Common use of Limited Damages Clause in Contracts

Limited Damages. The Parties have determined that except as set forth in this Section 9.3.3, (i) monetary damages are generally inappropriate, (ii) it would be extremely difficult and impractical to fix or determine the actual damages suffered by a Party as a result of a Default hereunder, and (iii) equitable remedies and remedies at law not including damages but including specific performance, termination, and other injunctive or declaratory relief are particularly appropriate remedies for enforcement of this Agreement. Consequently, Developer and the City each agrees that it shall not be liable to the other for damages under this Agreement, and each covenants not to sue the other for or claim any damages under this Agreement and expressly waives its right to recover damages under this Agreement, except as follows: (1) either Party shall have the right to recover actual damages only (and not consequential, punitive or special damages, each of which is hereby expressly waived) for a Party's failure to pay sums to the other Party as and when due under this Agreement, (2) the City shall have the right to recover actual damages for Developer's failure to make any payment due, including any applicable Base Requirements or Community Benefits that are in the form of a cash payment, under this Agreement, (3) for any Base Requirement or Community Benefit for which specific performance is determined by a court of competent jurisdiction not to be an available remedy (and the attached Exhibit does not include a liquidated damages remedy), except if and to the extent directly or indirectly resulting from action or inaction by or on behalf of the City or any City Agencies except if directly and solely resulting from action or inaction by or on behalf of City or any City Agencies, the City shall have the right to monetary damages according to proof against Developer equal to the costs that would have been incurred by Developer to Complete the required Base Requirements or Community Benefits, and (4) the City shall have the right to administrative penalties or liquidated damages if and only to the extent expressly stated in an Exhibit or in Applicable Laws. For purposes of the foregoing, "actual damages" means the actual amount of the sum due and owing under this Agreement, with interest as provided by Law, together with such judgment collection activities as may be ordered by the judgment, and no additional sums.

Limited Damages. The Parties have determined that except as set forth in this Section 9.3.316.3.2, (i) monetary damages are generally inappropriate, (ii) it would be extremely difficult and impractical to fix or determine the actual damages suffered by a any Party as a result of a Default hereunder, breach hereunder and (iii) equitable remedies and remedies at law not including damages but including specific performance, termination, and other injunctive or declaratory relief are particularly appropriate remedies for enforcement of this AgreementDDA. Except as otherwise expressly provided below to the contrary (and then only to the extent of actual damages and not consequential or special damages, each of which is hereby expressly waived by the Parties), no Party would have entered into or become a Party to this DDA if it were to be liable in damages under this DDA. Consequently, Developer and the City each agrees Parties agree that it no Party shall not be liable in damages to any other Party by reason of the other for damages under provisions of this AgreementDDA, and each covenants not to sue xxx the other for or claim any damages under this Agreement DDA and expressly waives its right to recover damages under this AgreementDDA, except as follows: (1) either Party shall have the right to recover actual damages only shall be available as to breaches that arise out of (and not consequential, punitive or special damages, each of which is hereby expressly waiveda) for a Party's the failure to pay sums to the other Party amounts as and when due and owing (1) under this AgreementDDA (including under the Financing Plan, the Below-Market Rate Housing Plan, the Community Benefits Plan, Article 5 (with respect to the Developer Stadium Contribution only) and Article 19), but subject to any express conditions for such payment set forth in this DDA or (2) under any Acquisition and Reimbursement Agreement, but subject to any express conditions for such payment as set forth therein, (b) the City shall have the right to recover actual damages for Developer's failure to make payment due under any payment due, including any applicable Base Requirements or Community Benefits that are Indemnification in the form of a cash payment, under this AgreementDDA, (3c) for any Base Requirement the requirement to pay attorneys’ fees and costs as set forth in Section 27.5, or Community Benefit for which specific performance is determined when required by an arbitrator or a court of competent jurisdiction not to be an available remedy with jurisdiction, and (and the attached Exhibit does not include a liquidated damages remedy), except if and d) to the extent directly damages are expressly permitted under any agreement among or indirectly resulting from action or inaction by or on behalf between any of the City or Parties other than this DDA, including but not limited to any City Agencies except if directly and solely resulting from action or inaction by or on behalf of City or any City Agencies, the City shall have the right Permit to monetary damages according to proof against Developer equal to the costs that would have been incurred by Developer to Complete the required Base Requirements or Community Benefits, and (4) the City shall have the right to administrative penalties or liquidated damages if and only to the extent expressly stated in an Exhibit or in Applicable LawsEnter. For purposes of the foregoing, "“actual damages" means ” shall mean the actual amount of the sum due and owing under this AgreementDDA, with interest as provided by Lawlaw, together with such judgment collection activities as may be ordered by the judgment, and no additional sumsamount.

Limited Damages. The Parties have determined that except as set forth in this Section 9.3.39.4.3, (i) monetary damages are generally inappropriate, (ii) it would be extremely difficult and impractical to fix or determine the actual damages suffered by a Party as a result of a Default hereunder, and (iii) equitable remedies and remedies at law not including damages but including specific performance, termination, performance and other injunctive or declaratory relief termination are particularly appropriate remedies for enforcement of this Agreement. Consequently, Xxxxxxxxx agrees that the City shall not be liable to Developer for damages under this Agreement, and the City each agrees that it Developer shall not be liable to the other City for damages under this Agreement, and each covenants not to sue the other for or claim any damages under this Agreement and expressly waives its right to recover damages under this Agreement, except as follows: (1) either Party shall have the right to recover actual damages only (and not consequential, punitive or special damages, each of which is hereby expressly waived) for a Party's failure to pay sums to the other Party as and when due under this Agreement, (2) the City shall have the right to recover actual damages for Developer's failure to make any payment due, including due under any applicable Base Requirements or Community Benefits that are indemnity in the form of a cash payment, under this Agreement, (3) for any Base Requirement or Community Benefit for which specific performance is determined by a court of competent jurisdiction not to be an available remedy (and the attached Exhibit does not include a liquidated damages remedy), except if and to the extent directly or indirectly resulting from action or inaction by or on behalf of the City or any City Agencies except if directly and solely resulting from action or inaction by or on behalf of City or any City Agencies, the City shall have the right to monetary damages according to proof against Developer equal to the costs that would have been incurred by Developer to Complete complete the required Base Requirements or Community BenefitsBenefit, (4) either Party shall have the right to recover reasonable attorneys' fees and costs as set forth in Section 9.6, and (45) the City shall have the right to administrative penalties or liquidated damages if and only to the extent expressly stated in an Exhibit or in Applicable Laws. For purposes of the foregoing, "actual damages" means the actual amount of the sum due and owing under this Agreement, with interest as provided by Law, together with such judgment collection activities as may be ordered by the judgment, and no additional sums.

Limited Damages. The Parties have determined that except as set forth in this Section 9.3.3, (i) monetary damages are generally inappropriate, (ii) it would be extremely difficult and impractical to fix or determine the actual damages suffered by a Party as a result of a Default hereunder, and (iii) equitable remedies and remedies at law not including damages but including specific performance, termination, and other injunctive or declaratory relief are particularly appropriate remedies for enforcement of this Agreement. Consequently, Xxxxxxxxx agrees that the City shall not be liable to Developer for damages under this Agreement, and the City each agrees that it Developer shall not be liable to the other City for damages under this Agreement, and each covenants not to sue the other for or claim any damages under this Agreement and expressly waives its right to recover damages under this Agreement, except as follows: (1) either Party shall have the right to recover actual damages only (and not consequential, punitive or special damages, each of which is hereby expressly waived) for a Party's failure to pay sums to the other Party as and when due under this Agreement, (2) the City shall have the right to recover actual damages for Developer's failure to make any payment due, including any applicable Base Requirements or Community Benefits that are in the form of a cash payment, under this Agreement, (3) for any Base Requirement or Community Benefit for which specific performance is determined by a court of competent jurisdiction not to be an available remedy (and the attached Exhibit does not include a liquidated damages remedy), except if and to the extent directly or indirectly resulting from action or inaction by or on behalf of the City or any City Agencies except if directly and solely resulting from action or inaction by or on behalf of City or any City Agencies, the City shall have the right to monetary damages according to proof against Developer equal to the costs that would have been incurred by Developer to Complete the required Base Requirements or Community Public Benefits, and (4) the City shall have the right to administrative penalties or liquidated damages if and only to the extent expressly stated in an Exhibit or in Applicable Laws. For purposes of the foregoing, "actual damages" means the actual amount of the sum due and owing under this Agreement, with interest as provided by LawXxx, together with such judgment collection activities as may be ordered by the judgment, and no additional sums.

Limited Damages. The Parties have determined that except as set forth in this Section 9.3.3, (i) monetary damages are generally inappropriate, (ii) it would be extremely difficult and impractical to fix or determine the actual damages suffered by a Party as a result of a Default hereunder, and (iii) equitable remedies and remedies at law not including damages but including specific performance, termination, and other injunctive or declaratory relief are particularly appropriate remedies for enforcement of this Agreement. Consequently, Developer and the City each agrees that it shall not be liable to the other for damages under this Agreement, and each covenants not to sue the other for or claim any damages under this Agreement and expressly waives its right to recover damages under this Agreement, except as follows: (1) either Party shall have the right to recover actual damages only (and not consequential, punitive or special damages, each of which is hereby expressly waived) for a Party's failure to pay sums to the other Party as and when due under this Agreement, (2) the City shall have the right to recover actual damages for Developer's failure to make any payment due, including any applicable Base Requirements or Community Benefits that are in the form of a cash payment, under this Agreement, (3) for any Base Requirement or Community Benefit for which specific performance is determined by a court of competent jurisdiction not to be an available remedy (and the attached Exhibit does not include a liquidated damages remedy), except if and to the extent directly or indirectly resulting from significant action or inaction material omission by or on behalf of the City or any City Agencies except if directly and solely resulting from action or inaction by or on behalf of City or any City Agencies, the City shall have the right to monetary damages according to proof against Developer equal to the costs that would have been incurred by Developer to Complete the required Base Requirements or Community Benefits, and (4) the City shall have the right to administrative penalties or liquidated damages if and only to the extent expressly stated in an Exhibit or in Applicable Laws. For purposes of the foregoing, "actual damages" means the actual amount of the sum due and owing under this Agreement, with interest as provided by LawXxx, together with such judgment collection activities as may be ordered by the judgment, and no additional sums.

Limited Damages. The Parties have determined that except as set forth in this Section 9.3.39.4.3, (i) monetary damages are generally inappropriate, (ii) it would be extremely difficult and impractical to fix or determine the actual damages suffered by a Party as a result of a Default hereunder, and (iii) equitable remedies and remedies at law not including damages but including specific performance, termination, performance and other injunctive or declaratory relief termination are particularly appropriate remedies for enforcement of this Agreement. Consequently, Xxxxxxxxx agrees that the City shall not be liable to Developer for damages under this Agreement, and the City each agrees that it Developer shall not be liable to the other City for damages under this Agreement, and each covenants not to sue the other for or claim any damages under this Agreement and expressly waives its right to recover damages under this Agreement, except as follows: (1) either Party shall have the right to recover actual damages only (and not consequential, punitive or special damages, each of which is hereby expressly waived) for a Party's failure to pay sums to the other Party as and when due under this Agreement, (2) the City shall have the right to recover actual damages for Developer's failure to make any payment due, including due under any applicable Base Requirements or Community Benefits that are indemnity in the form of a cash payment, under this Agreement, Developer would have incurred to complete, (3) for any Base Requirement or Community Benefit for which specific performance is determined by a court of competent jurisdiction not to be an available remedy (and the attached Exhibit does not include a liquidated damages remedy), except if and to the extent directly or indirectly resulting from action or inaction by or on behalf of the City or any City Agencies except if directly and solely resulting from action or inaction by or on behalf of City or any City Agencies, the City shall have the right to monetary damages according to proof against Developer equal to the costs that would have been incurred by Developer to Complete complete the required Base Requirements or Community BenefitsBenefit, and (4) the City either Party shall have the right to administrative penalties or liquidated damages if recover reasonable attorneys' fees and only to the extent expressly stated costs as set forth in an Exhibit or in Applicable Laws. For purposes of the foregoingSection 9.6, "actual damages" means the actual amount of the sum due and owing under this Agreement, with interest as provided by Law, together with such judgment collection activities as may be ordered by the judgment, and no additional sums.and

Limited Damages. The Parties have determined that except as set forth in this Section 9.3.39.4.3, (i) monetary damages are generally inappropriate, (ii) it would be extremely difficult and impractical to fix or determine the actual damages suffered by a Party as a result of a Default hereunder, and (iii) equitable remedies and remedies at law not including damages but including specific performance, termination, performance and other injunctive or declaratory relief termination are particularly appropriate remedies for enforcement of this Agreement. Consequently, Xxxxxxxxx agrees that the City shall not be liable to Developer for damages under this Agreement, and the City each agrees that it Developer shall not be liable to the other City for damages under this Agreement, and each covenants not to sue the other for or claim any damages under this Agreement and expressly waives its right to recover damages under this Agreement, except as follows: (1) either Party shall have the right to recover actual damages only (and not consequential, punitive or special damages, each of which is hereby expressly waived) for a Party's failure to pay sums to the other Party as and when due under this Agreement, (2) the City shall have the right to recover actual damages for Developer's failure to make any payment due, including due under any applicable Base Requirements or Community Benefits that are indemnity in the form of a cash payment, under this Agreement, (3) for any Base Requirement or Community Benefit for which specific performance is determined by a court of competent jurisdiction not to be an available remedy (and the attached Exhibit does not include a liquidated damages remedy), except if and to the extent directly or indirectly resulting from action or inaction by or on behalf of the City or any City Agencies except if directly and solely resulting from action or inaction by or on behalf of City or any City Agencies, the City shall have the right to monetary damages according to proof against Developer equal to the costs that would have been incurred by Developer to Complete complete the required Base Requirements or Community BenefitsBenefit, (4) either Party shall have the right to recover reasonable attorneys' fees and costs as set forth in Section 9.6, and (45) the City shall have the right to administrative penalties or liquidated damages if and only to the extent expressly stated in an Exhibit or in Applicable Laws. For purposes of the foregoing, "actual damages" means the actual amount of the sum due and owing under this Agreement, with interest as provided by LawXxx, together with such judgment collection activities as may be ordered by the judgment, and no additional sums.

Limited Damages. The Parties have determined that except as set forth in this Section 9.3.39.4.3 and Sections 9.4.4 and 10.3, (i) monetary damages are generally inappropriate, (ii) it would be extremely difficult and impractical to fix or determine the actual damages suffered by a Party as a result of a Default hereunder, and (iii) equitable remedies and remedies at law not including damages but including specific performance, termination, performance and other injunctive or declaratory relief termination are particularly appropriate remedies for enforcement of this Agreement. Consequently, Developer CPMC agrees that the City shall not be liable to CPMC for damages under this Agreement, and the City each agrees that it CPMC shall not be liable to the other City for damages under this Agreement, and each covenants not to sue the other for or claim any damages under this Agreement and expressly waives its right to recover damages under this Agreement, except as follows: (1) either Party shall have the right to recover actual damages only (and not consequential, punitive or special damages, each of which is hereby expressly waived) for a Party's failure to pay sums to the other Party as and when due under this Agreement, including but not limited to any failure to pay liquidated damages as and when due under Section 9.4.4, (2) the City shall have the right to recover actual damages for DeveloperCPMC's failure to make any payment due, including due under any applicable Base Requirements or Community Benefits that are indemnity in the form of a cash payment, under this Agreement, (3) for any Base Requirement or Community Benefit Commitment for which specific performance or the other remedy listed in the applicable Exhibit is determined by a court of competent jurisdiction not to be an available remedy (and for which there is no liquidation amount listed in Section 9.4.4 or the attached Exhibit does not include a liquidated damages remedyapplicable Exhibit), except if and to the extent directly or indirectly resulting from action or inaction by or on behalf of the City or any City Agencies except if directly and solely resulting from action or inaction by or on behalf of City or any City Agencies, the City shall have the right to monetary damages according to proof against Developer CPMC equal to the costs that CPMC would have been incurred by Developer to Complete complete the required Base Requirements or Community BenefitsCommitment, and (4) the City either Party shall have the right to administrative penalties or liquidated damages if recover reasonable attorneys' fees and only to the extent expressly stated costs as set forth in an Exhibit or in Applicable LawsSection 9.6. For purposes of the foregoing, "actual damages" means the actual amount of the sum due and owing under this Agreement, with interest as provided by Lawlaw, together with such judgment collection activities as may be ordered by the judgment, and no additional sums.