Common use of Nature of Payment Clause in Contracts

Nature of Payment. In connection with the payment required in Section 12.3 in the event of termination (the “Payment”), the Parties acknowledge that: (a) any actual loss to Licensor from termination of this Agreement prior to the end of the Term is inherently uncertain, not readily ascertainable, and incapable of precise quantification as of the execution hereof; (b) the Payment represents only the minimum amount that Licensor would have received had the Agreement not been terminated, rather than the actual amount that Licensor would have received, and therefore represents a compromise by Licensor; (c) the Payment is intended solely to compensate Licensor and not as a penalty; (d) the Parties believe the Payment is not disproportionate to the anticipated likely loss to be suffered by Licensor; (e) the Payment agreed to knowingly by Licensee, a sophisticated party represented by experienced counsel; and (f) Licensor is not obligated to seek to mitigate the damage sustained by Licensor.

Nature of Payment. In connection with the payment required in Section 12.3 in the event of termination (the “Payment”), the Parties acknowledge that: (a) any actual loss to Licensor from termination of this Agreement prior to the end of the Term is inherently uncertain, not readily ascertainable, and incapable of precise quantification as of the execution hereof; (b) the Payment represents only the minimum amount that Licensor would have received had the Agreement not been terminated, rather than the actual amount that Licensor would have received, and therefore represents a compromise by Licensor; (c) the Payment is intended solely to compensate Licensor and not as a penalty; (d) the Parties believe the Payment is not disproportionate to the anticipated likely loss to be suffered by Licensor;; and (e) the Payment agreed to knowingly by Licensee, a sophisticated party represented by experienced counsel; and, (f) Licensor is not obligated to seek to mitigate the damage sustained by Licensor.