Common use of Liquidated Damages for Breach of Exclusivity Clause in Contracts

Liquidated Damages for Breach of Exclusivity. The parties acknowledge and agree that if Client fails to comply with its obligations under this Agreement regarding exclusivity as further set forth in Section 6 (c)(iv) of the Reg A Order Form and Section 7(c)(iv) of the Reg D Order Form, respectively, then (i) the limitations of liability of this Section 8 do not apply; (ii) the actual and consequential damages suffered by Company are uncertain and difficult to calculate with exactness as of the Effective Date; (iii) the amount fixed as liquidated damages payable to Company are set forth in below (“Liquidated Damages”); (iv) the Liquidated Damages are fair, and not disproportionate to Company’s probable loss; and (v) Client waives the right to object to the validity of the Liquidated Damages on the grounds that they are void as penalties or are not reasonably related to actual damages. The Liquidated Damages for a Reg A Offering are the greater of: (x) 8% of the gross amount raised by Client or its affiliates in the breaching Individual Investments; or (y) amount of Base Transaction Fee Company would have been due from Client if Client did not breach Section 4(a)(iv). The Liquidated Damages for a Reg D Offering is 8% of the gross amount raised by Client or its affiliates in the breaching Individual Investment. Company is entitled to recover its reasonable attorney’s fees if it prevails in an action seeking Liquidated Damages.

Liquidated Damages for Breach of Exclusivity. The parties acknowledge and agree that if Client fails to comply with its obligations under this Agreement regarding exclusivity as further set forth in Section 6 (c)(iv) of the Reg A Order Form and Section 7(c)(iv6(c)(iv) of the Reg D Order Form, respectively, then (i) the limitations of liability of this Section 8 do not apply; (ii) the actual and consequential damages suffered by Company are uncertain and difficult to calculate with exactness as of the Effective Date; (iii) the amount fixed as liquidated damages payable to Company are set forth in below (“Liquidated Damages”); (iv) the Liquidated Damages are fair, and not disproportionate to Company’s probable loss; and (v) Client waives the right to object to the validity of the Liquidated Damages on the grounds that they are void as penalties or are not reasonably related to actual damages. The Liquidated Damages for a Reg A Offering are the greater of: (x) 8% of the gross amount raised by Client or its affiliates in the breaching Individual Investments; or (y) amount of Base Transaction Fee Company would have been due from Client if Client did not breach Section 4(a)(iv). The Liquidated Damages for a Reg D Offering is 8% of the gross amount raised by Client or its affiliates in the breaching Individual Investment. Company is entitled to recover its reasonable attorney’s fees if it prevails in an action seeking Liquidated Damages.