Common use of Liquidated Damages upon Termination by Us Clause in Contracts

Liquidated Damages upon Termination by Us. If we terminate the Agreement under Subparagraphs 14.a. or 14.b. above, you acknowledge that your default will cause substantial damage to us, the actual amount of which will be difficult to determine. Therefore, you agree that if we terminate this Agreement under Subparagraphs 14.a. or 14.b. as a result of your default or breach of this Agreement, or if you unilaterally terminate this Agreement without cause, which is not authorized and which would be a material breach of this Agreement, then upon termination you must pay us a lump-sum payment equal to the sum of the following: (i) all amounts owed to us for periods prior to the date of termination, plus (ii) as liquidated damages for the future Monthly Royalty Fees and Monthly Program Fees we will lose, a "Termination Fee" determined by multiplying the average of the Monthly Royalty Fees and Monthly Program Fees (collectively, the "Average Monthly Fees") you owed us for the twenty-four (24) month period immediately preceding the month of termination, 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 for less than twenty-four (24) months, then in calculating the Termination Fee we will multiply thirty-six (36) by the greater of a) the Average Monthly Fees you owed us from the Opening Date through the month immediately preceding the month of termination, and b) the average Monthly Royalty Fees and Monthly Program Fees per Guest Room owed to us by all System hotels in operation throughout the same twenty-four (24) month period, multiplied by the number of Guest Rooms in the Hotel. The Termination Fee is intended to compensate us only for the value lost in Monthly Royalty Fees and Monthly Program Fees as a result of the early termination of the Agreement, and you agree that you remain liable for all other obligations and claims under the Agreement, including obligations following termination under Subparagraphs 5.c., 5.d., 8.c., 14.d. and Paragraph 9 and liabilities arising out of your breach or default.

Liquidated Damages upon Termination by Us. If we terminate the Agreement under Subparagraphs 14.a. or 14.b. above, you acknowledge that your default will cause substantial damage to us, the actual amount of which will be difficult to determine. Therefore, you agree that if we terminate this Agreement under Subparagraphs 14.a. or 14.b. as a result of your default or breach of this Agreement, or if you unilaterally terminate this Agreement without cause, which is not authorized and which would be a material breach of this Agreement, then then, upon termination termination, we will be entitled to recover, and you must promptly pay us a lump-sum payment equal to the sum of the following: upon demand: (i1) all amounts outstanding fees and charges owed to us us, Hilton and the Entities under this Agreement for periods prior up to the date of termination, plus including amounts accrued but not yet billed; plus (ii2) as liquidated damages for the future Monthly Royalty Fees and Monthly Program Fees we will lose, a "“Termination Fee" determined ” calculated by adding the result of (a) plus the result of (b) where: (a) is calculated by multiplying the average monthly Gross Rooms Revenue of the Monthly Royalty Fees and Monthly Program Fees (collectively, the "Average Monthly Fees") you owed us Hotel for the twenty-four (24) full calendar-month period immediately preceding before the month of terminationtermination by the Monthly Royalty Fee percentage under this Agreement excluding any percentage fee discount (this product, 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 in calculating the Termination Fee we will multiply thirty-six (36) by the greater of a) the Average Monthly Royalty Fees you owed us from the Opening Date date the Hotel opened as a System hotel through the month immediately preceding before the month of termination, and b) the average Monthly Royalty Fees per Guest Room owed to us by all System hotels in operation over the twelve (12) full calendar-month period immediately before the month of termination, multiplied by the number of Guest Rooms in the Hotel. and (b) 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 Program Fee percentage under this Agreement excluding any percentage fee discount (this product, the “Average Monthly Program Fees”), then multiplying the Average Monthly Program Fees by twelve (12), 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 twelve (12) by the greater of a) the Average Monthly Program Fees from the date the Hotel opened as a System hotel through the month immediately before the month of termination, and b) the average Monthly Program Fees per Guest Room owed to us by all System hotels in operation throughout over the same twentytwelve (12) full calendar-four (24) month periodperiod immediately before the month of termination, multiplied by the number of Guest Rooms in the Hotel. The Termination Fee is intended to compensate us only for the value lost in Monthly Royalty Fees and Monthly Program Fees as a result of the early termination of the Agreement, and you agree that you will remain liable for all other obligations and claims under the Agreement, including obligations following termination under Subparagraphs 5.c., 5.d., 8.c., 14.d. and Paragraph 9 and liabilities arising out of your breach or default.

Liquidated Damages upon Termination by Us. If we terminate the Agreement under Subparagraphs 14.a. or 14.b. above, you acknowledge that your default will cause substantial damage to us, the actual amount of which will be difficult to determine. Therefore, you agree that if we terminate this Agreement under Subparagraphs 14.a. or 14.b. as a result of your default or breach of this Agreement, or if you unilaterally terminate this Agreement without cause, which is not authorized and which would be a material breach of this Agreement, then upon termination you must pay us a lump-sum payment equal to the sum of the following: (i) all amounts owed to us for periods prior to the date of termination, plus (ii) as liquidated damages for the future Monthly Royalty Fees and Monthly Program Fees we will lose, a "Termination Fee" determined by multiplying the average of the Monthly Royalty Fees and Monthly Program Fees (collectively, the "Average Monthly Fees") you owed us with respect to the Hotel for the twenty-four (24) month period immediately preceding the month of termination, 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 for less than twenty-four (24) months, then in calculating the Termination Fee we will multiply thirty-six (36) by the greater of a) the Average Monthly Fees you owed us from the Opening Date through the month immediately preceding the month of termination, and b) the average Monthly Royalty Fees and Monthly Program Fees per Guest Room owed to us by all System hotels in operation throughout the same twenty-four (24) month period, multiplied by the number of Guest Rooms in the Hotel. The Termination Fee is intended to compensate us only for the value lost in Monthly Royalty Fees and Monthly Program Fees as a result of the early termination of the Agreement, and you agree that you remain liable for all other obligations and claims under the Agreement, including obligations following termination under Subparagraphs 5.c., 5.d., 8.c., 14.d. and Paragraph 9 and liabilities arising out of your breach or default.

Liquidated Damages upon Termination by Us. If we terminate the Agreement under Subparagraphs 14.a. or 14.b. above, you acknowledge that your default will cause substantial damage to us, the actual amount of which will be difficult to determine. Therefore, you agree that if we terminate this Agreement under Subparagraphs 14.a. or 14.b. as a result of your default or breach of this Agreement, or if you unilaterally terminate this Agreement without cause, which is not authorized and which would be a material breach of this Agreement, then then, upon termination termination, we will be entitled to recover, and you must promptly pay us a lump-sum payment equal to the sum of the following: upon demand: (i1) all amounts outstanding fees and charges owed to us us, Hilton and the Entities under this Agreement for periods prior up to the date of termination, plus including amounts accrued but not yet billed; plus (ii2) as liquidated damages for the future Monthly Royalty Fees and Monthly Program Fees we will lose, a "“Termination Fee" determined ” calculated by adding the result of (a) plus the result of (b) where: (a) is calculated by multiplying the average monthly Gross Rooms Revenue of the Monthly Royalty Fees and Monthly Program Fees (collectively, the "Average Monthly Fees") you owed us Hotel for the twenty-four (24) full calendar-month period immediately preceding before the month of terminationtermination by the Monthly Royalty Fee percentage under this Agreement excluding any percentage fee discount (this product, 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 in calculating the Termination Fee we will multiply thirty-six (36) by the greater of a) the Average Monthly Royalty Fees you owed us from the Opening Date date the Hotel opened as a System hotel through the month immediately preceding before the month of termination, and b) the average Monthly Royalty Fees per Guest Room owed to us by all System hotels in operation over the twelve (12) full calendar-month period immediately before the month of termination, multiplied by the number of Guest Rooms in the Hotel. and (b) 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 Program Fee percentage under this Agreement excluding any percentage fee discount (this product, the “Average Monthly Program Fees”), then multiplying the Average Monthly Program Fees by twelve (12), 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 twelve (12) by the greater of a) the Average Monthly Program Fees from the date the Hotel opened as a System hotel through the month immediately before the month of termination, and b) the average Monthly Program Fees per Guest Room owed to us by all System hotels in operation throughout over the same twentytwelve (12) full calendar-four (24) month periodperiod immediately before the month of termination, multiplied by the number of Guest Rooms in the Hotel. The Termination Fee is intended to compensate us only for the value lost in Monthly Royalty Fees and Monthly Program Fees as a result of the early termination of the Agreement, and you agree that you will remain liable for all other obligations and claims under the Agreement, including obligations following termination under Subparagraphs 5.c., 5.d., 8.c.8.C., 14.d. and Paragraph 9 and liabilities arising out of your breach or default.

Liquidated Damages upon Termination by Us. If we terminate the Agreement under Subparagraphs 14.a. or 14.b. above, you acknowledge that your default will cause substantial damage to us, the actual amount of which will be difficult to determine. Therefore, you agree that if we terminate this Agreement under Subparagraphs 14.a. or 14.b. as a result of your default or breach of this Agreement, or if you unilaterally terminate this Agreement without cause, which is not authorized and which would be a material breach of this Agreement, then upon termination you must pay us a lump-sum payment equal to the sum of the following: (i) all amounts owed to us for periods prior to the date of termination, plus (ii) as liquidated damages for the future Monthly Royalty Fees and Monthly Program Fees we will lose, a "“Termination Fee" ” determined by multiplying the average of the Monthly Royalty Fees and Monthly Program Fees (collectively, the "“Average Monthly Fees"”) you owed us with respect to the Hotel for the twenty-four (24) month period immediately preceding the month of termination, 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 for less than twenty-four (24) months, then in calculating the Termination Fee we will multiply thirty-six (36) by the greater of a) the Average Monthly Fees you owed us from the Opening Date through the month immediately preceding the month of termination, and b) the average Monthly Royalty Fees and Monthly Program Fees per Guest Room owed to us by all System hotels in operation throughout the same twenty-four (24) month period, multiplied by the number of Guest Rooms in the Hotel. The Termination Fee is intended to compensate us only for the value lost in Monthly Royalty Fees and Monthly Program Fees as a result of the early termination of the Agreement, and you agree that you remain liable for all other obligations and claims under the Agreement, including obligations following termination under Subparagraphs 5.c., 5.d., 8.c., 14.d. and Paragraph 9 and liabilities arising out of your breach or default.

Liquidated Damages upon Termination by Us. If we terminate the Agreement under Subparagraphs 14.a. or 14.b. above, you acknowledge that your default will cause substantial damage to us, the actual amount of which will be difficult to determine. Therefore, you agree that if we terminate this Agreement under Subparagraphs 14.a. or 14.b. as a result of your default or breach of this Agreement, or if you unilaterally terminate this Agreement without cause, which is not authorized and which would be a material breach of this Agreement, then then, upon termination termination, we will be entitled to recover, and you must promptly pay us a lump-sum payment equal to the sum of the following: upon demand: (i) all amounts outstanding fees and charges owed to us us, Hilton and the Entities under this Agreement for periods prior up to the date of termination, plus including amounts accrued but not yet billed; plus (ii) as liquidated damages for the future Monthly Royalty Fees and Monthly Program Fees we will lose, a "“Termination Fee" determined ” 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 Monthly Royalty Fees and Monthly Program Fees (collectively, the "Average Monthly Fees") you owed us Hotel for the twenty-four (24) full calendar-month period immediately preceding the month of terminationtermination by the Monthly Royalty Fee percentage under this Agreement excluding any percentage fee discount (this product, 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; and (2) is calculated by multiplying the average monthly Gross Rooms Revenue of the Hotel for the twenty-four (24) full calendar-month period immediately preceding the month of termination by the sum of the Monthly Program Fee percentage under this Agreement excluding any percentage fee discount (this product, the “Average Monthly Program Fees”), then multiplying the Average Monthly Program Fees by twelve (12), 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 in calculating that part of the Termination Fee under Subparagraph 14.c. (ii)(1), we will multiply thirty-six (36) by the greater of a) the Average Monthly Royalty Fees you owed us from the Opening Date date the Hotel opened as a System hotel through the month immediately preceding the month of termination, and b) the average Monthly Royalty Fees per Guest Room owed to us by all System hotels in operation over the twelve (12) full calendar-month period immediately preceding the month of termination, multiplied by the number of Guest Rooms in the Hotel and in calculating that part of the Termination Fee under Subparagraph 14.c. (ii)(2), we will multiply twelve (12) by the greater of a) the Average Monthly Program Fees from the date the Hotel opened as a System hotel through the month immediately preceding the month of termination, and b) the average Monthly Program Fees per Guest Room owed to us by all System hotels in operation throughout over the same twentytwelve (12) full calendar-four (24) month periodperiod immediately preceding the month of termination, multiplied by the number of Guest Rooms in the Hotel. The Termination Fee is intended to compensate us only for the value lost in Monthly Royalty Fees and Monthly Program Fees as a result of the early termination of the Agreement, and you agree that you remain liable for all other obligations and claims under the Agreement, including obligations following termination under Subparagraphs 5.c., 5.d., 8.c., 14.d. and Paragraph 9 and liabilities arising out of your breach or default.

Liquidated Damages upon Termination by Us. If we terminate the Agreement under Subparagraphs 14.a. or 14.bI4.b. above, you acknowledge that your default will cause substantial damage to us, the actual amount of which will be difficult to determine. Therefore, you agree that if we terminate this Agreement under Subparagraphs 14.a. or 14.b. as a result of your default or breach of this Agreement, or if you unilaterally terminate this Agreement without cause, which is not authorized and which would be a material breach of this Agreement, then then, upon termination termination, we will be entitled to recover, and you must promptly pay us a lump-sum payment equal to the sum of the following: upon demand: (i1) all amounts outstanding fees and charges owed to us us, Hilton and the Entities under this Agreement for periods prior up to the date of termination, plus including amounts accrued but not yet billed; plus (ii2) as liquidated damages for the future Monthly Royalty Fees and Monthly Program Fees we will lose, a "“Termination Fee" determined ” calculated by adding the result of (a) plus the result of (b) where: (a) is calculated by multiplying the average monthly Gross Rooms Revenue of the Monthly Royalty Fees and Monthly Program Fees (collectively, the "Average Monthly Fees") you owed us Hotel for the twenty-four (24) full calendar-month period immediately preceding before the month of terminationtermination by the Monthly Royalty Fee percentage under this Agreement excluding any percentage fee discount (this product, 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 in calculating the Termination Fee we will multiply thirty-six (36) by the greater of a) the Average Average-Monthly Royalty Fees you owed us from the Opening Date date the Hotel opened as a System hotel through the month immediately preceding before the month of termination, and b) the average Monthly Royalty Fees per Guest Room owed to us by all System hotels in operation over the twelve (12) full calendar-month period immediately before the month of termination, multiplied by the number of Guest Rooms in the Hotel. and (b) 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 Program Fee percentage under this Agreement excluding any percentage fee discount (this product, the “Average Monthly Program Fees”), then multiplying the Average Monthly Program Fees by twelve (12), 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 twelve (12} by the greater of a) the Average Monthly Program Fees from the date the Hotel opened as a System hotel through the month immediately before the month of termination, and b) the average Monthly Program Fees per Guest Room owed to us by all System hotels in operation throughout over the same twentytwelve (12) full calendar-four (24) month periodperiod immediately before the month of termination, multiplied by the number of Guest Rooms in the Hotel. The Termination Fee is intended to compensate us only for the value lost in Monthly Royalty Fees and Monthly Program Fees as a result of the early termination of the Agreement, and you agree that you will remain liable for all other obligations and claims under the Agreement, including obligations following termination under Subparagraphs 5.c., 5.d., 8.c., 14.d. 14.d and Paragraph 9 and liabilities arising out of your breach or default.