Validation Order Application Sample Clauses
The Validation Order Application clause establishes the process by which a party may request a court or relevant authority to confirm the validity of a particular agreement, action, or document. Typically, this clause outlines the steps required to submit such an application, including any necessary documentation or notice to other parties involved. Its core practical function is to provide a formal mechanism for resolving uncertainties or disputes regarding the enforceability or legitimacy of contractual elements, thereby ensuring legal clarity and reducing the risk of future challenges.
Validation Order Application. (a) No later than August 15, 2006, Seller shall make an application to the Office of Fair Trading (“OFT”) in the UK seeking a validation order (the “Order”) in respect of certain Hire Agreements entered into by Seller or its predecessor entity during the period February 14, 2003 to October 25, 2003 (the “Lapse Period”). Purchaser shall provide all assistance reasonably requested by Seller in relation to the making of this application, including access to any information necessary to complete it and respond to queries from the OFT.
(b) In the event that Seller does not submit its application for the Order by August 15, 2006, or in the event that the Order is not issued to Seller by May 15, 2007, Seller shall pay to Purchaser an amount equal to Two Hundred Fifty Thousand United States Dollars (US$250,000) as liquidated damages for the failure to submit its application for the Order by August 15, 2006 or to obtain the Order by May 15, 2007 (the “Lapse Payment”). Such Lapse Payment shall be made by wire transfer in cash to Purchaser’s bank account referenced in Section 2.2 within five (5) Business Days of the date from which the obligation to make the Lapse Payment crystallizes. The parties agree that the potential damage to Purchaser if the application for the Order is not filed by August 15, 2006 or is not issued by May 15, 2007 is difficult to determine and the parties intend this Section to be for damages that may be incurred by Purchaser and not as a penalty.
(c) It is intended by the parties hereto that the Lapse Payment compensate Purchaser for any potential future loss of revenue it may suffer from each Hire Agreement entered into during the Lapse Period for which Purchaser cannot recover payments due under such Hire Agreement because the Account Debtor demonstrably has terminated such Hire Agreement due to the absence of the Order (the “Lapse Loss”). The Lapse Loss related to each such Hire Agreement shall equal US$375 less the amount actually paid by an Account Debtor under its Hire Agreement from the Effective Date until the date that such Account Debtor demonstrably terminates its Hire Agreement due to the absence of the Order. In relation to the Hire Agreements entered into during the Lapse Period: (i) if the Lapse Payment has been made, Purchaser shall be entitled to recover its Lapse Loss to the extent that it exceeds the amount of the Lapse Payment and then only to the extent that it actually exceeds the amount of such Lapse Payment; and (ii) i...