Sole Remedy; Liquidated Damages Not a Penalty Sample Clauses

Sole Remedy; Liquidated Damages Not a Penalty. The amounts, if any, payable under Section 14.1, as limited by Article 29, and the other remedies provided for in this Article 14, shall be the sole and exclusive remedies of Owner for failure of Contractor or the Project to achieve Substantial Completion by the Guaranteed Substantial Completion Date. The Parties agree that Owner’s actual damages in the event of such delays or failures would be extremely difficult or impracticable to determine. After negotiation, the Parties have agreed that the Delay Liquidated Damages are in the nature of liquidated damages and are a reasonable and appropriate measure of the damages that Owner would incur as a result of such delays or failures, and do not represent a penalty.
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Sole Remedy; Liquidated Damages Not a Penalty. The remedies provided for in this Article 15, shall be, in addition to Purchaser's rights to terminate this Contract, the sole and exclusive remedies of Purchaser for failure of Seller or the Project to achieve (a) Project Substantial Completion by the Guaranteed Project Substantial Completion Date, including the obligation to achieve commercial operation of the Project in accordance with the Project Schedule, (b) the Minimum Guaranteed Plant Capacity and (c) the Minimum Guaranteed Plant Reliability. The Parties agree that Purchaser’s actual damages in the event of such delay or failure may be extremely difficult or impracticable to determine. After negotiation, the Parties have agreed that the Delay Liquidated Damages, Initial Plant Capacity Liquidated Damages, Final Plant Capacity Liquidated Damages, Initial Plant Reliability Liquidated Damages, and Final Plant Reliability Liquidated Damages are in the nature of liquidated damages and are a reasonable and appropriate measure of the damages that Purchaser would incur as a result of such delays or failures, and do not represent a penalty. 45
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Sole Remedy; Liquidated Damages Not a Penalty. The amounts payable under Sections 15.1, 15.2 or 15.3, as limited by Article 31, and the other remedies provided for in this Article 15 and, if such failure constitutes a Contractor Event of Default pursuant to Section 19.1(j) or Section 19.1(k), the remedies provided for in Sections 19.2(a) through (h), shall be the sole and exclusive remedies of Owner for delays in Substantial Completion, for failure to meet the Reliability Guarantee and for failure of the Project to meet the Performance Guarantees (other than the Emissions Guarantees) during the Acceptance Tests. THE PARTIES AGREE THAT OWNER’S ACTUAL DAMAGES, AS APPLICABLE, IN THE EVENT OF SUCH DELAYS OR FAILURES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. ALTHOUGH OWNER’S ESTIMATE OF ITS DAMAGES, INCLUDING THE LOSS OF OPERATING REVENUE AND OTHER OPERATING AND CONSTRUCTION COSTS AND CHARGES IN THE EVENT OF SUCH DELAYS OR FAILURES SIGNIFICANTLY EXCEEDS THE AMOUNT OF THE LIQUIDATED DAMAGES PROVIDED HEREIN, AFTER NEGOTIATION, THE PARTIES HAVE AGREED TO AMOUNTS THAT REPRESENT EACH OF THE DELAY LIQUIDATED DAMAGES, THE RELIABILITY LIQUIDATED DAMAGES AND THE PERFORMANCE LIQUIDATED DAMAGES, AND THAT SUCH LIQUIDATED DAMAGES ARE IN THE NATURE OF LIQUIDATED DAMAGES, AND NOT A PENALTY.
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Sole Remedy; Liquidated Damages Not a Penalty. The amounts payable under Sections 15.1 or 15.3, as limited by Article 31, and the other remedies provided for in this Article 15 shall be the sole and exclusive remedies of Owner for delays in Substantial Completion, and for failure of a Unit to meet the Performance Guarantees (other than the Environmental Compliance Guarantees) during the Acceptance Tests, except to the extent a delay in Substantial Completion becomes a Contractor Event of Default pursuant to Section 19.1(g). The Parties agree that Owner’s actual damages, as applicable, in the event of such delays or failures would be extremely difficult or impracticable to determine and that Owner’s estimate of its costs and revenues in the event of such delays or failures significantly exceed the amount of the liquidated damages provided herein. After negotiation, the Parties have agreed that the Delay Liquidated Damages and the Performance Liquidated Damages do not exceed the damages that Owner would incur as a result of such delays or failures and are in the nature of liquidated damages, and not a penalty. For the avoidance of doubt, Contractor shall have an absolute obligation to cause each Unit (subject to Sections 19.3, 31.1 and 31.2): (a) to successfully achieve Mechanical Completion; (b) to successfully achieve the Environmental Compliance Guarantees; and (c) to achieve the Minimum Performance Criteria.
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Sole Remedy; Liquidated Damages Not a Penalty. Except (as limited by Section 30.2) to the extent Contractor’s failure to perform hereunder contributes to a Contractor Event of Default for failure to meet the [___________] Standard, Owner’s sole and exclusive remedy for the failure of the Project to achieve the [_______] Guarantee shall be the payment of [_______] Liquidated Damages and [_______] Buy Down Amounts as set forth in Article 15. Except (as limited by Section 30.2) to the extent Contractor’s failure to perform hereunder contributes to a Contractor Event of Default, and except as set forth in Section 23.1(j), Owner’s sole and exclusive remedies for Contractor’s failure to achieve Substantial Completion and Final Completion, in each case, by the applicable Project Guaranteed Date, shall be the payment of Delay Liquidated Damages, as set forth in Section 15.1. The Parties agree that Owner’s actual damages in the event of such delays or failures would be extremely difficult or impracticable to determine and that Owner’s estimate of its costs and lost revenues in the event of such delays or failure may significantly exceed the amount of the liquidated damages provided herein. After negotiation, the Parties have agreed that the Delay Liquidated Damages, [_______] Liquidated Damages and [_______] Buy Down Amounts are in the nature of liquidated damages and are a reasonable and appropriate measure of the damages that Owner would incur as a result of such delays or failures, and do not represent a penalty. Nothing herein shall be deemed to modify Contractor’s absolute obligation (subject to Article 30) to successfully achieve Mechanical Completion.
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Related to Sole Remedy; Liquidated Damages Not a Penalty

  • Payment of Liquidated Damages If you supply all or some of your milk to a third party during a Month you must, if required by DFMC, immediately pay to DFMC liquidated damages for that Month calculated as follows: $X = W cents x (Y – Z) Where: $X is the amount payable by you to DFMC for the relevant Month. If $X is a negative amount, no amount is payable by you. Y is the average monthly litres you have supplied to DFMC based on the 12 months immediately preceding the relevant Month (or in the event you have not supplied DFMC for 12 months, the average monthly litres you have supplied to DFMC during the period you have supplied DFMC). Z is the number of litres supplied to DFMC by you for the relevant Month.

  • Waiver of Liquidated Damages If the Partnership is unable to cause a Registration Statement to become effective on or before the Target Effective Date, then the Partnership may request a waiver of the Liquidated Damages, which may be granted by the consent of the Holders of at least the Registrable Securities Required Voting Percentage, in their sole discretion, and which such waiver shall apply to all the Holders of Registrable Securities included on such Registration Statement.

  • Sole Remedy This Section 2.7 states the sole remedy available to Noteholders for the replacement or payment of mutilated, destroyed, lost or stolen Notes.

  • Liquidated Damages The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

  • Indemnification as Sole Remedy If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11.

  • Sole Remedy/Waiver Except with respect to claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing pursuant to this Agreement, and except in the case of fraud with respect to the representations, warranties, covenants and agreements contained in this Agreement, the Parties acknowledge and agree that the remedies provided for in Section 2.9, Section 6.5 and this Article VII shall be the Parties’ sole and exclusive remedy, from and after the Closing, with respect to the subject matter of this Agreement or any of the Ancillary Implementing Agreements (but not with respect to any claims under the other Ancillary Agreements, which shall be governed by the terms thereof). In furtherance of the foregoing, and except as set forth in the exceptions set forth in the preceding sentence and except as provided in Section 2.9, Section 6.5 and this Article VII, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against the Sellers or any of their Affiliates, or Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries), as the case may be, in connection with the transactions contemplated by this Agreement or any of the Ancillary Implementing Agreements (but not with respect to any rights, claims or causes of action under the other Ancillary Agreements which, in each case, shall be governed by the terms thereof), whether arising under or based upon breach of warranty or contract (including for breach of any representation, warranty, covenant or agreement), tortious conduct (including negligence), any Law (including any such Law relating to environmental matters (including Environmental Laws) or arising under or based upon any securities Law, common law or otherwise) or otherwise. Each Party shall cause its respective Affiliates party to an Ancillary Implementing Agreement not to assert any claims or causes of action under such Ancillary Implementing Agreement, and all such claims shall be asserted only under this Agreement. Without limiting the generality of the foregoing, in no event shall any Party, its Affiliates, successors or permitted assigns be entitled to claim or seek rescission of the transactions contemplated by this Agreement and the Ancillary Agreements.

  • Termination Not Sole Remedy Termination is not the sole remedy under this Agreement and, whether or not termination is effected and notwithstanding anything contained in this Agreement to the contrary, all other remedies shall remain available except as agreed to otherwise herein.

  • Obligation Absolute; Partial Liquidated Damages The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Debenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such Conversion Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Hxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

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