Liquidated Damages upon Termination Clause Samples
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Liquidated Damages upon Termination. You acknowledge that the premature termination of this Agreement will cause substantial damage to us, the actual amount of which will be difficult to determine. Therefore, if we terminate this Agreement under Subparagraph 14.a. or 14.b. as a result of your breach of this Agreement, or if you owe Liquidated Damages pursuant to Subparagraph 12.b. of this Agreement, or if you unilaterally terminate this Agreement, you will pay us Liquidated Damages for the premature termination of the Agreement. You will owe Liquidated Damages in addition to any outstanding fees and charges owed to us or any of the Entities accruing through the date of termination. Payment of Liquidated Damages is due the earlier of thirty (30) days following termination or the Closing of any Change of Ownership transaction in which a New License is not entered into; except that, if Liquidated Damages become due pursuant to Paragraph 12.b., payment is due thirty (30) days after our demand. Nothing in this Paragraph gives you any right to terminate this Agreement, but provides for the calculation of damages in the event you do so. You agree that Liquidated Damages are not a penalty and represent a reasonable estimate of the minimum just and fair compensation for the damages we will suffer as the result of your failure to operate the Hotel as a System Hotel in compliance with this Agreement for the full License Term, assuming that we would be able to replace the Hotel in the market within a reasonable time. Liquidated Damages for premature termination will be calculated by adding the result of (1) plus the result of (2) where:
(1) is calculated by multiplying the average monthly Gross Rooms Revenue of the Hotel for the twenty-four (24) full calendar-month period immediately before the month of termination by the Monthly Royalty Fee percentage under this Agreement, without applying any discount to the standard fee percentage (this product being the “Average Monthly Royalty Fees”), then multiplying the Average Monthly Royalty Fees by thirty-six (36), or by such lesser multiple as would represent the remaining full or partial months between the date of termination and the expiration of the License Term. If the Hotel has been open and operating as a System Hotel for less than twenty-four (24) months, then we will multiply thirty-six (36) by the greater of (i) the Average Monthly Royalty Fees from the date the Hotel opened as a System Hotel through the month immediately before the month of terminati...
Liquidated Damages upon Termination. If fixed and agreed liquidated damages are provided in the contract, and if the RCUH so terminates the Contractor's right to proceed, the resulting damage will consist of the liquidated damages for the time as may be required for final completion of the work.
Liquidated Damages upon Termination. If the Company terminates Employee’s employment without Cause (except as provided in Section 10(d) below), or if the Employee terminates Employee’s employment for Good Reason, , Employee shall be awarded as liquidated damages caused by any such separation with the Company, the Employee shall be awarded 2% of the units of TrinityCare Senior Living, LLC, or such units as necessary for the Employee and ▇▇. ▇▇▇▇▇▇ ▇. Denson to have 51% of the outstanding units of TrinityCare Senior Living, LLC.
Liquidated Damages upon Termination. In the event Landlord elects to terminate this Lease pursuant to Section 17.2.2 above, Tenant shall pay to Landlord on demand, as liquidated damages, all Rent accrued and in arrears through the date of termination, plus, at Landlord’s election, either (a) an amount equal to the difference between (i) the aggregate of all Rent reserved under this Lease for the balance of the Term (including both Minimum Rent and Tenant’s Tax Share of Real Estate Taxes and Tenant’s Expense Share of Operating Expenses which would be owing for the remainder of the Term, as reasonably estimated by Landlord), and (ii) the fair rental value of the Premises for that period as of the date of such termination, as reasonably determined by Landlord based on the most recent leases of comparable space executed or then under negotiation at the Building; or (b) the aggregate of (i) the unamortized portion of any Construction Allowance paid by Landlord under Section 7, above, as of the date of termination, assuming that the Construction Allowance were amortized on a straight line basis over the entire Term at a fixed interest rate of ten percent (10%) per annum, and (ii) twenty-five percent (25%) of the balance of the Minimum Rent and monthly payments owing with respect to Tenant’s Tax Share of Real Estate Taxes and Tenant’s Expense Share of Operating Expenses from the date of said termination to the end of the Term of this Lease (if the same had not been terminated), to be computed as follows:
Liquidated Damages upon Termination. (a) If the Seller terminates this Agreement pursuant to Section 11.1(b) or (c), then Seller shall be entitled to liquidated damages equal to $360,000 (the "Seller Breakup Fee").
(b) If the Buyer terminates this Agreement pursuant to Section 11.1(d) (except that adverse action by the Missouri Attorney General shall not give rise to such entitlement to the Buyer Breakup Fee) or Section 11.1(e), then Buyer shall be entitled to liquidated damages equal to $360,000 (the "Buyer Breakup Fee").
(c) The Seller Breakup Fee or the Buyer Breakup Fee, as applicable, shall be payable by the applicable party in cash by wire transfer of immediately available funds within 20 business days following termination of the Agreement in the manner described in Sections 11.2(a) and 11.2(b).
Liquidated Damages upon Termination. If a Seller terminates this Agreement at a time more than 90 days after the Effective Date pursuant to Section 12.1(d) when Sellers are otherwise ready, willing and able to proceed to Closing but Purchaser refuses to do so, and provided that all conditions under ARTICLE IX have been met or waived, then Purchaser shall pay to each Seller, as such Seller’s sole remedy, the sum of $10,000,000 (ten million dollars) as liquidated damages and not as a penalty.