Liquidated Damages Not a Penalty. With respect to the liquidated damages as described and provided for in Section 9.4 hereof, Sellers and Buyer hereby acknowledge and agree that the damage that may be suffered by Sellers in the event of a default by Buyer hereunder is not readily ascertainable and that such liquidated damages as of the date hereof are a reasonable estimate of such damages and are intended to compensate Sellers for any such damage and are not to be construed as a penalty.
Liquidated Damages Not a Penalty. EPC Contractor hereby waives the argument that the Liquidated Damages are equivalent to the assessment of a penalty on EPC Contractor. Client may deduct the aforesaid Liquidated Damages from any unpaid amount then or thereafter due to EPC Contractor under this Agreement. Any Liquidated Damages not so deducted from any unpaid amounts due to EPC Contractor shall be immediately due and payable to Client upon demand.
Liquidated Damages Not a Penalty. The Parties acknowledge and agree that because of the unique nature of the Turbine Equipment and the unavailability of substitute equipment, it is difficult or impossible to determine with precision the amount of damages that would or might be incurred by Buyer as a result of Supplier’s failure to deliver the Turbine Equipment by the Guaranteed Delivery Date. It is understood and agreed by the Parties that (a) Buyer shall be damaged by failure of Supplier to meet such obligations, (b) it would be impracticable or extremely difficult to fix the actual damages resulting therefrom, (c) any sums which would be payable under this are in the nature of liquidated damages, and not a penalty, and are fair and reasonable, and (d)each payment represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from each such failure, and shall, without duplication, be the sole and exclusive measure of damages with respect to any such failure by Supplier.
Liquidated Damages Not a Penalty. It is expressly agreed that Liquidated Damages payable under this Agreement do not constitute a penalty and that the Parties, having negotiated in good faith for such specific Liquidated Damages and having agreed that the amount of such Liquidated Damages is reasonable in light of the anticipated harm caused by the breach related thereto and the difficulties of proof of loss and inconvenience or nonfeasibility of obtaining any adequate remedy, are estopped from contesting the validity or enforceability of such Liquidated Damages. In the event any Liquidated Damages are held to be unenforceable due to the urging by or on behalf of any member of the Willbros Group, Willbros specifically agrees to pay Cheniere all actual damages incurred by Cheniere in connection with such breach, including any and all consequential damages (such as loss of profits and revenues, business interruption, loss of opportunity and use) and all costs incurred by Cheniere in proving the same.
Liquidated Damages Not a Penalty. The Parties acknowledge and agree that because of the unique nature of the System and the potential unavailability of a substitute customer for the System, it is difficult or impossible to determine with precision the amount of damages that would or might be incurred by Supplier as a result of Customer’s failure to perform its obligations hereunder for the full Initial Delivery Term. It is understood and agreed by the Parties that (a) Supplier shall be damaged by failure of Customer to meet such obligations, (b) it would be impracticable or extremely difficult to fix the actual damages resulting therefrom, (c) any sums which would be payable under Section 10.2(a)(i) are in the nature of liquidated damages, and not a penalty, and are fair and reasonable, and (d) each payment represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from such failure.
Liquidated Damages Not a Penalty. The Parties acknowledge and agree that because of the unique nature of the WTGs, the Infrastructure Facilities and the Project and the unavailability of substitute equipment, it is difficult or impossible to determine with precision the amount of damages that would or might be incurred by Owner as a result of Contractor’s failure to achieve Project Substantial Completion by the Guaranteed Project Substantial Completion Date. It is understood and agreed by the Parties that (a) Owner shall be disadvantaged by failure of Contractor to meet such obligations, (b) it would be impracticable or extremely difficult to quantify the amount of time Owner’s disadvantage resulting therefrom, (c) any sums which would be payable under Section 6.9 and/or Section 11.4 are in the nature of liquidated damages are fair and reasonable, and (d) such payments represent a reasonable estimate of damages, and shall, without duplication, be the sole and exclusive remedy of Owner with respect to any such failure by Contractor (but without limiting Contractor’s obligation to achieve Project Substantial Completion).
Liquidated Damages Not a Penalty. The Parties acknowledge and agree that it may be difficult or impossible to determine with precision the amount of damages that would or might be incurred by Sunrun or Assignee as a result of Contractor’s failure, under each Addendum, to comply with the obligations set forth in Section 4.5 (Delay Fees and Financial Fund Delay Fees), and Section 10.1 (ITC Damages) . It is understood and agreed that: (i) Sunrun may be damaged by Contractor’s failure to meet such obligations; (ii) it would be impractical or extremely difficult to fix the actual damages resulting therefrom; and (iii) any sums payable under this Contract for failure to meet such obligations are in the nature of liquidated damages, and not a penalty, and are fair and reasonable estimate of compensation for the losses that Sunrun may reasonably be anticipated to incur by such failure .
Liquidated Damages Not a Penalty. The Parties acknowledge and agree that actual damages, costs or expenses of any delay of the Closing Date or the Commercial Operation Date would be difficult to ascertain and that the liquidated damages remedy provided for in this Section 6.3 is a fair and equitable amount to reimburse any Purchaser Indemnified Parties for damages sustained due to such delay and is not a penalty. On and after the Closing Date, the remedies set forth in this Section 6.3 shall be the sole and exclusive remedy of the Purchaser Indemnified Parties for failure to achieve (a) the Closing Date by the Closing Deadline and (b) the Commercial Operation Date by the Commercial Operation Deadline, and the Purchaser Indemnified Parties shall not be entitled to a rescission of this Agreement or to any further indemnification rights or claims of any nature whatsoever in respect of such delay.
Liquidated Damages Not a Penalty. The parties acknowledge and agree that in each instance where liquidated damages are provided for as the remedy of the non-defaulting party in this Agreement, such party's actual damages are difficult to measure, such liquidated damages are reasonable compensation to the non-defaulting party for its damages and such liquidated damages are not a penalty. Nothing set forth in this Agreement shall limit or effect either party's right to assert an action for price or payment for Utilities or hydrogen described hereunder.
Liquidated Damages Not a Penalty. With respect to the liquidated damages provided for in Section 11.3, the ACME Entities and Buyer agree that neither the damage that may be suffered by Buyer if this Agreement is terminated pursuant to Section 11.1(a)(viii) nor the damage that may be suffered by the ACME Entities if the transactions contemplated by this Agreement are not consummated as a result of Buyer's wrongful failure to close hereunder in accordance with Section 11.3(iii), is readily ascertainable and as such liquidated damages on the date hereof are a reasonable estimate of such damages and are intended to compensate the injured party(ies) for any such damage and are not intended to be construed as a penalty.
