Liquidated Damages Reasonable. The Parties acknowledge and agree that actual damages for Contractor’s failure to successfully pass the Performance Tests and achieve the relevant milestones by the Applicable Deadlines are difficult to determine and that the liquidated damages set forth herein are reasonable and appropriate measures of the damages for such failure, are apportioned in a fair and appropriate manner including with respect to any lump-sum liquidated damages that may be payable in respect of any single day of delay, and do not represent a penalty. If Contractor, any Contractor Guarantor or anyone on its behalf successfully challenges the applicable rate of any liquidated damages, Contractor specifically agrees to pay Owner all actual damages incurred by Owner 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 Owner in proving the same, without regard to any limitations whatsoever set forth herein.
Liquidated Damages Reasonable. Concessionaire and Contractor hereby acknowledge and agree that the terms, conditions and amounts fixed pursuant to Section 7.2 for Late Completion Payments and pursuant to Section 7.5 for Lane Closure Payment are fair and reasonable, considering the reduction in value of the DB Project to Concessionaire and the actual costs that Concessionaire will incur in the event of Contractor’s failure to achieve Substantial Completion by the Guaranteed Substantial Completion Date and/or Final Acceptance by the Guaranteed Final Acceptance Date or to re-open the lanes to traffic after the temporary closure thereof. The amount of liquidated damages is agreed upon and fixed hereunder because of the difficulty of ascertaining the exact amount of Losses that will be actually incurred by Concessionaire for late occurrence of Substantial Completion, Final Acceptance or lane re- opening, and Concessionaire and Contractor agree that the liquidated damages amounts specified in Sections 7.2 and 7.5 represent a reasonable estimate of fair compensation of Losses that may be reasonably anticipated for such late occurrences and shall be applicable regardless of the amount of such costs actually incurred by Concessionaire.
Liquidated Damages Reasonable. The Parties agree that the extent and amount of loss or damage to Owner as result of Contractor's failure (a) to achieve Block Substantial Completion by the Guaranteed Block Substantial Completion Date of a Block, (b) to achieve Facility Substantial Completion by the Guaranteed Facility Substantial Completion Date and (c) to achieve the Guaranteed Capacity for a Block or the Facility is impractical and difficult to determine with certainty. The Parties agree that such liquidated damages are a genuine pre-estimate of the damages suffered by Owner by reason of Contractor's failure to achieve or cause the Project to satisfy, obtain or achieve each Guaranteed Block Substantial Completion Date, the Guaranteed Facility Substantial Completion Date or the Guaranteed Capacity for a Block or the Facility and are not intended as a penalty. ***, the amounts payable by Contractor to Owner under this Article 17 shall be Contractor's sole and exclusive liability to Owner, and Owner's sole and exclusive remedy, with respect to Contractor's failure (i) to achieve Block Substantial Completion of a Block by its Guaranteed Block Substantial Completion Date, (ii) to achieve Facility Substantial Completion by the Guaranteed Facility Substantial Completion Date or (iii) to achieve the Guaranteed Capacity for a Block or the Facility. If Contractor fails to pay any Block Delay Liquidated Damages, Facility Delay Liquidated Damages, Block Capacity Liquidated Damages or Final Capacity Liquidated Damages owing under this Article 17, Owner may deduct the amount thereof from any payment due, or that may become due, to Contractor under this Agreement or if no payment is due, may invoice Contractor for such amount. Nothing in this Article 17 shall be construed as relieving Contractor of its obligation to achieve Facility Substantial Completion.
Liquidated Damages Reasonable. The Parties acknowledge and agree that actual damages for Contractor’s failure to successfully pass the Performance Tests and achieve the relevant milestones by the Applicable Deadlines are difficult to determine and that the liquidated damages set forth herein are reasonable and appropriate measures of the damages for such failure, are apportioned in a fair and appropriate manner including with respect to any lump-sum liquidated damages that may be payable in respect of any single day of delay, and do not represent a penalty. If Contractor, the Contractor Guarantor or anyone on its behalf successfully challenges the applicable rate of any liquidated damages, Contractor specifically agrees to pay Owner all actual damages incurred by Owner 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 Owner in proving the same, without regard to any limitations whatsoever set forth herein. Notwithstanding any provision to the contrary and except as provided in Section 31.2.1 (in respect of a Contractor event of default described in Section 31.1.9), Contractor’s payment of liquidated damages shall constitute Owner’s exclusive remedy for Contractor’s failure to achieve the relevant milestones by the Applicable Deadlines.
Liquidated Damages Reasonable. The Purchaser and the Contractor hereby acknowledge and agree that the terms, conditions and amounts fixed pursuant to this Clause 34 for delay liquidated damages are reasonable and shall be deemed to be the genuine pre-estimate and reasonable loss which the Purchaser will suffer, considering the reduction in the value of the Plant or losses that the Purchaser will sustain in the event of the Contractor's failure to achieve Final Performance Acceptance within the Time for Completion. The amounts of these liquidated damages are agreed upon and fixed hereunder by the Parties because of the difficulty of ascertaining on the date hereof the exact amount of such reduction in value or losses that will actually be sustained by the Purchaser in the event of any such failure by the Contractor, and the Parties hereby agree that the liquidated damages amounts specified herein shall be applicable regardless of the amount of such reduction in value or losses actually sustained by the Purchaser and, subject to the provisions of Clause 44 hereof and the Purchaser's rights to terminate this Contract pursuant to Clause 46 hereof, shall be in lieu of all remedies and damages for failure to achieve the Final Performance Acceptance within the Time for Completion. In the event that the Purchaser is held or declared by any Court of Law not to be entitled to recover the abovesaid liquidated damages under this Clause for any reason whatsoever, the Purchaser shall remain entitled to recover such losses, expenses, costs or damages as the Purchaser would be entitled to at law in the absence of the right to recover the abovesaid liquidated damages.
Liquidated Damages Reasonable. The Purchaser and the Contractor hereby acknowledge and agree that the terms, conditions and amounts fixed pursuant to this Clause 35 for performance liquidated damages are reasonable, considering the reduction in the value of the Plant or losses that the Purchaser will sustain in the event of the Contractor's failure to achieve the Performance Guarantees. The amounts of these liquidated damages are agreed upon and fixed hereunder by the Parties because of the difficulty of ascertaining on the date hereof the exact amount of such reduction in value or losses that will actually be sustained by the Purchaser in the event of any such failure by the Contractor, and the Parties hereby agree that the liquidated damages amounts specified herein shall be applicable regardless of the amount of such reduction in value or losses actually sustained by the Purchaser and, subject to the provisions of Clause 44 hereof and the Purchaser's rights to terminate this Contract pursuant to Clause 46 hereof, shall be in lieu of all remedies and damages for failure to achieve the Performance Guarantees by such date.
Liquidated Damages Reasonable. The General Contractor and the Contractor hereby acknowledge and agree that the terms, conditions and amounts fixed pursuant to this Article 8 for liquidated damages are reasonable, considering the damages that the General Contractor would sustain in the event of the Contractor's failure to achieve the above schedule guarantees. These amounts are agreed upon and fixed as liquidated damages because of the difficulty of ascertaining as of the date hereof the exact amount of damages that would be sustained in such event. Notwithstanding the first sentences of Section 8.2 and 8.3, such payment of liquidated damages shall not affect the General Contractor's rights provided in Article 15. Liquidated damages for failure to achieve the schedule guarantees set forth in Section 8.1 shall not be reduced by any revenues received by the General Contractor from the sale of produce from the Greenhouse.
Liquidated Damages Reasonable. It is understood and agreed between Contractor and Owner that: (a) Contractor’s failure to meet the Guaranteed Xxxx 0 Xxxxxxxxxxx Xxxxxxxxxx Date and the Guaranteed Xxxx 0 Xxxxxxxxxxx Xxxxxxxxxx as set forth in Exhibit E, will cause Owner to suffer substantial damages; (b) Owner’s loss from failure to achieve Xxxx 0 Xxxxxxxxxxx Xxxxxxxxxx on or before the Guaranteed Xxxx 0 Xxxxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxx, Xxxx 0 Provisional Acceptance by the Guaranteed Xxxx 0 Provisional Acceptance Date, or failure of the Work to comply with any of the Performance Guarantees would be uncertain and impossible to determine or quantify with precision; (c) the provisions set forth in this Section both limit the liability of Contractor and establish agreed compensation and damages; (d) such provisions represent a reasonable endeavor on the part of Contractor and Owner to estimate fair and reasonable compensation for the foreseeable damages from each of the potential events for which liquidated damages are provided in Exhibit S; and (e) subject to the limitations on liquidated damages contained in this Article and Exhibit S, such liquidated damages are cumulative.
Liquidated Damages Reasonable. The Parties agree that the extent and amount of loss or damage to Owner as a result of Contractor’s failure (a) to achieve the Construction Start Date by the Guaranteed Constriction Start Date, (b) to achieve Substantial Completion by the Guaranteed Substantial Completion Date and (c) to achieve the Guaranteed Capacity for the Facility is impractical and difficult to determine with certainty. The Parties agree that Liquidated Damages are a genuine pre-estimate of the damages suffered by Owner by reason of Contractor’s failure to achieve, or failure to cause the Facility to satisfy, obtain or achieve, the Guaranteed Construction Start Date, Guaranteed Substantial Completion Date or the Guaranteed Capacity for
Liquidated Damages Reasonable. The parties hereto hereby agree that it would be impracticable and extremely difficult to ascertain the actual damages suffered by the Company or the Parent as a result of the other's termination without cause of this Agreement, and that under the circumstances existing as of the date of this Agreement, the liquidated damages provided for in this section represent a reasonable estimate of the damages which the Company or the Parent would incur as a result of such breach. The parties hereto hereby acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to the Company or the Parent, as applicable.
