Liquidated Clause Samples

Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 64 Remedies The parties shall be entitled to exercise any right or Yes, I Agree remedy available to it either at law or in equity, subject to the choice of law, venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an arbitration resolution of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those specifically waived under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request of either party. Any issues not resolved hereunder MAY be referred to non-binding mediation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator’s fee and any associated filing fee equally. Mediation shall be held in Camp or ▇▇▇▇▇ County, Texas. Agreements reached in mediation shall be reduced to writing, and will be subject to the approval by the District's Board of Directors, signed by the Parties if approved by the Board of Directors, and, if signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Do you agree to these terms? 65 Remedies Explanation of No Answer 66 Choice of Law The agreement between the Vendor and TIPS/ESC Yes Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. THIS DOES NOT APPLY to a vendor's agreement entered into with a TIPS Member, as the Member may be located outside Texas. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms?

Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? Yes choice of law, venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an arbitration resolution of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those specifically waived under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request of either party. Any issues not resolved hereunder MAY be referred to non-binding mediation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator's fee and any associated filing fee equally. Mediation shall be held in Camp or ▇▇▇▇▇ County, Texas. Agreements reached in mediation shall be reduced to writing, and will be subject to the approval by the District's Board of Directors, signed by the Parties if approved by the Board of Directors, and, if Yes, I Agree signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Do you agree to these terms?

Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? Yes

Liquidated. Damages If specified in Section 3: Data Sheet, IOM shall apply Liquidated Damages for the damages and/or risks caused to IOM resulting from the Contractor’s delays or breach of its obligations as per the Contract.

Liquidated. DAMAGES (LD)

Liquidated. DAMAGES ------------------ (a) The Company shall, and shall use its best efforts to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise of the Warrants under the Warrant Indenture, as applicable (the "Deadline"). Notwithstanding the foregoing, the delivery obligations of the Company above shall be conditioned on (i) the existence and effectiveness of the Registration Statement or the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by the Company from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (oth...

Liquidated. DAMAGES FOR FAILURE TO COMPLETE MAINTENANCE DEFICIENCIES AS CITED BY THE STATE QUALIFIED ELEVATOR INSPECTOR: If the Contractor fails to timely correct maintenance deficiencies as identified by the State’s Qualified Elevator Inspector/Inspection Report, by the sooner of the time periods set forth in the State’s Qualified Elevator Inspector/Inspection Report or 30 days from Contractor’s receipt from the Authorized User Representative of the Qualified Elevator Inspector’s inspection report, the Authorized User Representative will notify the Contractor and deduct two

Liquidated. DAMAGES FOR FAILURE TO TIMELY SUBMITTHE MAINTENANCE CONTROL PLAN (MCP) FOR APPROVAL: If the Contractor fails to timely submit the MCP to the Authorized User Representative for approval, the Authorized User Representative will notify the Contractor and deduct one (1) time the Daily Rate (see above Daily Rate Formula) per Elevator, Escalators or other Lift Equipment from future monthly invoices for each and every day late until such time that the MCP is submitted to the Authorized User Representative for approval. The MCP is the support documentation used by the Authorized User Representative to certify that the maintenance service had been performed. In addition to the assessment of liquidated damages, the non-submittal the MCP will also result in a suspension of payments for the preventive maintenance monthly fee.

Liquidated. DAMAGES FOR FAILURE TO MAINTAIN AND/OR PROVIDE SPARE PARTS: If the Contractor fails to provide any of the parts covered in this Contract or any Mini-bid Project Definitions issued hereunder within 24 hours of establishment of need for such parts, the Authorized User will deduct the ‘Daily Rate’ (see Daily Rate Formula above) from future invoice(s) for every day until the parts are received, to compensate the Authorized User for the loss of use of the Lift Equipment and the inconvenience created thereby. For this purpose, parts shall be considered those parts needed for “normal wear and tear” or “small” parts. The Authorized User’s Representative shall make the final determination, and will notify the Contractor of any failure to provide parts and will deduct the appropriate withholding amount from future monthly invoice(s).