Liquidated Damages; Exclusive Remedy Sample Clauses

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.
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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.
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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.
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Liquidated Damages; Exclusive Remedy. The parties agree that if the College is found to have breached a material provision of this Agreement to the substantial detriment of the Student, then the College must pay as liquidated damages (and not as a penalty) a sum up to an amount equal to any non‐refunded tuition payments to the Student or the Student’s lender in the case of a loan, or appropriate government agency in the case of a grant, it being acknowledged and agreed to by the parties to this Agreement that the determination of the damages actually incurred by the Student as a result of such a breach by the College would be impractical or inherently difficult to ascertain or calculate and that said amount as liquidated damages, and not as a penalty, would represent a reasonable estimate of just and fair compensation to the Student for any such breach by the College. The parties further agree that payment by the College of such liquidated damages pursuant to this Section 13 would constitute the sole and exclusive remedy of the Student for such a breach by the College (including without limitation any right to seek or recover incidental, consequential, exemplary or punitive damages).
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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.
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Related to Liquidated Damages; Exclusive Remedy

  • 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.

  • Exclusive Remedy The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.

  • Non-Exclusive Remedy Notwithstanding anything herein to the contrary, termination of this Agreement by a Party shall be without prejudice to other remedies such Party may have at law or equity.

  • Sole and Exclusive Remedy Subject to the last sentence of this Section 8.3(e), if this Agreement is terminated pursuant to Section 8.1 and the Termination Fee is due and payable pursuant to the terms of Section 8.3(a), Buyer’s receipt of the Termination Fee will be the sole and exclusive remedy of the Buyer Related Parties against the Seller Related Parties in respect of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions, the termination of this Agreement, the failure to consummate the Contemplated Transaction or any claims or actions under applicable Law arising out of any breach, termination or failure. Subject to the last sentence of this Section 8.3(e), Xxxxx’s receipt of the Termination Fee (in the circumstances in which the Termination Fee is due and payable pursuant to the terms of Section 8.3(a)) will be the only monetary damages the Buyer Related Parties may recover from the Seller Related Parties in respect of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions, the termination of this Agreement, the failure to consummate the Contemplated Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, (i) none of the Seller Related Parties will have any further liability or obligation to any of the Buyer Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions or any matters forming the basis of such termination (except that the parties hereto (or their Affiliates) will remain obligated with respect to, and Buyer may be entitled to remedies with respect to, the Confidentiality Agreement); and (ii) none of the Buyer Related Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against any of the Seller Related Parties arising out of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions or any matters forming the basis for such termination (except that the parties hereto (or their Affiliates) will remain obligated with respect to, and Buyer may be entitled to remedies with respect to, the Confidentiality Agreement). Notwithstanding the foregoing, this Section 8.3(e) will not relieve Seller or the Company from liability (1) for any Fraud or willful breach of this Agreement or (2) for any breaches of the Confidentiality Agreement.

  • Breach of Contract and Liquidated Damages A. Where OGS determines that the Contractor is not in compliance with the requirements of subsection 4.7 of this Contract, and the Contractor refuses to comply with such requirements, or if it is found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in the Contract, the Contractor shall be obligated to pay liquidated damages to OGS. B. Such liquidated damages shall be calculated as an amount equaling the difference between: 1. All sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals; and 2. All sums actually paid to MWBEs for work performed or materials supplied under the Contract. C. If OGS determines that Contractor is liable for liquidated damages and such identified sums have not been withheld by OGS, Contractor shall pay such liquidated damages to OGS within sixty (60) days after they are assessed. Provided, however, that if the Contractor has filed a complaint with the Director of the Division of Minority and Women’s Business Development pursuant to 5 NYCRR § 142.12, liquidated damages shall be payable only in the event of a determination adverse to the Contractor following the complaint process.

  • 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.

  • Non-exclusive Remedy; Survival The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

  • Release; Exclusive Remedy (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b) or (c), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

  • 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.

  • 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.

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