Termination; Liquidated Damages. Buyer may terminate this contract by giving notice to Seller on or before the Closing Date and Closing Time and have the Xxxxxxx Money, less $100 as described above, returned to Buyer.
Termination; Liquidated Damages. Upon an Event of Default by one Party, the other Party shall have the right, but not the obligation, to terminate or suspend this Agreement with respect to all obligations arising after the effective date of such termination or suspension (other than payment obligations relating to obligations arising prior to such termination or suspension). The Parties acknowledge that given the complexity of this technology and the volatility of energy markets, adequate damages in the event of breach of contract will be difficult if not impossible to calculate. Consequently, the Parties agree that in the event of a default under this Agreement that leads to termination, the non-defaulting Party may pursue all remedies available to it in equity and the defaulting Party’s liability hereunder shall be determined as follows:
(i) As to Power Provider’s liability after Commercial Operation Date, the present value (discounted at the Prime Rate) of the cash flows equal to the product of (A) the positive difference, if any, of the price per kWhac for commercially available, utility-provided energy in the applicable market(s) minus the purchase price per kWhac of Energy Output, as set forth under Section 6 (as such purchase price would have been escalated over time pursuant to Exhibit C times (B) the number of days remaining in the term of the Agreement times the daily Average kWhac Output (as defined below); or
(ii) as to Purchaser’s liability, an amount equal to the costs of removing the Generating Facility, the present value of Purchaser’s purchase obligations hereunder with respect to the Energy Output of the Generating Facility for the remaining term of the Agreement, and during the term of this Agreement, the value of any Environmental Incentives and Environmental Attributes (including any applicable tax credits) that would have accrued to Power Provider if the default did not occur. These damages shall be calculated by applying the present value discount to the product of the following: the number of days remaining in the Term of the Agreement then in effect times the product of (x) the purchase price per kWhac Purchaser would otherwise pay for such Energy Output pursuant to Section 6 (as such Purchase Price would have been escalated over time
Termination; Liquidated Damages. Buyer may terminate this Contract by giving notice to Seller on or before the Closing Date and have the Xxxxxxx Money, less $100 as described above, returned to Buyer. Unless Seller’s Default relates to the untruth or incorrectness of Seller’s representations for reasons not reasonably within Seller’s control, if Seller’s Default occurs after Buyer has incurred costs to inspect the Property after the Effective Date and Buyer terminates this Contract in accordance with the previous sentence, Seller will also pay to Buyer as liquidated damages Buyer’s actual out-of-pocket expenses incurred to inspect the Property after the Effective Date (“Buyer’s Expenses”), not to exceed the amount of $5,000.00 (“Buyer’s Liquidated Damages”), within ten days after Seller’s receipt of Buyer’s itemization of Buyer’s Expenses accompanied by reasonable evidence thereof.
Termination; Liquidated Damages. If Buyer fails to comply with this contract, Buyer will be in default and Seller terminate this contract and receive the xxxxxxx money, thereby releasing both parties from this contract. Seller may not enforce specific performance of Buyer’s obligations under this contract.
Termination; Liquidated Damages. This Agreement may be terminated by Seaside, by written notice to the Company, if the Closing has not been consummated on or before July 2, 2010, provided, however, that no such termination pursuant to this Section 5.1 will affect the right of any party to xxx for any breach by the other party (or parties).
Termination; Liquidated Damages. This Agreement may be terminated:
(a) by Seaside, by written notice to the Company, if the Initial Closing has not been consummated on or before July 2, 2009,
(b) by Seaside, immediately upon written notice to the Company, if at any time prior to the final Subsequent Closing Date the Company consummates a financing to which Seaside is not a party, and
(c) by the Company, upon at least 30 days’ prior written notice to Seaside, after the fifth Subsequent Closing Date but prior to the sixth Subsequent Closing Date, provided, however, that no such termination pursuant to this Section 5.1 will affect the right of any party to xxx for any breach by the other party (or parties) and provided, further, that in the event the Company exercises its termination right pursuant to subsection (c) of this Section 5.1 and within six months of such termination initiates another financing having committed funding dates scheduled at pre-determined intervals of between one week and two months then the Company shall be obligated to pay to Seaside liquidated damages in the amount of $300,000 immediately upon the first closing of any such subsequent financing.
Termination; Liquidated Damages a. If the Owner causes this Agreement to be prematurely terminated, except due to the breach of this agreement by the Agent, gross negligence of the Agent, as set forth herein, during the original term or any subsequent term, the Owner shall pay to the Agent as and for total liquidated damages, a sum of money equal to the management fees earned by the Agent for the calendar month immediately preceding the month in which notice of termination is given to Agent, multiplied by the number of months and/or portions thereof remaining from the termination date until the end of the initial term or term year in which the termination occurred. Such damages plus any amounts accruing to Agent prior to such termination shall be due and payable upon within thirty (30) days of termination of this Agreement.
b. In the event the property is sold during the initial term, or any renewal term of this Agreement, Owner shall encourage and not hinder the Buyer and the Agent from entering into an agreement to continue Agent’s services under new ownership. The Owner’s continuing obligations or liabilities to the Agent with respect to this contract shall become null and void.
c. The Owner may, at its sole discretion, terminate this Agreement as a result of the Agent’s failure to cure any breach of this Agreement, or as a result of the Agent’s gross negligence. In the event of such termination, the Owner shall not have any continuing obligations or liabilities to the Agent with respect to this contract, and this contract shall become null and void.
Termination; Liquidated Damages. (a) In the event Leasehold Owner breaches this Agreement, resulting in a default and termination hereof, or otherwise causes or suffers a termination of this Agreement for any reason other than an Event of Default by Manager, Leasehold Owner acknowledges that Manager and its affiliates will suffer losses and damages that will be impossible to calculate with any certainty. Leasehold Owner acknowledges that this Agreement and Manager's expectation of performance under it for the stated term and any Renewal Term, if any, is part consideration for the sale by Affiliates of Manager of certain valuable corporate assets to FelCor or its Affiliates. Accordingly, in the event that Leasehold Owner does not have a Replacement Investment Balance of at least zero at any time within twelve (12) months following the date of such termination, then and in such event, on the first anniversary of the termination of this Agreement (by
Termination; Liquidated Damages. (a) This Agreement may be terminated and abandoned by Buyer or Sellers, by written notice to the other party, if the transactions contemplated by this Agreement have not been consummated by October 1, 1997, unless the failure of such consummation shall be due to the failure of the party seeking to terminate this Agreement to comply in all material respects with the agreements and covenants contained herein to be performed by such party on or before such date. This Agreement may be terminated by mutual consent of the parties at any time.
(b) Buyer understands that the damages which may be suffered by Sellers if Buyer fails to complete the Closing in a timely fashion as a result of its breach of this Agreement shall be difficult to ascertain and the parties therefore agree that the Sellers shall be entitled (in addition to the expenses to be paid by Buyer pursuant to Section 11.2 below) (i)to liquidated damages in an amount equal to that number of Buyer Shares determined by dividing (A) $2,000,000 by (B) the average last reported sale price ADS Common Stock for the twenty trading days immediately preceding the date of breach and (ii) a certified copy of the Financial Statements. Under the circumstances described in this Section, Buyer will issue such Buyer Shares to Seller. The liquidated damages and Financial Statements referred to in this Section 11.1(b) shall be Sellers' only remedy in the event of Buyer's failure to complete the Closing in a timely manner as a result of Buyer's breach of this Agreement and Sellers hereby waive any further rights in connection therewith.
Termination; Liquidated Damages. 38 ------------------------------- 13.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 ----------- 13.2 Liquidated Damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 ------------------ 13.3 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 --------------------
