Liquidated Damages for Breach. Any breach by Merchant of any representation, warranty, covenant or obligation of Merchant under this Agreement, including violating the Monthly CB Threshold, committing fraud or breaching any Payment Brand Rules or applicable laws, that causes T1 Payments or its Affiliates to, directly or indirectly, lose a customer account, lose any Payment Brand relationship or any relationship with its third party processors or cause T1 Payments or its Affiliates to get listed on the Terminated Merchant File and/or the Merchant Alert to Control High Risk Merchants File, then Merchant agrees to pay T1 Payments, within three (3) calendar days of written demand by T1 Payments, liquidated damages equal to US$1,000,000, which shall be in addition to any Penalties assessed by the Payment Brands, applicable bank or third party processors, any other Services Fees including Chargeback fees, and any other damages or losses which T1 Payments may be able to prove. Merchant and T1 Payments agree that the actual damages to T1 Payments resulting from Merchant’s actions that would impose this US$1,000,000 liquidated damages amount would be extremely difficult to calculate with precision, and would likely exceed such liquidated damages amount, wherefore the parties hereto agree that the liquidated damages calculation provided for herein represents a good faith, reasonable estimate of the potential actual damages to T1 Payments for such a violation, and does not constitute a penalty.
Liquidated Damages for Breach. The parties agree that the Representative's agreement to provide the representation services contemplated by this Agreement shall involve a commitment of its resources that will not be economically feasible should Group or any of the Stations fail to perform their obligations under this Agreement. The parties also agree that any such failure by Group or any Station would cause damages to Representative that would be difficult to determine accurately. Therefore, with the intention of providing a fair and reasonable formula to calculate such damages in an amount which would not be disproportionate to the presumed loss, it is agreed that, if Group or any Station breaches this Agreement, Group and such Station shall pay to Representative as liquidated damages, and not as a penalty, an amount equal to (A) the average monthly commissions paid by such Station to Representative hereunder during the 12 complete broadcast calendar months preceding such breach (or if Representative has not yet represented such Station for a full 12 broadcast calendar month, applicable prior national gross billing shall be used to derive average monthly commissions), multiplied by (B) the number of calendar months then remaining in the Term and any applicable notice period, plus two months. On receipt by Representative of such payment, this Agreement shall terminate and be of no further force or effect.
Liquidated Damages for Breach. (a) Should Apple default in any obligation to grant to Cornerstone a right of first refusal to acquire a property or properties or to become the acquiring property in any proposed transaction as required under this Agreement, Apple agrees that it shall be obligated to pay to Cornerstone as liquidated and agreed-upon damages cash in the amount of 3% of the aggregate consideration agreed to be paid for the property, assets, stock or business by any third party in the transaction with respect to which there is a breach.
Liquidated Damages for Breach. Executive agrees that a breach ----------------------------- of his paragraph 6.2. duties would likely negatively impact Compaq's stock price, its business good will, its reputation with customers and investors, and its relationships with partners, suppliers, vendors, and employees. Executive agrees that while potentially financially material to the Group, the damages he could cause the Group through a breach of the obligations he assumes in paragraphs 6.2.1. and 6.2.2. would not be readily measurable in terms of legal damages. Therefore, Executive agrees that if Executive breaches his obligations under paragraphs 6.2.1. or 6.2.2. of this Agreement, Compaq shall be entitled to an amount of liquidated damages determined in accordance with this paragraph.
Liquidated Damages for Breach. The parties agree that the Representative's agreement to provide the representation services contemplated by this Agreement shall involve a commitment of its resources that will not be economically feasible should SBS or any of the Stations fail to perform their obligations under this Agreement. The parties also agree that any such failure by SBS or any Station would cause damages to Representative that would be difficult to determine accurately. Therefore, with the intention of providing a fair and reasonable formula to calculate such damages in an amount which would not be disproportionate to the presumed loss, it is agreed that, if SBS or any Station breaches this Agreement, SBS and such Station shall pay to Representative as liquidated damages, and not as a penalty, an amount equal to (A) the average monthly commissions earned by Representative hereunder during the 12 complete broadcast calendar months preceding such breach (or if Representative has not yet represented such Station for a full 12 broadcast calendar months, applicable prior national gross billing shall be used to derive average monthly commissions), multiplied by (B) the number of calendar months then remaining in the Term and any applicable notice period, plus two months. On receipt by Representative of such payment, this Agreement shall terminate and be of no further force or effect.
Liquidated Damages for Breach. The parties agree that the Representative's agreement to provide the representation services contemplated by this Agreement shall involve a commitment of its resources that will not be economically feasible should Station fail to perform their obligations under this Agreement. The parties also agree that any such failure by Station would cause damages to Representative that would be difficult to determine accurately. Therefore, with the intention of providing a fair and reasonable formula to calculate such damages in an amount which would not be disproportionate to the presumed loss, it is agreed that, if Station breaches this Agreement, Station shall pay to Representative as liquidated damages, and not as a penalty, an amount equal to (A) the average monthly commissions earned by Representative hereunder during the 12 complete broadcast calendar months preceding such breach (or if Representative has not yet represented such Station for a full 12 broadcast calendar months, applicable prior national gross billing shall be used to derive average monthly commissions), multiplied by (B) the number of calendar months then remaining in the Term and any applicable notice period, plus two months. On receipt by Representative of such payment, this Agreement shall terminate and be of no further force or effect.
Liquidated Damages for Breach. In the event NASD terminates for Nasdaq’s breach, Nasdaq shall pay to NASD Five Million Dollars ($5,000,000) within ten (10) business days of the effective date of termination (“Liquidated Damages”). The parties hereto agree that in the event of a Nasdaq uncured breach of this Agreement, damages would be difficult to ascertain and that the liquidated damages measure associated with Nasdaq’s breach and contained herein is a reasonable and proper measure of damages which NASD will sustain for the failure of Nasdaq perform under this Agreement. In no way shall costs for liquidated damages be construed as a penalty on Nasdaq. Liquidated Damages shall be NASD’s sole monetary remedy for Nasdaq’s breach of this Agreement.
Liquidated Damages for Breach. You agree that it would be impracticable or impossible to ascertain the amount of actual damages caused to the Company by a breach by you of Sections 8(b) or 8(c) of this Agreement. Therefore, you agree that upon any breach of Sections 8(b) or 8(c)of this Agreement you will forfeit and return to the Company: (a) all amounts paid to you under the Consulting Agreement; (b) any Restricted Stock Units, Performance Stock Units or other equity shares or units that vested after the Separation Date, or the then current fair market value of such equity as of the date of such breach, in cash; and (c) you will forfeit your right to receive any unpaid amounts owed to you under the Consulting Agreement. You agree that this liquidated damages provision represents reasonable compensation for the loss that would be incurred due to any such breach by you. You further agree that any threatened or actual violation or breach of Sections 8 or 10 of this Agreement will constitute immediate and irreparable injury to the Company. You therefore agree that any breach of Sections 8 or 10 of this Agreement is a material breach of this Agreement, and, in addition to any and all other damages and remedies available to the Company upon your breach of this Agreement, the Company shall be entitled to an injunction to prevent you from violating or breaching this Agreement without the obligation of posting a bond or proving actual damages. You agree that if the Company is successful in whole or part in any legal or equitable action against you under this Agreement, you agree to pay all of the costs, including reasonable attorneys’ fees, incurred by the Company in enforcing the terms of this Agreement.
Liquidated Damages for Breach. Consultant agrees that it would be impracticable or impossible to ascertain the amount of actual damages caused to the Client by a breach by him of Paragraph 10 of this Agreement. Therefore, Consultant agrees that upon any breach of Paragraph 10 of this Agreement, and in addition to any other remedies that may be available to Client in the event of such a breach, Consultant will forfeit and return to the Client all amounts previously paid to Consultant under this Agreement. Consultant agrees that this liquidated damages provision represents reasonable compensation for the loss that would be incurred due to any such breach by him.
Liquidated Damages for Breach. Executive agrees that a breach of his paragraph 6.2. duties would likely negatively impact Compaq's stock price, its business good will, its reputation with customers and investors, and its relationships with partners, suppliers, vendors, and employees. Executive agrees that while potentially financially material to the Group, the damages
