Liquidated Damages for Breach. Any breach by Merchant of any representation, warranty, covenant or obligation of Merchant under this Agreement, including violating the Monthly CB Threshold, disparagement, committing fraud or breaching any Payment Brand Rules or applicable laws, that causes T1 Payments or its Affiliates to, directly or indirectly, lose a customer account, lose any Payment Brand relationship or any relationship with its third party processors or cause T1 Payments or its Affiliates to get listed on the Terminated Merchant File and/or the Merchant Alert to Control High Risk Merchants File, then Merchant agrees to pay T1 Payments, within three (3) calendar days of written demand by T1 Payments, liquidated damages equal to US$1,000,000, which shall be in addition to any Penalties assessed by the Payment Brands, applicable bank or third party processors, any other Services Fees including Chargeback fees, and any other damages or losses which T1 Payments may be able to prove. Merchant and T1 Payments agree that the actual damages to T1 Payments resulting from Merchant’s actions that would impose this US$1,000,000 liquidated damages amount would be extremely difficult to calculate with precision, and would likely exceed such liquidated damages amount, wherefore the parties hereto agree that the liquidated damages calculation provided for herein represents a good faith, reasonable estimate of the potential actual damages to T1 Payments for such a violation, and does not constitute a penalty.
Liquidated Damages for Breach. The parties agree that the Representative's agreement to provide the representation services contemplated by this Agreement shall involve a commitment of its resources that will not be economically feasible should Group or any of the Stations fail to perform their obligations under this Agreement. The parties also agree that any such failure by Group or any Station would cause damages to Representative that would be difficult to determine accurately. Therefore, with the intention of providing a fair and reasonable formula to calculate such damages in an amount which would not be disproportionate to the presumed loss, it is agreed that, if Group or any Station breaches this Agreement, Group and such Station shall pay to Representative as liquidated damages, and not as a penalty, an amount equal to (A) the average monthly commissions paid by such Station to Representative hereunder during the 12 complete broadcast calendar months preceding such breach (or if Representative has not yet represented such Station for a full 12 broadcast calendar month, applicable prior national gross billing shall be used to derive average monthly commissions), multiplied by (B) the number of calendar months then remaining in the Term and any applicable notice period, plus two months. On receipt by Representative of such payment, this Agreement shall terminate and be of no further force or effect.
Liquidated Damages for Breach. (a) Should Apple default in any obligation to grant to Cornerstone a right of first refusal to acquire a property or properties or to become the acquiring property in any proposed transaction as required under this Agreement, Apple agrees that it shall be obligated to pay to Cornerstone as liquidated and agreed-upon damages cash in the amount of 3% of the aggregate consideration agreed to be paid for the property, assets, stock or business by any third party in the transaction with respect to which there is a breach.
Liquidated Damages for Breach. In the case of breach of contract, the Contractor shall pay liquidated damages and damages in excess of the liquidated damages. The amount of the Contract Sum exclusive of taxes shall serve as the basis of the liquidated damages. Types and rates of liquidated damages: in the case of a delay, and in the case of delays in relation to the interim completion deadlines and final deadline specified in Subsection 9.2 hereof, liquidated damages shall be paid at a rate of 0,5 % of the amount of the Contract Sum exclusive of taxes for each day in default, but not exceeding 15% of the amount of the Contract Sum exclusive of taxes, which becomes due and payable upon performance without a separate notice; in the case of faulty performance, liquidated damages shall be paid in the amount of 10% of the amount of the Contract Sum of the partial task subject to faulty performance exclusive of taxes; in the case of non-performance, liquidated damages shall be paid in the amount of 20% of the amount of the Contract Sum of the partial task not performed exclusive of taxes; penalty for defective functionality regarding the electric hot water boiler in accordance with Annex No. 1/A hereof; penalty for beach of obligation of availability regarding the electric hot water boiler in accordance with Annex No. 1/B hereof. Maximum amount of liquidated damages: the total amount of liquidated damages specified in Subsection 12.1.2 may not exceed twenty (20) % of the amount of the Contract Sum exclusive of taxes. Besides paying liquidated damages for delay and default, the Contractor shall also fulfil its obligations arising from the Contract. The Client may also enforce its warranty and guarantee claims besides enforcing its claims for liquidated damages for faulty performance. If the Contractor shall pay liquidated damages in accordance with the Contract, the Client shall give a notice to the Contractor. Such notice shall include the amount of the liquidated damages to be paid and the events giving rise to the obligation to pay liquidated damages as well as the deadline for paying such amounts. The Client may set-off the due amounts of liquidated damages from the Contract Sum or any claims of the Contractor against the Client. The Client may claim damages in excess of the liquidated damages. The interim completion deadlines specified in Subsection 9.2 are subject to the obligation to pay liquidated damages.
Liquidated Damages for Breach. Executive agrees that a breach of his paragraph 6.2. duties would likely negatively impact Compaq's stock price, its business good will, its reputation with customers and investors, and its relationships with partners, suppliers, vendors, and employees. Executive agrees that while potentially financially material to the Group, the damages
Liquidated Damages for Breach. In the event of Carrier's failure to meet the Mission Readiness requirements of this Agreement, and notwithstanding YKHC's election of any other remedy, YKHC shall be entitled to receive as liquidated damages Two Thousand Dollars ($2,000.00) per occurrence. If after 12 hours from the time of the oral or written dispatch from YKHC Carrier is still unable to provide the aircraft and/or crew to be dispatched, or an appropriate replacement aircraft and crew, YKHC shall be entitled to receive as liquidated damages an additional Five Hundred Dollars ($500.00) per hour for every hour until Carrier has provided an aircraft and crew consistent with the requirements of this Agreement in mission ready condition, to a maximum of Twelve Thousand Dollars ($12,000.00) per 24 hour period until a mission ready aircraft and crew are available for a possible future dispatch or a replacement aircraft and crew are provided by Carrier. YKHC shall be entitled to deduct all such liquidated damages from payments otherwise owed to Carrier. Carrier acknowledges that the above-stated liquidated damages are a reasonable estimate of the losses YKHC will incur in the event of Carrier's failure to meet contract standards of Mission Readiness.
Liquidated Damages for Breach. Upon termination by ACI for xxxxxxxxx.xxx's breach pursuant to Section 10.2, xxxxxxxxx.xxx will immediately pay ACI, as liquidated damages, and not as a penalty, such amount as mutually agreed by the Parties. Upon termination by xxxxxxxxx.xxx for ACI's breach pursuant to Section 10.2, ACI will immediately pay, as liquidated damages, and not as a penalty, such amount as mutually agreed by the Parties. THE PARTIES ACKNOWLEDGE THAT ACTUAL DAMAGES IN THE EVENT OF ANY MATERIAL BREACH OF THIS AGREEMENT BY A PARTY WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE; THEREFORE, THE PARTIES ACKNOWLEDGE THAT THE LIQUIDATED DAMAGES SPECIFIED IN THIS SECTION 10.5.2 HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS (A) THE PARTIES' REASONABLE ESTIMATE OF JUST COMPENSATION FOR THE DAMAGES THE NON-BREACHING PARTY WOULD SUFFER AND INCUR BY REASON OF ANY SUCH BREACHES AND (B) TOGETHER WITH TERMINATION OF THIS AGREEMENT, A PARTY'S EXCLUSIVE REMEDY AGAINST THE PARTY BREACHING THIS AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS OR BENEFITS OF ANY LAW, RULE OR REGULATION, NOW OR HEREAFTER EXISTING, THAT WOULD, IN THE EVENT OF SUCH PARTY'S MATERIAL BREACH OF THIS AGREEMENT (1) ALLOW SUCH PARTY TO CLAIM THAT THE LIQUIDATED DAMAGES SPECIFIED IN THIS SECTION 10.5.2 ARE UNREASONABLE IN AMOUNT OR CONSTITUTE A PENALTY OR (2) REQUIRE ACI TO PROVE ACTUAL LOSS IN ORDER TO COLLECT THE FULL AMOUNT OF LIQUIDATED DAMAGES.
Liquidated Damages for Breach. The parties agree that the Representative's agreement to provide the representation services contemplated by this Agreement shall involve a commitment of its resources that will not be economically feasible should SBS or any of the Stations fail to perform their obligations under this Agreement. The parties also agree that any such failure by SBS or any Station would cause damages to Representative that would be difficult to determine accurately. Therefore, with the intention of providing a fair and reasonable formula to calculate such damages in an amount which would not be disproportionate to the presumed loss, it is agreed that, if SBS or any Station breaches this Agreement, SBS and such Station shall pay to Representative as liquidated damages, and not as a penalty, an amount equal to (A) the average monthly commissions earned by Representative hereunder during the 12 complete broadcast calendar months preceding such breach (or if Representative has not yet represented such Station for a full 12 broadcast calendar months, applicable prior national gross billing shall be used to derive average monthly commissions), multiplied by (B) the number of calendar months then remaining in the Term and any applicable notice period, plus two months. On receipt by Representative of such payment, this Agreement shall terminate and be of no further force or effect.
Liquidated Damages for Breach. The parties agree that the Representative's agreement to provide the representation services contemplated by this Agreement shall involve a commitment of its resources that will not be economically feasible should Station fail to perform their obligations under this Agreement. The parties also agree that any such failure by Station would cause damages to Representative that would be difficult to determine accurately. Therefore, with the intention of providing a fair and reasonable formula to calculate such damages in an amount which would not be disproportionate to the presumed loss, it is agreed that, if Station breaches this Agreement, Station shall pay to Representative as liquidated damages, and not as a penalty, an amount equal to (A) the average monthly commissions earned by Representative hereunder during the 12 complete broadcast calendar months preceding such breach (or if Representative has not yet represented such Station for a full 12 broadcast calendar months, applicable prior national gross billing shall be used to derive average monthly commissions), multiplied by (B) the number of calendar months then remaining in the Term and any applicable notice period, plus two months. On receipt by Representative of such payment, this Agreement shall terminate and be of no further force or effect.
Liquidated Damages for Breach. You agree that it would be impracticable or impossible to ascertain the amount of actual damages caused to the Company by a breach by you of Sections 8(b) or 8(c) of this Agreement. Therefore, you agree that upon any breach of Sections 8(b) or 8(c)of this Agreement you will forfeit and return to the Company: (a) all amounts paid to you under the Consulting Agreement; (b) any Restricted Stock Units, Performance Stock Units or other equity shares or units that vested after the Separation Date, or the then current fair market value of such equity as of the date of such breach, in cash; and (c) you will forfeit your right to receive any unpaid amounts owed to you under the Consulting Agreement. You agree that this liquidated damages provision represents reasonable compensation for the loss that would be incurred due to any such breach by you. You further agree that any threatened or actual violation or breach of Sections 8 or 10 of this Agreement will constitute immediate and irreparable injury to the Company. You therefore agree that any breach of Sections 8 or 10 of this Agreement is a material breach of this Agreement, and, in addition to any and all other damages and remedies available to the Company upon your breach of this Agreement, the Company shall be entitled to an injunction to prevent you from violating or breaching this Agreement without the obligation of posting a bond or proving actual damages. You agree that if the Company is successful in whole or part in any legal or equitable action against you under this Agreement, you agree to pay all of the costs, including reasonable attorneys’ fees, incurred by the Company in enforcing the terms of this Agreement.
