Payment of Liquidated Damages. If you supply all or some of your milk to a third party during a Month you must, if required by DFMC, immediately pay to DFMC liquidated damages for that Month calculated as follows: $X = W cents x (Y – Z) Where: $X is the amount payable by you to DFMC for the relevant Month. If $X is a negative amount, no amount is payable by you. Y is the average monthly litres you have supplied to DFMC based on the 12 months immediately preceding the relevant Month (or in the event you have not supplied DFMC for 12 months, the average monthly litres you have supplied to DFMC during the period you have supplied DFMC). Z is the number of litres supplied to DFMC by you for the relevant Month.
Payment of Liquidated Damages. With respect to the liquidated damages payable under Section 4.3(a) (Capacity Test and Liquidated Damages), Section 4.4(a) (Annual Equivalent Availability Factor and Liquidated Damages), Section 4.5(a) (Annual Equivalent Forced Outage Factor and Liquidated Damages) and Section 4.6(a) (RTE Test and Liquidated Damages) (collectively, the “Performance Metrics LDs”), Company shall have the right, at any time on or after the LD Assessment Date for the liquidated damages in question, at Company’s option, to set-off such liquidated damages from the amounts to be paid to Seller under Section 4.1 (Lump Sum Payment) of this Agreement or, to draw such liquidated damages from the Operating Period Security, as follows: if the Facility fails to achieve the Capacity Performance Metric for a Measurement Period, Company shall have the right to set-off or draw the amount of liquidated damages owed for such failure as calculated as provided in Section 4.3(a) (Capacity Test and Liquidated Damages); if the Quarterly Report for the Measurement Period in question shows a failure to achieve one or more of the Performance Metrics required for such period, and Company does not submit a Notice of Disagreement with respect to such Quarterly Report, Company shall have the right to set-off or draw the amount of liquidated damages owed for such failure as calculated as provided in Section 4.4(a) (Annual Equivalent Availability Factor and Liquidated Damages), Section 4.5(a) (Annual Equivalent Forced Outage Factor and Liquidated Damages) and Section 4.6(a) (RTE Test and Liquidated Damages), as applicable; in all cases in which Company submits a Notice of Disagreement for a given Quarterly Report, Company shall have the right to set-off or draw all or any portion of the amount of liquidated damages for the Measurement Period in question, as applicable, as calculated on the basis of the shortfall(s) in the achievement of the Performance Metric(s) in question, as shown in such Notice of Disagreement; and in the event of any disagreement as to the liquidated damages owed under clause (i) and (ii) above: if the amount set-off or drawn by the Company exceeds the amount of liquidated damages for such Measurement Period that are eventually found to be payable for the LD Period in question as determined under Section 2 (Quarterly Report Disagreements) of Attachment S (Quarterly Reporting and Dispute Resolution by Independent Evaluator) to this Agreement, Company shall promptly (and in no event mor...
Payment of Liquidated Damages. With respect to any Liquidated Damages that accrue, Owner shall invoice Contractor for such Liquidated Damages. Contractor shall pay such Liquidated Damages within ten (10) Days after Contractor’s receipt of such invoice. To the extent Contractor does not pay such Liquidated Damages within such ten (10) Day period, Owner may, at its option, do one or more of the following: (i) withhold from Contractor amounts that are otherwise due and payable to Contractor in the amount of such Liquidated Damages and/or (ii) collect on the Letter of Credit in the amount of such Liquidated Damages. For the avoidance of doubt, prior to exercising such right to withhold or collect on the Letter of Credit, Owner shall not be required to provide the notice as set forth in Section 7.8. As used in this Agreement, Liquidated Damages are “paid” if and to the extent Owner exercises option (i) or (ii) above for the collection of Liquidated Damages.
Payment of Liquidated Damages. WITH RESPECT TO ANY TERMINATION FEES PAYABLE IN CONNECTION WITH ANY EARLY TERMINATION RIGHT SET FORTH IN THIS SECTION 2.03, OR IN SECTION 18.04 BELOW, LESSEE RECOGNIZES AND AGREES THAT, IF THIS AGREEMENT IS TERMINATED WITH RESPECT TO ANY OF THE HOTELS FOR THE REASONS SPECIFIED IN THIS SECTION 2.03 OR IN SECTION 18.04 BELOW, THEREBY ENTITLING MANAGER TO RECEIVE THE TERMINATION FEES AS SET FORTH IN THIS SECTION 2.03 OR IN SECTION 18.04 BELOW, MANAGER WOULD SUFFER AN ECONOMIC LOSS BY VIRTUE OF THE RESULTING LOSS OF MANAGEMENT FEES WHICH WOULD OTHERWISE HAVE BEEN EARNED UNDER THIS AGREEMENT. BECAUSE SUCH FEES VARY IN AMOUNT DEPENDING ON THE TOTAL GROSS REVENUES EARNED AT THE HOTELS AND ACCORDINGLY WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN WITH CERTAINTY, THE PARTIES AGREE THAT THE TERMINATION FEES PROVIDED IN THIS SECTION 2.03 AND IN SECTION 18.04 BELOW CONSTITUTE A REASONABLE ESTIMATE OF LIQUIDATED DAMAGES TO MANAGER FOR PURPOSES OF ANY AND ALL LEGAL REQUIREMENTS, AND IT IS AGREED THAT MANAGER SHALL NOT BE ENTITLED TO MAINTAIN A CAUSE OF ACTION AGAINST LESSEE, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, FOR ACTUAL DAMAGES IN EXCESS OF THE TERMINATION FEES IN ANY CONTEXT WHERE THE TERMINATION FEES ARE PROVIDED BY THIS AGREEMENT, AND RECEIPT OF SUCH FEES (TOGETHER WITH ALL OTHER AMOUNTS DUE AND PAYABLE BY LESSEE TO MANAGER WITH RESPECT TO EVENTS OCCURRING PRIOR TO TERMINATION OF THIS AGREEMENT WITH RESPECT TO THE APPLICABLE HOTELS OR AS OTHERWISE PROVIDED HEREIN) SHALL BE MANAGER’S SOLE REMEDY FOR DAMAGES AGAINST LESSEE IN ANY SUCH CASE. The foregoing shall in no way affect any other sums due Manager under this Article II or otherwise hereunder, including, without limitation, the Management Fees earned during the Term, or any other rights or remedies, at law or in equity of Manager under this Agreement or under Legal Requirements, including any indemnity obligations of Lessee to Manager under this Agreement.
Payment of Liquidated Damages. (a) In the event that (i) the Shelf Registration Statement is not filed with the SEC on or prior to the 45th day after a request for such filing is properly made by the Initial Purchaser in accordance with Section 2(b)(iv) of the Registration Rights Agreement (provided that in no event shall such date be required to be earlier than 75 days after the Issue Date), or (ii) the Shelf Registration Statement is not declared effective by the SEC on or prior to the later of the 40th day after the date such Shelf Registration Statement was required to be filed pursuant to the terms of the Registration Rights Agreement and the 180th date after the Issue Date, or (iii) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or usable for resales (whether as a result of an event contemplated by Section 3(e) of the Registration Rights Agreement or otherwise) at any time during the 180-day period (and any extensions of such period pursuant to the last paragraph of Section 3 of the Registration Rights Agreement) immediately following the date on which the Shelf Registration Statement is first declared effective (other than after such time as all Registrable Securities have been disposed of thereunder or otherwise cease to be Registrable Securities pursuant to the terms of the Registration Rights Agreement), then in each case the Company shall pay liquidated damages to the Initial Purchaser, at a rate of 25 basis points per annum in respect of the aggregate liquidation amount of Capital Securities held by the Initial Purchaser or, in the event that the Trust is liquidated and Subordinated Debentures are distributed to holders of Capital Securities, the aggregate principal amount of Subordinated Debentures held by the Initial Purchaser, as the case may be, in respect of the period (x) commencing on the 46th day after such request for the filing of a Shelf Registration Statement is made by the Initial Purchaser (provided that in no event shall such date be required to be earlier than 76 days after the Issue Date) and terminating upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (y) commencing on the later of the 41st day after the date the Shelf Registration Statement was required to be filed and the 181st day after the Issue Date and terminating upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), or (z) commencing on...
Payment of Liquidated Damages. 1. The liquidated damages for the Contractor’s failure to complete Work of the Project within the construction duration as agreed and determined at the commencement of the Project pursuant to 00700 Section 7.3 Liquidated Damages is $1,500 per calendar day.
Payment of Liquidated Damages. With respect to any liquidated damages or other fees incurred herein by the Company for failure to act in a timely manner, the Holder reserves the rights to take payment of such amounts in cash or in Common Stock priced at the Conversion Price (as defined in the Note).
Payment of Liquidated Damages. If Liquidated Damages are payable by the Company pursuant to the Registration Rights Agreement, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of such Liquidated Damages that are payable, (ii) the reason why such Liquidated Damages are payable and (iii) the date on which such Liquidated Damages are payable. Unless and until a Trust Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no such Liquidated Damages is payable. If the Company has paid Liquidated Damages directly to the Persons entitled to such Liquidated Damages, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.
Payment of Liquidated Damages. (a) Under certain circumstances the Company will be obligated to pay certain Liquidated Damages to the Holders of certain Initial Notes, as more particularly set forth in such Initial Notes.
Payment of Liquidated Damages. If you fail to supply DFMC with at least 90% of the Contracted Volume in any Month, except where the failure is due to Force Majeure, then you must, if required by DFMC, immediately pay to DFMC liquidated damages for that Month calculated as follows: $X = W cents x (Y – Z) Where: $X is the amount payable by you to DFMC for the relevant Month. If $X is a negative amount, no amount is payable by you. Y is the Contracted Volume for the relevant Month. Z is the number of litres supplied to DFMC by you for the relevant Month.
