Specified Damages definition

Specified Damages has the meaning specified in Section 9.2.
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Specified Damages means any and all Damages suffered, paid or incurred by any Purchaser Indemnified Party arising out of, in connection with or relating to any claim made by any Company Holder or any Person who asserts he or she was or has or had the right to become a holder of equity interests in the Company at or prior to the Effective Time arising out of, in connection with, with respect to or involving (i) any violation of the VSCA or other applicable law by the Company or any of the Company’s officers or directors at or prior to the Effective Time, (ii) any violation or alleged violation by any officer or director of the Company of such Person’s fiduciary duties at or prior to the Effective Time, or (iii) any claim that such Person is entitled to any payment or consideration, or any additional payment or consideration, in connection with the Merger in his, her or its capacity as a Person who is or was (or is asserted to be is or was or has or had a right to become) a holder of equity interests in the Company.
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Specified Damages means out-of-pocket expenses incurred by Buyer including any amounts which Buyer would be due under Section 6.2, less the amount that Buyer would have been required to pay to Seller pursuant to Article 6 had Seller performed its obligations, as a result of the failure of Seller to deliver (i) steam meeting the specifications therefor set forth in Appendix A or (ii) a sufficient amount of steam (up to the maximum amount specified in Appendix A) to Buyer, including expenses incurred by Buyer in putting its boilers back into operation if it elects to do so, repairing, operating or main- taining the same and/or leasing or purchasing replacement or substitute boilers (including all labor, engineering, and installation costs associated with any of the foregoing), utility costs, fuel charges, costs of acquiring chemicals and other items necessary to generate steam, legal fees and expenses incurred in negotiating and preparing any documents relating to the lease or purchase of substitute or replacement boilers or enforcing its rights hereunder and such other out-of-pocket expenses as Buyer may prove to the reasonable satisfaction of Seller are related to any of the foregoing or reasonably incurred by Buyer as a result of Seller's failure to deliver steam in the amount or meeting the specifications therefor set forth in Appendix A. In the event it becomes necessary to do so, Buyer agrees to lease boilers on a month-to-month basis rather than purchase them or lease them for a longer time period unless either (i) Seller agrees otherwise or (ii) rental boilers are not available immediately, in which event Buyer may enter into reasonable alternative interim arrangements (including leases for more than a month) until rental boilers are available immediately or (iii) Seller fails to pay Specified Damages within 10 days of demand therefor.
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Examples of Specified Damages in a sentence

  • This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Sections 4, 5 or 6 hereof and the obligations to make payments of and provide for Specified Damages under Section 2(a)(v) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall survive termination of this Agreement.

  • Requests for any of this material should be filled promptly, with invoices accompanying sales items, a copy being sent to the Treasurer in such cases.

  • The Specified Damages due shall be paid by the Company to the Record Holders on each Damages Payment Date by wire transfer of immediately available funds to the accounts specified by them or by mailing checks to their registered addresses as they appear in the register of the Company for the Registrable Securities or Common Stock, if no such accounts have been specified on or before the Damages Payment Date.

  • The rate of accrual of the Specified Damages with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events.

  • Seller further acknowledges and agrees that the damages which Buyer shall be entitled to recover pursuant to this paragraph include but are not limited to any income which it lost as a result of the occurrence of an Event of Default by Seller; or (ii) Collect Specified Damages from Seller upon submission of reasonable documentation with respect to their incurrence, without resorting to legal process.

  • Specified Damages owed to Buyer pursuant to this Section shall be paid by Seller no later than ten (10) days after submission by Buyer to Seller of reasonable documentation with respect to their incurrence.

  • Seller and Buyer shall each pay 50% of all Specified Damages; provided, however (I) Buyer shall pay the first $100,000 of Specified Damages and (II) Seller's liability for Specified Damages shall not exceed $2,000,000.

  • Any Specified Damages required to be paid by the Seller pursuant to this Section 9 shall be made exclusively from the Upfront Escrow Shares and the Earnout Shares, if any, held in the Escrow Account under the Escrow Agreement.


More Definitions of Specified Damages

Specified Damages means (1) Customer’s commercially reasonable out-of-pocket costs to provide legally required notification to its affected customers, (2) Customer’s commercially reasonable out-of- pocket costs to provide up to 12 months of credit monitoring services for its affected customers that Customer is legally required to notify, and (3) the amount of any regulatory fines and penalties Customer is required to pay.
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Related to Specified Damages

  • Indemnified Damages shall have the meaning assigned to such term in Section 6(a).

  • Liquidated Damages means all liquidated damages then owing pursuant to Section 5 of the Registration Rights Agreement.

  • Cover Damages means, with respect to any Delivery Failure, an amount equal to (a) the positive net amount, if, any, by which the Replacement Price exceeds the applicable Price that would have been paid pursuant to Section 5.1 hereof, multiplied by the quantity of that Delivery Failure, plus (b) any applicable penalties and other costs assessed by ISO-NE or any other Person against Buyer as a result of Seller’s failure to deliver such Products in accordance with the terms of this Agreement. Buyer shall provide a statement for the applicable period explaining in reasonable detail the calculation of any Cover Damages.

  • Delay Liquidated Damages has the meaning set forth in Section 13.1.

  • SPECIAL LIQUIDATED DAMAGES means the amount payable by the Transport Supplier in case of default arising out of Non-availability of vehicle(s)/crew when the Company's operations are normal and also Non-availability of services due to unauthorized / lightening strike by Transport Supplier or his/her crew for any reason whatsoever. The period of non-availability of services will be treated as shutdown and shall attract Special Liquidated damage at the rate of twice the pro- rata fixed charge per day. Special L.D. shall be levied irrespective of whether such default resulted in a shutdown for the whole day or part thereof.

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Covered Damage All damages to property of the unit's owner, up to $1,475.00 in the aggregate for each Stay, that occurs during the Covered Guest's stay and that is the result of the inadvertent acts or omissions of the Covered Guest or the Covered Guest's invitee, excluding the damages listed in the conditions section above. • "Covered Guest": All registered guests and all persons booked to share the same unit of accommodations, and have paid the required plan cost. • "Stay": The stay at an iTrip unit, from the date of a Covered Guest's check-in to the date of check-out.

  • Special Damages has the meaning specified in Section 11.21.

  • Performance Liquidated Damages means any liquidated damages resulting from the Project’s performance which are required to be paid by the EPC Contractor or any other Material Project Party for or on account of any diminution to the performance of the Project.

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • Liquidated Damages Amount has the meaning set forth in Section 2(e) hereof.

  • Delay Damages means the damages assessed pursuant to Section 3.2(a) hereof.

  • Damages means any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation).

  • Consequential Damages means Losses claimed to have resulted from any indirect, incidental, reliance, special, consequential, punitive, exemplary, multiple or any other Loss, including damages claimed to have resulted from harm to business, loss of anticipated revenues, savings, or profits, or other economic Loss claimed to have been suffered not measured by the prevailing Party’s actual damages, and any other damages typically considered consequential damages under Applicable Law, regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions.

  • Overhead Damage means any damage to the Vehicle or to any third-party property that is caused by: (a) contact between any part of the Vehicle that is at or above the level of the top of the front windscreen with objects overhanging or obstructing its path; (b) the Vehicle hitting a signed height restricted structure such as but not limited to bridges, car parks and drive throughs; or (c) objects being placed on the roof of the Vehicle;

  • Resale Damages means, with respect to any Rejected Purchase, an amount equal to (a) the positive net amount, if any, by which the applicable Price that would have been paid pursuant to Section 5.1 hereof for such Rejected Purchase, had it been accepted, exceeds the Resale Price multiplied by the quantity of that Rejected Purchase, plus (b) any applicable penalties assessed by ISO-NE or any other Person against Seller as a result of Buyer’s failure to accept such Products. Seller shall provide a written statement explaining in reasonable detail the calculation of any Resale Damages.

  • Compensatory Damages are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

  • Registration Default Damages shall have the meaning set forth in Section 8 hereof.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Rejection Damages Claim means any Claim on account of the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or the repudiation of such contract.

  • Damages Payment Date With respect to the Series A Notes, each Interest Payment Date.

  • Noneconomic damages ’ means damages for phys-

  • Liquidated Damages Multiplier means, with respect to a particular Purchaser, (i) the product of the Common Unit Price multiplied by (ii) the number of Purchased Units purchased by such Purchaser that may not be disposed of without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

  • Actual Damages has the meaning set forth in Section 12.4(C).

  • Additional Amounts means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.