this Agreement pursuant to Section 9.01(e)(iv) or (v), then the Deposit Amount shall be paid to the Company by the Escrow Agent. In the event that this Agreement is terminated for any reason and the Deposit Amount, or any part thereof, is not payable to the Company pursuant to the immediately preceding sentence, then the Deposit Amount shall be returned to Parent. (ii) The parties hereto agree that the provisions of paragraphs (c) and (d) of this Section 9.02 are an integral part of the Transactions, the damages resulting from a termination of this Agreement are uncertain and incapable of accurate calculation and the amounts payable pursuant to paragraphs (c) and (d) of this Section 9.02 are reasonable forecasts of the actual damages which may be incurred by the parties under such circumstances. The amounts payable pursuant to paragraphs (c) and (d) of this Section 9.02 constitute liquidated damages and not a penalty and shall be the sole and exclusive remedy in the event of termination of this Agreement on any basis specified in paragraphs (c) and (d) of this Section 9.02 (it being agreed and understood that nothing in this Section 9.02 is intended to limit (A) the Company's remedies in the event of a willful breach by Parent or Merger Sub or (B) Parent's or Merger Sub's remedies in the event of a willful breach by the Company).
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Deposit; Liquidated Damages. The parties agree that the injury which would be caused to USG and the Holders on account of such termination would be difficult or impossible to determine. They desire to provide a means to compensate USG and the Holders for such damage and they have concluded that the Escrow Deposit is a reasonable pre-estimate of the probable loss. Thus, if this Agreement is terminated other than in accordance with Section 9.01(A) or 9.01(C), USG shall be entitled to be paid the Escrow Deposit, which, together with the other amounts described in Section 1.06 hereof, shall be the sole remedy of USG and the Holders in connection with the termination of this Agreement. Neither USG nor any Holder shall have any liability to Leisure or Acquisition Sub or any of their affiliates, officers, directors, shareholders or employees upon the termination of this Agreement.
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Deposit; Liquidated Damages. 10.16 Lease/Option on Real Property................................ 10.17
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Deposit; Liquidated Damages. Upon the earlier of, signing this Agreement or THI's funding the Home Meal Replacement Project , THI shall have delivered a deposit of One Hundred Eighty Thousand Dollars ($180,000)[the "Initial Deposit"] to Banner's attorney, as listed in Section 13.6 ("Banner's Attorney"), representing an irrevocable, non-refundable deposit under this Agreement. If the transaction contemplated by this Agreement does not Close by June 30, 1998, the Initial Deposit shall be paid to Banner; provided however, THI shall be entitled to extend the Closing until July 15, 1998, upon the payment and receipt by June 30, 1998, of an additional irrevocable, non- refundable deposit of One Hundred Thousand Dollars ($100,000)[the "Second Deposit", the Initial Deposit and the Second Deposit are collectively referred to as the "Deposit"] to Banner's Attorney. If the Closing takes place the Deposit shall be applied to the Purchase Price due under Section 3.1. If the Closing does not take place by close of business on July 15, 1998,(or July 31, 1998, in the event that the deadline is extended as permitted below) the entire Deposit shall be paid to Banner and the parties shall have no further obligations hereunder except for the return of information. The only exception to the deadline set forth above is where THI fails to Close by reason of a delay in the bank financing. In that case, THI may furnish a letter of assurance from the bank stating that financing is forthcoming and the delay is due solely to bank procedures. If THI provides such letter to Banner, the deadline for Closing will be extended from July 15, 1998, to a date by which the bank estimates financing will be completed; however, such date shall be no later than July 31, 1998.
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Deposit; Liquidated Damages 
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Related to Deposit; Liquidated Damages

  • Delay Liquidated Damages Delay Liquidated Damages has the meaning set out in GC 7.6.1.

  • Payment of Liquidated Damages If you supply all or some of your milk to a third party during a Month you must, if required by DFMC, immediately pay to DFMC liquidated damages for that Month calculated as follows: $X = W cents x (Y – Z) Where: $X is the amount payable by you to DFMC for the relevant Month. If $X is a negative amount, no amount is payable by you. Y is the average monthly litres you have supplied to DFMC based on the 12 months immediately preceding the relevant Month (or in the event you have not supplied DFMC for 12 months, the average monthly litres you have supplied to DFMC during the period you have supplied DFMC). Z is the number of litres supplied to DFMC by you for the relevant Month.

  • Liquidated Damages The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

  • CONTRACT TIME AND LIQUIDATED DAMAGES (7-1-95) (Rev. 12-18-07) 108 SP1 G10 A The date of availability for this contract is April 25, 2016. The completion date for this contract is October 15, 2017. Except where otherwise provided by the contract, observation periods required by the contract will not be a part of the work to be completed by the completion date and/or intermediate contract times stated in the contract. The acceptable completion of the observation periods that extend beyond the final completion date shall be a part of the work covered by the performance and payment bonds. The liquidated damages for this contract are Two Thousand Dollars ($ 2,000.00) per calendar day.

  • Notice of Liquidated Damages System Agency will formally notify Grantee in writing when liquidated damages action is imposed, stating the nature of the action, the reasons for imposing, and the method of appealing. Grantee must submit a written appeal, within ten (10) calendar days of receipt of the notice, to the SUD email box, XxxxxxxxxXxxxx.Xxxxxxxxx@xxxx.xxxxx.xx.xx.

  • 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.

  • Obligation Absolute; Partial Liquidated Damages The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Debenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such Conversion Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Xxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

  • Violation; liability for unpaid wages; liquidated damages In the event of any violation of the clause set forth in paragraph (1.) of this section, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1.) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1.) of this section.

  • 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.

  • Payment of Principal, Interest, Escrow Items, Prepayment Charges, and Late Charges Borrower will pay each Periodic Payment when due. Borrower will also pay any prepayment charges and late charges due under the Note, and any other amounts due under this Security Instrument. Payments due under the Note and this Security Instrument must be made in U.S. currency. If any check or other instrument received by Lender as payment under the Note or this Security Instrument is returned to Lender unpaid, Lender may require that any or all subsequent payments due under the Note and this Security Instrument be made in one or more of the following forms, as selected by Lender: (a) cash; (b) money order; (c) certified check, bank check, treasurer’s check, or cashier’s check, provided any such check is drawn upon an institution whose deposits are insured by a U.S. federal agency, instrumentality, or entity; or (d) Electronic Fund Transfer. Payments are deemed received by Lender when received at the location designated in the Note or at such other location as may be designated by Lender in accordance with the notice provisions in Section 16. Lender may accept or return any Partial Payments in its sole discretion pursuant to Section 2. Any offset or claim that Borrower may have now or in the future against Lender will not relieve Borrower from making the full amount of all payments due under the Note and this Security Instrument or performing the covenants and agreements secured by this Security Instrument.

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