MINIMUM DAMAGES Clause Samples

A Minimum Damages clause sets a predetermined baseline amount of compensation that must be paid if a party breaches the contract. This clause ensures that, regardless of the actual harm suffered, the non-breaching party will receive at least the specified minimum sum. For example, if a service provider fails to deliver on time, the client is entitled to the minimum damages amount even if their actual losses are lower. The core function of this clause is to provide certainty and a guaranteed remedy for breaches, simplifying dispute resolution and protecting parties from insufficient compensation.
POPULAR SAMPLE Copied 3 times
MINIMUM DAMAGES. No party shall have any obligation or liability to any other party under Section 10 and 11 hereof until the aggregate amount of all Damages for which the Indemnified Party seeks or claims defense or indemnification pursuant to Section 11 (the "INDEMNIFIED DAMAGES") exceeds a threshold of $50,000. Once an Indemnified Party's Indemnified Damages meet or exceed $50,000, such party may seek or claim defense or indemnification for the full amount of Indemnified Damages, less $10,000.
View Source
MINIMUM DAMAGES. In the event Censtor wrongfully terminates this Agreement, Censtor acknowledges that IPM's current hourly billing rate is Two Hundred and Fifty Dollars ($250).
View Source
MINIMUM DAMAGES. The Parties agree that the levelized energy prices which PGandE pays Seller for the energy which Seller delivers to PGandE is based on the agreed value to PGandE of Seller's energy deliveries during the entire fixed price period. In the event PGandE does not receive such full performance by reason of a termination, Seller shall pay PGandE an amount based on the difference between the net present values, at the time of termination, of the payments Seller would receive at the forecasted energy prices in Table B-1 and the payments Seller would receive at the levelized energy prices, for the remaining years of the fixed price period. This amount shall be calculated by assuming that Seller continued to generate for the remaining years of the fixed price period at a level equal to the average annual energy generation during the period of performance, and by applying the weighted annual average levelized price applicable to Seller's Facility and the weighted annual average forecasted energy prices in Table B-i for the remaining years of the fixed E rice period. The following formula shall be used to make this calculation: Y (Fn)(A)(W) Y (L)(A)(W) P = ---------- - --------- (Sigma) (1.15)n (Sigma) (1.15)n n=1 n=1 where: P = amount due PGandE. Y = number of years remaining in the fixed price period. Fn = weighted annual average forecasted energy price in the ninth year after the breach, failure to perform, or expiration of security, as shown in Table B-1 for the corresponding calendar year. L = weighted annual average levelized energy price applicable to Seller's Facility. A = average annual energy generation by Seller during the period of performance. n = summation index; refers to the nth year following termination. W = percent of Seller's energy payments based on the levelized energy prices, as specified in Article 4.
View Source
MINIMUM DAMAGES. In the event the firm Capacity is derated or Seller terminates this Agreement, the quantity by which the firm capacity is derated or the firm capacity shall be used to calculate the payments due PGandE in accordance with Section (d).
View Source
MINIMUM DAMAGES. Notwithstanding the provisions contained in this Agreement to the contrary, the provisions of this Section 8.6 shall apply to the remedies available for any material inaccuracy or breach of any representation, warranty or covenant in this Agreement by Purchaser which would be cause for the termination of this Agreement by Seller in accordance with and subject to Article VII hereof. In the event and only the event Seller terminates this Agreement as a result of a breach or default by Purchaser in accordance with Article VII, Purchaser and Seller agree that it would be impractical and extremely difficult to fix the actual damages resulting from such material inaccuracy or breach of any representation, warranty or covenant contained herein. Purchaser and Seller therefore agree that after termination by Seller of this Agreement as a result of such a breach or default, Seller shall be entitled to recover damages for such breach or default, and it shall be conclusively presumed that a reasonable estimate of such damages as a result of all such breaches and defaults shall not be less than $1,000,000.00, on which interest at the Borrowing Rate will accrue from the date of the earliest such breach or default. Purchaser will pay the applicable damages amount together with accrued interest in cash in immediately available funds within twenty (20) days of the date of termination of this Agreement by Seller as a result of such breach or default.
View Source
MINIMUM DAMAGES. In the event the Merger does not occur due to a breach by the Buyer or the Company, the damages recoverable by the nonbreaching party for such breach shall not be less than $25,000,000. In all events, such remedy shall be in addition to, and not in lieu of, any and all remedies, legal, equitable or other, otherwise available under this Agreement and applicable law.
View Source
MINIMUM DAMAGES. No party shall have any obligation or liability to any other party under this Section 8 until the aggregate amount of all Damages for which the Indemnified Party seeks or claims defense or indemnification pursuant to this Section 8 (the "INDEMNIFIED DAMAGES") exceeds a threshold of $25,000. Once an Indemnified Party's Indemnified Damages meet or exceed $25,000, such party may seek or claim defense or indemnification for the full amount of Indemnified Damages. However, this Section 8.5 will not apply to any breach of any of Seller's or Member's representations and warranties of which either Seller or Member had knowledge at any time prior to the date on which such representation or warranty is made or any intentional breach by either Seller or Member of any covenant or obligation, and Seller and Member will be jointly and severally liable for all damages with respect to such breach. In addition, this Section 8.6 will not apply to any breach of Purchaser's representations and warranties where Purchaser had knowledge that such representation or warranty was untrue at any time prior to the date on which such representation or warranty is made or any intentional breach by Purchaser of any covenant or obligation, and Purchaser will be liable for all damages with respect to such breach.
View Source

Related to MINIMUM DAMAGES

  • Direct Damages A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER Section 3.5(c), Section 7.3, AND Article 15.

  • Limitation on Direct Damages Except for Unlimited Liability above and Partner’s obligations to pay for the Offerings, Partner’s violation of the restrictions on use of Products and Services or Dell or its Affiliates’ intellectual property rights, and to the extent permitted by the applicable local law, Dell’s (including its suppliers’) total liability arising out of any Dispute or any matter under the Agreement, is limited to the lower amount of either (a) the amount Partner paid to Dell during the 12 months before the date that the matter or Dispute arose for the Product, Services or both that are the subject of the Dispute; or (b) $1,000,000 USD (or equivalent in local currency) (“Liability Cap”). This excludes amounts received as reimbursement of expenses or payment of taxes. The existence of more than one claim will not increase or otherwise alter these limitations on Dell’s liability. Notwithstanding anything otherwise set forth above, Dell (and its suppliers) shall have no liability for any direct damages resulting from Partner’s use or attempted use of Third-Party Software, Free Software or Development Tools (all defined in the ▇▇▇▇), or Third Party Products.

  • Monetary Damages In the event that the Partnership breaches its obligations set forth in Article 2, Article 3, or Article 6 with respect to a Protected Partner the Protected Partner’s sole right shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner as damages, an amount equal to: (a) in the case of a violation of Articles 3 or ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ and local income taxes incurred by the Protected Partner or an Indirect Owner as a result of the income or gain allocated to, or otherwise recognized by, such Protected Partner with respect to its Units by reason of such breach; (b) in the case of a violation of Article ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, and local income taxes incurred by the Protected Partner or an Indirect Owner with respect the Excess Protected Gain incurred with respect to the Gain Limitation Property that is allocable to such Protected Partner under the Partnership Agreement and Section 2.3 hereof (computed without regard to the principles set forth in the parenthetical in the first paragraph of Section 2.1); plus in the case of either (a) or (b), an amount equal to the aggregate federal, state, and local income taxes payable by the Protected Partner or an Indirect Owner as a result of the receipt of any payment required under this Section 4.1. For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owner), (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account, and (ii) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state and local marginal income tax rates that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner(or Indirect Owner), either in the current year, in earlier years, or in later years).

  • Delay Damages If the Commercial Operation Date is not achieved by the date set forth therefor in Section 3.1(a) (as extended pursuant to Section 3.1(c)), Seller shall pay to Buyer damages for each month from and after such date until the Commercial Operation Date at the rate of $1.50 per kwh of Contract Maximum Amount up to a maximum of twelve (12) months of delay, pro rated for partial months (“Delay Damages”). Delay Damages shall be due under this Section 3.2(a) without regard to whether Buyer exercises its right to terminate this Agreement pursuant to Section 9.3; provided, however, that if Buyer exercises its right to terminate this Agreement under Section 9.3, Delay Damages shall be due and owing to the extent that such Delay Damages were due and owing at the date of such termination. If the Facility has not achieved the Commercial Operation by the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)), for any reason, Seller shall have the right to terminate this Agreement at any time after that deadline date (as so extended) until either the Facility achieves the Commercial Operation Date or Buyer terminates this Agreement under Section 9.3 (regardless of whether or not Seller elected to continue to construct the Project). In the event Seller so terminates this Agreement, Seller shall be liable to Buyer on the date of such termination for (x) the entire amount of Delay Damages that would otherwise accrue (or have accrued) by such date plus (y) the undrawn amount of any Development Period Security provided to Buyer by Seller; provided, however, that if Seller terminates this Agreement on the deadline set forth for the Commercial Operation Date in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)), Seller shall not be required to pay any Delay Damages hereunder but shall forfeit the Development Period Security. Subject to the foregoing sentence, neither Party shall have any liability to the other Party with respect to a termination of this Agreement by Seller under this Section 3.2(b). Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s delay in achieving the Commercial Operation Date would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Delay Damages and other damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article shall not limit the amount of damages payable to Buyer if this Agreement is terminated by Buyer as a result of Seller’s failure to achieve the Commercial Operation Date. Any such termination damages shall be determined in accordance with Article 9. By the tenth (10th) day following the end of the calendar month in which Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing Buyer’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ten (10) days after receiving such an invoice, Seller shall pay to Buyer, by wire transfer of immediately available funds to an account specified in writing by Buyer or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon the Development Period Security for payment of such Delay Damages, and Buyer may exercise any other remedies available for Seller’s default hereunder.

  • Maximum Liability The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.