LD Payment definition
Examples of LD Payment in a sentence
It is agreed between Sellers and Purchaser that the actual damages to Purchaser as a result of this default by Sellers are impractical to ascertain, and the return of the Deposit plus payment of Purchaser’s Costs and the LD Payment is a reasonable estimate thereof.
Such Damage Payment and Contract Capacity Failure LD Payment shall be considered liquidated damages and not a penalty, in accordance with Section 7.1; provided, however, that the foregoing shall not limit Buyer’s remedies for any willful misconduct of Seller.
Seller shall pay such COD LD Payment to Buyer no later than ten (10) Business Days following receipt of Buyer’s Notice.
For avoidance of doubt, upon Buyer’s declaration of an Early Termination Date hereunder, Buyer may exercise all of the rights and remedies provided to Buyer as the Non-Defaulting Party under Article Eight to satisfy the COD LD Payment, including, without limitation, immediately drawing upon the Performance Assurance posted by Seller.
If, notwithstanding Seller’s commercially reasonable efforts, the applicable Owner and Seller mutually agree that it would not be productive for Seller to continue efforts to correct the Equipment (the “LD Payment Date”), then Seller shall pay to Owner as liquidated damages an amount equal to the Liquidated Damages Amount as calculated on the LD Payment Date, capped at an amount equal to the initial LD Cap less the actual costs incurred by Seller to correct the Equipment.
Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to termination of this Agreement pursuant to this Section 3.11(a) would be difficult or impossible to predict with certainty, and (ii) the COD LD Payment is an appropriate approximation of such damages.
Upon Seller’s payment of the COD LD Payment to Buyer, this Agreement shall terminate and, other than as provided in Section 2.5, both Parties shall be released of any further liabilities and obligations under the Agreement.
Upon Seller’s payment of the Force Majeure LD Payment to Buyer, this Agreement shall terminate and, other than as provided in Section 2.5, both Parties shall be released of any further liabilities and obligations under the Agreement.
Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Pre-Construction Failure would be difficult or impossible to predict with certainty, and (ii) the Force Majeure LD Payment is an appropriate approximation of such damages.
For avoidance of doubt, upon Buyer’s declaration of an Early Termination Date hereunder, Buyer may exercise all of the rights and remedies provided to Buyer as the Non-Defaulting Party under Article Eight to satisfy the Force Majeure LD Payment, including, without limitation, immediately drawing upon the Performance Assurance posted by Seller.