▇▇▇▇▇ Liquidated Damages Not a Penalty Clause Samples

▇▇▇▇▇ Liquidated Damages Not a Penalty. Each Party agrees that Owner s’ actual damages for delay under the circumstances contemplated herein would be difficult or impossible to ascertain, and that the Delay Liquidated Damages provided for herein with respect to each such specific circumstance are intended to place Owner in the same economic position as it would have been in had the particular circumstance not occurred. Specifically, the Parties agree as follows: 1. The Delay Liquidated Damages provided herein are not a penalty, are fair and reasonable, and payment thereof would represent a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from the specific circumstance associated with the Delay Liquidated Damage. Specifically, Design- Build Firm acknowledges and agrees that unexcused delay in achieving Substantial Completion of the Project will result in increased costs to Owner for extended services and performance of Owner s’ management employees dedicated to management of the Project, Owner s’ Program Manager, Owner s’ Information Technology ( “IT ”) Personnel, Owner s’ Migration Consultant, in the performance of their services relating to the Project, and other increased Project costs, such as insurance, temporary power, and the like, for which Design-Build Firm will be responsible to pay Delay Liquidated Damages for a period of inexcusable delay, and that such costs have been appropriately taken into consideration in establishing the foregoing amounts of Delay Liquidated Damages; and 2. In recognition of the acknowledgments above, the Design-Build Firm is expressly estopped from asserting, and waives any rights it may have to assert, that the Delay Liquidated Damages provided for herein are a penalty or that they are not enforceable. The Delay Liquidated Damages set forth above shall constitute the only damages payable by the Design-Build Firm to Owner to compensate Owner for damages for the period of delay associated with the specific circumstance, regardless of legal theory. This limitation, however, is only intended to cover the period of delay during which the Design-Build Firm is permitted by Owner to continue performance to achieve Substantial Completion or Final Completion, as applicable, and is not intended to limit or preclude Owner s’ other remedies for breach specifically provided for in this Agreement, including Owner s’ remedies associated with a termination of Design-Build Firm for default. The Parties acknowledge and agree that Owner s...