Liquidated Damages Provision definition

Liquidated Damages Provision means a provision (if any) expressly set forth in a Contract between Buyer or an Affiliate of Buyer, on the one hand, and Seller or an Affiliate of Seller, on the other hand, that expressly (a) entitles Buyer or the applicable Affiliate of Buyer party to such Contract to assert a claim against Seller or the applicable Affiliate of Seller party to such Contract for monetary damages for a breach or violation of such Contract by Seller or the applicable Affiliate of Seller party to such Contract and (b) includes, if Buyer prevails on such claim, a pre-determined and express amount of, or an express formula that calculates the amount of, monetary damages (as such monetary damages are determined in accordance with, and subject to the terms and limitations set forth in, such Contract) that would be required to be paid by Seller or the applicable Affiliate of Seller party to such Contract to Buyer or the applicable Affiliate of Buyer party to such Contract, in the case of each of clauses (a) and (b), arising from any late delivery or other issues related to or arising out of the performance by Seller or any of its Affiliates under such Contract.
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Liquidated Damages Provision means section 2(f) of that certain Registration Rights Agreement, dated as of June 1, 2026, by and among Quantum and the investors party thereto, entered into in connection with the June 2026 Equity Issuance, requiring Quantum to pay cash liquidated damages to the investors if (a) the initial registration statement required to be filed with the SEC to register the resale of registrable securities issued in the June 2026 Equity Issuance is not filed within forty five (45) days of the Sixteenth Amendment Effective Date, including as a result of Quantum filing such registration statement without first providing the investors the opportunity to review and comment thereon or subsequently withdrawing such registration statement after filing or (b) Quantum fails to file with the SEC a request for acceleration of the effectiveness of such registration statement pursuant to Rule 461 under the Securities Act within five (5) trading days after being notified by the SEC, whether orally or in writing, that such registration statement will not be reviewed or is no longer subject to further review, in which case Quantum is required to pay to each investor an amount in cash equal to 1.0% of such investor’s pro rata portion of the aggregate subscription amount of $100,000,008 raised in the June 2026 Equity Issuance on the date of such failure and an additional amount equal to 1.0% of such investor’s pro rata portion of such aggregate subscription amount on each monthly anniversary thereof for so long as such failure continues, with such amounts calculated on a daily pro rata basis for any partial month prior to the cure of the applicable failure, subject to a maximum aggregate amount payable to any investor equal to 5.0% of such investor’s pro rata portion of such aggregate subscription amount, and further requiring Quantum to pay interest on any such liquidated damages not paid in full within ten (10) Business Days after becoming due at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law), accruing daily from the date such liquidated damages become due until paid in full.
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Examples of Liquidated Damages Provision in a sentence

  • Liquidated Damages Provision, the parties agree that any remedies for CDHS’ or Contractor’s non-compliance with laws not expressly incorporated into this Contract, or any covenants implied to be part of this Contract, shall not include money damages, but may include equitable remedies such as injunctive relief or specific performance.

  • Notwithstanding anything to the contrary set forth in the Transaction Documents, except for the Accrued Liquidated Damages payable in accordance herewith, no additional liquidated damages shall accrue or be payable to the 2006 Investor pursuant to the Liquidated Damages Provision for any reason whatsoever and any additional or inconsistent provisions in the Transaction Documents are expressly amended hereby.

  • Except for Section 3.19, Sanctions and Section 3.20, Liquidated Damages Provision, the parties agree that any remedies for DHS' or Contractor's non-compliance with laws not expressly incorporated into this Contract, or any covenants implied to be part of this Contract, shall not include money damages, but may include equitable remedies such as injunctive relief or specific performance.

  • In the event this project is not completed by the Agreement date indicated, penalties will be assessed per the Ohio Department of Transportation Construction and Material Specifications, Schedule of Liquidated Damages, Provision 108.07 (see General Provisions).

  • Limitation of Liability and Liquidated Damages Provision......................

  • Addenda which are a part of this contract are : Exhibit B – Liquidated Damages Provision; Lead Based Paint Addendum; Real Estate Disclosure Addendum and Release .

  • Liquidated Damages Provision Section 40.2(m) of Regulation 139 defines liquidated damages as the charges or adjustments which may become applicable in the event contributions are not made in the amounts or on the dates specified in the contract and which reasonably reflect the actual losses anticipated by the insurer in making commitments in advance of the receipt of the specified contributions.

  • Reasons for Liquidated Damages, Provision for Other Damages: The liquidated damages described above are established to provide for administrative costs and damage to the County's ability to provide public services and convenience thereof to the public which it serves.