Liquidated Damages Specific Performance a) You agree that it would be impracticable or extremely difficult to ascertain the amount of actual damages caused by breach of paragraph (4), Non-Competition and Non-Solicitation, of this Agreement. Therefore, you agree that, in the event of such a breach, the Company will be entitled to withhold further payments of all Consulting Fees, recover all Consulting Fees already paid to you, and obtain such injunctive and other relief as appropriate. You further agree that this liquidated damage provision represents reasonable compensation for the loss which would be incurred by the Company because of any such breach.
b) In the event you claim that the Company is in breach of this Agreement, in addition to any other remedies available to you, you shall be entitled to obtain specific performance of this Agreement.
c) In the event either party litigates enforcement of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and pre-judgment interest on amounts due but not paid. Interest shall be at a rate equal to two percent (2%) above the prime rate announced by the Company’s primary lender.
Liquidated Damages Specific Performance a) Consultant agrees that it would be impracticable or extremely difficult to ascertain the amount of actual damages caused by breach of Article (4), Non-Competition and Non-Solicitation, of this Agreement. Therefore, Consultant agrees that, in the event of such a breach, the Company will be entitled to withhold further payments of all Consulting Fees, recover all Consulting Fees already paid to Consultant, and obtain such injunctive and other relief as appropriate. Consultant further agree that this liquidated damage provision represents reasonable compensation for the loss which would be incurred by the Company because of any such breach. b) In the event Consultant claims that the Company is in breach of this Agreement, in addition to any other remedies available to Consultant, Consultant shall be entitled to obtain specific performance of this Agreement.
Liquidated Damages Specific Performance. (a) In the event:
(i) Parent fails to consummate the Merger by the Termination Date (as such date may be adjusted pursuant to Section 14.1 (b)) other than by reason of Parent’s termination of this Agreement pursuant to Sections 14.1(a), 14.1(b)(but only if the Commitment Letter or a replacement thereof is in effect as of such termination, unless the failure to have the Commitment Letter or a replacement thereof in effect as of such termination is a result of a Company Material Adverse Effect or a breach by the Company of any of its obligations under this Agreement), 14.1(d), 14.1(e) or 14.1(f); or
(ii) the Company terminates this Agreement pursuant to Sections 14.1(c) or Section 14.1(g) (unless the termination of the Commitment Letter or Parent’s inability to replace the Commitment Letter within 30 Business Days is a result of a Company Material Adverse Effect or a breach by the Company of any of its obligations under this Agreement), then Parent shall, subject to the right to cure any such breach in accordance with Section 14.1(c) hereof, pay liquidated damages of $4,000,000 (the “Termination Fee”) to the Company. The parties hereto agree that the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. The parties further agree that in the event any payment of the Termination Fee is made by Parent to the Company pursuant to this Section 14.2, the Termination Fee paid shall be the exclusive remedy available to the Company and the Stockholders, and, upon payment of such amount by Parent, Parent and Merger Sub shall have no further liability to the Company and the Stockholders hereunder. Any such payment or reimbursement shall be made within five (5) Business Days after receipt of written notice from the Company requesting payment thereof.
(b) The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Company in accordance with their specific terms or were otherwise breached. It is accordingly agreed that prior to the termination of this Agreement by Parent in accordance with Section 14.1(d), Parent will be entitl...
Liquidated Damages Specific Performance. 20.2.1 If this Agreement is terminated pursuant to Section 20.1(b) the parties agree and acknowledge that the parties will suffer damages that are not practicable to ascertain. Accordingly, in the event this Agreement is terminated pursuant to Section 20.1(b)(i), Chancellor shall be entitled to the sum of Two Million Dollars ($2,000,000) as liquidated damages, payable solely and exclusively by drawing upon the Escrow Deposit pursuant to the Escrow Agreement. In the event this Agreement is terminated pursuant to Section 20.1(b)(ii), ARS shall be entitled to the sum of Three Hundred Fifty Thousand Dollars ($350,000) as liquidated damages payable solely and exclusively by drawing upon the Escrow Deposit pursuant to the Escrow Agreement. The parties agree that the foregoing liquidated damages are reasonable considering all the circumstances existing as of the date hereof and constitute the parties' good faith estimate of the actual damages reasonably expected to result from the termination of this Agreement pursuant to Section 20.1(b). Section 20.2.1 shall be their sole and exclusive remedy if the Closing does not occur with respect to any damages whatsoever as a result of any claim or cause of action asserted by Sellers relating to or arising from breaches of the representations, warranties or covenants contained in this Agreement and to be made or performed at or prior to the Closing. Except for a termination pursuant to Section 20.1(b) (for which the sole recourse of ARS, as the Seller of the California Station, or Chancellor, as the Seller of the Florida Stations shall be as provided in this Section 20.2.1 or pursuant to Section 20.1(a) (for which no party shall have any liability to the other), the termination of this Agreement shall not relieve the parties for any liability or obligation relating the their breaches of this Agreement occurring prior to such termination.
20.2.2 The parties hereto agree that the broadcast stations subject to this Exchange Agreement are unique and the harm to either ARS, as the Florida Stations' Buyer, or Chancellor, as the California Station's Buyer from breach by ARS, as the California Station's Seller, or Chancellor, as the Florida Stations' Seller, cannot adequately be compensated by damages. Therefore, the parties hereto agree that either party shall have the right to have this Exchange Agreement specifically performed by the other party as a Seller as follows:
(a) In the event of an uncured breach by ARS, as Seller of ...
Liquidated Damages Specific Performance a. The STEP Parties, on behalf of themselves and their respective Principals and Affiliates, hereby agree that, if it, he or they (or any of their respective Principals and Affiliates) breach(es) in any material respect any representation, warranty, covenant or other provision in this Agreement, then it, he or they will be liable to pay UAHC $623,681.52 in cash, not as a penalty but as liquidated damages for the breach, with such payment to be made within 30 days after a final judgment establishing the breach has been rendered by a court of competent jurisdiction. If there is more than one breaching Party, the obligation to pay liquidated damages will be joint and several.
b. The UAHC Parties, on behalf of themselves and their respective Principals and Affiliates, hereby agree that, if it, he or they (or any of their respective Principals and Affiliates) breach(es) in any material respect any representation, warranty, covenant or other provision in this Agreement, then it, he or they will be liable to pay STEP $623,681.52 in cash, not as a penalty but as liquidated damages for the breach, with such payment to be made within 30 days after a final judgment establishing the breach has been rendered by a court of competent jurisdiction; provided, however, notwithstanding anything to the contrary contained herein, that any claim based on amounts owing pursuant to Section 2(f) above shall only be for the amounts owing, and not for the liquidation damages amount contained in this Section. If there is more than one breaching Party, the obligation to pay liquidated damages will be joint and several.
c. The Parties hereby agree that each Party shall have the right to xxx for specific performance of this Agreement, as well as declaratory and injunctive relief.
Liquidated Damages Specific Performance. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT AT THE TIME OF MAKING THIS AGREEMENT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER BY REASON OF ANY DEFAULT BY BUYER IN THE TIMELY PERFORMANCE OF ITS OBLIGATION TO PURCHASE THE PROPERTY AS PROVIDED HEREIN. THE PARTIES HERETO FURTHER AGREE THAT THEIR BEST ESTIMATE, BASED ON ALL RELEVANT FACTS, OF THE TOTAL DAMAGE THAT SELLER WOULD SUFFER IN THE EVENT OF ANY DEFAULT IN THE TIMELY PERFORMANCE BY BUYER OF BUYER'S OBLIGATION TO PURCHASE THE PROPERTY, IS AND SHALL BE FIFTY THOUSAND DOLLARS ($50,000.00). ACCORDINGLY, IN THE EVENT BUYER FAILS TO PERFORM ITS OBLIGATION TO PURCHASE THE PROPERTY UNDER THIS AGREEMENT, UNLESS SELLER IS THEN IN DEFAULT HEREUNDER, SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER AND SELLER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY, TO RETAIN THE AMOUNT OF THE DEPOSIT THERETOFORE RELEASED TO SELLER FROM THE ESCROW AS LIQUIDATED DAMAGES. SELLER AND BUYER HAVE BOTH PLACED THEIR INITIALS IN THE SPACES BELOW TO INDICATE THAT THEY HAVE READ, UNDERSTAND AND AGREE TO THIS LIQUIDATED DAMAGES PROVISION.
Liquidated Damages Specific Performance. 17 Section 6.1. Liquidated Damages.........................17
Liquidated Damages Specific Performance. A. Seller and Buyer acknowledge that it would be extremely impractical and difficult to ascertain actual damages that would be suffered by Seller if Buyer fails to consummate the purchase of the Properties as and when contemplated by this Agreement. Accordingly, if Buyer fails to close the transaction for purchase of the Properties when required by this Agreement, the Deposit and any interest accrued thereon shall be delivered by Title Company to Seller as liquidated damages as Seller’s sole and exclusive remedy for Buyer’s breach or default, whereupon this Agreement shall terminate and Buyer and Seller shall be relieved of further liability hereunder, at law or in equity.
B. If Seller shall be in material breach of any obligation of Seller under this Agreement and shall not have cured such breach on or prior to the Closing Date, Buyer may terminate this Agreement and/or pursue all remedies provided at law or in equity, including specific performance. If this Agreement is terminated by Buyer pursuant to this paragraph, the Deposit shall be immediately returned to Buyer.
Liquidated Damages Specific Performance. If Purchaser defaults under this agreement, Sellers as their sole remedy shall be entitled to declare this agreement null and void and to retain the Deposit and any other sums paid by Purchaser hereunder as liquidated damages, whereupon this agreement shall terminate (but the Ancillary Agreements shall survive) and neither Sellers nor Purchaser shall have any further claim against the other, except insofar as the representations and warranties made by Purchaser with respect to the Securities delivered upon execution of this agreement or at closing and under the registration rights agreement shall survive. [If Purchaser shall have deposited marketable securities pursuant to 2(a)(ii) above, such shall be liquidated, with Purchaser being entitled to the excess proceeds over $50,000 and Purchaser remaining liable for the deficiency under $50,000.] If Sellers (or either of the Schwartz Group or Bass) defaulxx xxxxr this agreement, Purchaser shall be entitled to seek specific performance from the defaulting party.
Liquidated Damages Specific Performance. Buyer and Seller acknowledge that it would be extremely impractical and difficult to ascertain the actual damages that would be suffered by Seller if Buyer fails to consummate the Transactions contemplated herein (for any reason other than Seller's failure, refusal or inability to perform any of Seller's covenants and agreements hereunder or the failure of any other of the conditions to Buyer's obligation to consummate the Transactions herein). Buyer and Seller have considered carefully the loss to Seller that would result from the failure of the Transactions to be consummated as a result of a breach or default hereunder by Buyer; and other damages that Seller will sustain but which Seller cannot calculate with absolute certainty. Based on all those considerations, Buyer and Seller have agreed that the damage to Seller would reasonably be expected to amount to the sum of Six Million Nine Hundred Thousand dollars ($6,900,000). Accordingly, if all conditions precedent to Buyer's obligation to consummate the Transactions contemplated herein have been waived (or deemed waived) by Buyer or satisfied and if Seller has performed its covenants and agreements hereunder but Buyer has breached its covenants and agreements hereunder and has failed, refused or is unable to consummate the Transactions contemplated herein by the Closing Date, then Escrow Agent shall pay to Seller from the Initial Payment, the sum of Six Million Nine Hundred Thousand dollars ($6,900,000) as full and complete liquidated damages, and not as a penalty, and shall constitute Seller's sole and exclusive remedy for such breach. Upon payment of the sum of Six Million Nine Hundred Thousand dollars ($6,900,000) to Seller, as above provided, Buyer shall have no further obligation or liability under this Agreement. If Seller has breached its covenants and agreements under this Agreement and has failed, refused or is unable to consummate the Transactions contemplated herein or if any conditions to Buyer's obligation to consummate the Transactions contemplated herein have not been waived (or deemed waived) by Buyer or satisfied by the Closing Date, then Escrow Agent, upon the request of Buyer, shall return the Initial Payment and interest thereon to Buyer and, in addition, Buyer shall be entitled to the payment of interest in accordance with Section 2.1.3(c); provided, however, that such return shall not limit Buyer's right to maintain an action for breach of this Agreement, damages, specific performan...
