Common use of Liquidated Damages Reasonable Clause in Contracts

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.