Nature of Termination Payments Sample Clauses

Nature of Termination Payments. The Parties acknowledge and agree that because of the unique nature of the Project and the unavailability of adequate substitutes, it is difficult or impossible to determine with precision the amount of damages that would or might be incurred by Purchaser or Seller as a result of termination of this Agreement by the Parties as described in Section 7.2.3(a) and (b). It is understood and agreed by the Parties that: (i) Purchaser and Seller, respectively, will be disadvantaged by such termination; (ii) it is impracticable or extremely difficult to quantify the amount of damages that would arise in the event of a termination; (iii) any sums which would be payable under Section 7.2.3(a) and (b) are in the nature of liquidated damages, are fair and reasonable and do not constitute penalties; (iv) such payments represent a reasonable estimate of damages; and (v) such payments shall, without duplication, be the sole and exclusive remedy of Purchaser and Seller, respectively, with respect to any such terminations.
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Nature of Termination Payments. The payments described in Section 20.1 include payment for all costs of Equipment and Materials, including breakage costs or termination fees incurred by Contractor upon termination of Equipment and Materials purchase agreements or purchase orders, temporary equipment, labor, transportation, engineering, design and other services relating to Contractor’s performance of its obligations under this Agreement and said Owner-requested Work (including any intellectual property rights licensed under this Agreement, expressly or by implication) provided by Contractor or such Subcontractors. Notwithstanding the termination of this Agreement, Owner shall remain obligated to pay such taxes as may become due that are otherwise payable by Owner pursuant to this Agreement. The above-described payments shall not be increased with respect to any of the foregoing or with respect to any withholdings in respect of any of the foregoing items that Owner may be required to make. EXECUTION COPY
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Nature of Termination Payments. The payments described in Section 20.1 include payment for: (a) all costs of Equipment and Materials, temporary equipment, labor, transportation, engineering, design and other services relating to Contractor’s performance of its obligations under this Agreement and said Owner-requested Work (including any intellectual property rights licensed under this Agreement, expressly or by implication) provided by Contractor or such Subcontractors; (b) all national, state, regional and local taxes, and other sales EXECUTION COPY taxes imposed on Contractor or its Subcontractors or the Work; (c) all other taxes, duties, levies, imposts, fees, or charges of any kind (whether in the United States or elsewhere) arising out of Contractor’s or any Subcontractor’s performance of the Work; and (d) any duties, levies, imposts, fees, charges, and royalties imposed on Contractor or its Subcontractors with respect to any Equipment and Materials, labor, or services provided under this Agreement. The taxes covered hereby include occupational, excise, unemployment, ownership, value-added, gross receipts, and any and all other taxes and duties on any item or service that is part of the Work, whether such tax is normally included in the price of such item or service or is normally stated separately. The above-described payments shall not be increased with respect to any of the foregoing or with respect to any withholdings in respect of any of the foregoing items that Owner may be required to make.
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Related to Nature of Termination Payments

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Effect of Termination; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

  • Expenses of Termination The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer), the Trustee and the Depositor for all reasonable expenses incurred by the Master Servicer (or such designee), the Trustee or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer, the Trustee or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

  • Notice of Termination; Effect of Termination Any proper termination of this Agreement under Section 7.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Conditions of Termination Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing:

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund:

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

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