Liquidated Damages; Exclusive Remedy. Subject to Section 9.2(a), the parties agree that, in the event Seller becomes obligated to make payments to Buyer pursuant to this Article 9, then such payments will paid as liquidated damages with respect to any and all Damages incurred or accrued by Buyer and arising out of this Agreement, the transactions contemplated hereby or any Acquisition Proposal. Subject to Section 9.2(a), the payments required of Seller to Buyer pursuant to this Article 9 shall be the sole and exclusive remedy of the Buyer from and after the date on which this Agreement is terminated pursuant to the Article 9 for any Damages incurred or accrued by Buyer and arising out of this Agreement, the transactions contemplated hereby or any Acquisition Proposal and the Buyer shall have no other recourse against Seller, its affiliates, directors, officers and stockholders for such Damages.
Liquidated Damages; Exclusive Remedy. The Client acknowledges that the liability of the Inspector, its agents and/or employees. for claims or damages, costs of defense or suit, attorney's fees and expenses arising out of or related to the home inspector's negligence or breach of any obligation under this Agreement, including errors and omissions in the inspection or the report, shall be limited to liquidated damages in an amount equal to the fee paid to the Inspector for the Inspection in Section 3 of this Agreement. The liquidated damages shall be the exclusive remedy. The parties acknowledge that the liquidated damages are not intended as a penalty but are intended (i) to reflect the fact that actual damages may be difficult and impractical to ascertain; (ii) to allocate risk among the Inspector and Client; and (iii) to enable the INSPECTOR to perform the inspection at the stated fee.
Liquidated Damages; Exclusive Remedy. Each Party acknowledges that payment of the Termination Fee and the Reimbursement Payment each represents payment of liquidated damages which are a genuine pre-estimate of the damages the Offeror will suffer or incur as a result of the event giving rise to such payment and, in the case of the Termination Fee the resultant termination of this Agreement and is not a penalty. Fibrek irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Each Party agrees that, upon any termination of this Agreement under circumstances where a Termination Fee or Expense Reimbursement is payable under Section 5.3, and such fee or payment is paid in full, the Offeror shall be precluded from any other remedy against Fibrek in respect thereof, whether under any provision of this Agreement, at Law or in equity or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Fibrek or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or Affiliates or their respective Representatives in connection with this Agreement or the transactions contemplated hereby.
Liquidated Damages; Exclusive Remedy. Payment of liquidated damages by Contractor to Owner shall be Owner’s sole and exclusive remedy and Contractor’s sole liability for delay. Additionally, after Contractor achieves Provisional Acceptance for each respective Unit, Contractor’s payment of the applicable amount of liquidated damages with respect of the limited range of deviation from the Performance Guarantees shall constitute the sole and exclusive remedy by Owner and the sole liability of Contractor to Owner for Contractor’s failure to achieve a percentage of the Performance Guarantee. Notwithstanding the foregoing, Contractor’s obligation to pay liquidated damages to Owner shall not affect, waive, or otherwise modify Contractor’s warranty obligations to Owner.
