Make-Whole Amount Constitutes Liquidated Damages Sample Clauses

Make-Whole Amount Constitutes Liquidated Damages. With respect to the Make-Whole Amount provided for in Section 4.2(e), the Lessor and Lessee acknowledge that such Make-Whole Amount shall be paid to the Administrative Agent as liquidated damages and not as a penalty. Without limiting the generality of the foregoing, it is understood and agreed that the Make-Whole Amount shall constitute part of the Obligations secured by the Collateral. Any Make-Whole Amount shall also be automatically and immediately due and payable if the Facility Loans are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure, bankruptcy, insolvency or by any other means. THE BORROWER AND LESSEE HEREBY EXPRESSLY WAIVE (TO THE FULLEST EXTENT EACH MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR OTHER LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING REDUCTION IN CONNECTION WITH ANY SUCH EVENTS. The Lessor and Lessee expressly agree (to the fullest extent it and they may lawfully do so) that with respect to any Make-Whole Amount payable under the terms of this Participation Agreement: (i) such Make-Whole Amount is reasonable and is the product of an arm’s length transaction between sophisticated business parties, ably represented by counsel; (ii) such Make-Whole Amount shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Facility Lenders, the Lessor and the Lessee giving specific consideration in this transaction for such agreement to pay such Make-Whole Amount; and (iv) the Lessor and Lessee shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Lessor and the Lessee expressly acknowledge that their agreement to pay such Make-Whole Amount as herein described is a material inducement to the Facility Lenders to provide the Commitments and to make the Facility Loans.
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Related to Make-Whole Amount Constitutes Liquidated Damages

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  • Withholding for unpaid wages and liquidated damages The FHWA or the contacting agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2.) of this section.

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