LIQUIDATED DAMAGES PROVISIONS Sample Clauses

LIQUIDATED DAMAGES PROVISIONS. Section 2(d) of the Agreement is amended by inserting the following immediately after the first sentence of the existing Section 2(d) of the Agreement: “Notwithstanding the foregoing, if the Mandatory Registration Statement is not declared effective by the Commission because of the staff of the Commission’s determination, evidenced by oral or written comments, that all or any part of the securities being registered are being offered by or on behalf of the Company or that the use of Rule 415 is otherwise not available in connection with the resale of all of the Registrable Shares, then no such liquidated damages shall accrue or become due with respect to such Event until January 1, 2008, on which date the liquidated damages shall begin to accrue and be paid. Further, the failure to have such Registration Statement declared effective shall not be a breach or default by the Company of its obligations to use best efforts to have such shares registered for resale; provided that from and after January 1, 2008 the liquidated damages shall begin to accrue and be paid.”
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
LIQUIDATED DAMAGES PROVISIONS. 22 7.16.1 GENERAL PROVISIONS .............................................................................................. 21-23 7.16.2 MANAGED CARE OPERATIONS, TERMS AND CONDITIONS, AND PAYMENT PROVISIONS.............................................................................................. 23-24 7.16.3 TIMELY REPORTING REQUIREMENTS ................................................................... 24 7.16.4 ACCURATE REPORTING REQUIREMENTS............................................................. 24-29 7.16.5 TIMELY PAYMENTS TO PROVIDERS ...................................................................... 29-31 7.16.6 CONDITIONS FOR TERMINATION OF LIQUIDATED DAMAGES ....................... 31 7.16.7 EPSDT & LEAD SCREENING PERFORMANCE STANDARDS .............................. 31-33 7.16.8 DEPARTMENT OF HEALTH AND HUMAN SERVICES CIVIL MONEY PENALTIES .................................................................................................................... 33 7.16.8.1 FEDERAL STATUTES .................................................................................................. 34 7.16.8.2 FEDERAL PENALTIES ................................................................................................. 34-35 7.16.9 PROVIDER NETWORK COMPLIANCE STANDARDS 35-36 7.16.10 CARE MANAGEMENT COMPLIANCE STANDARDS 36 7.16.11 MEDICAL COST RATIO COMPLIANCE 36-37 7.17 STATE SANCTIONS 37 7.18 APPEAL PROCESS 37 7.19 CONTRACTOR CERTIFICATIONS 37 7.19.1 GENERAL PROVISIONS 37 7.19.2 CERTIFICATION SUBMISSIONS 37-38 7.19.3 ENVIRONMENTAL COMPLIANCE 38 7.19.4 ENERGY CONSERVATION 38 7.19.5 INDEPENDENT CAPACITY OF CONTRACTOR 38 7.19.6 NO THIRD PARTY BENEFICIARIES 38 7.19.7 PROHIBITION ON USE OF FEDERAL FUNDS FOR LOBBYING 38-39 7.19.8 CERTIFICATION AND DISCLOSURE OF POLITICAL CONTRIBUTIONS - COMPLIANCE WITH N.J.S.A. 19:44A-20.13 ET SEQ 39 7.20 REQUIRED CERTIFICATE OF AUTHORITY 39 7.21 SET-OFF FOR STATE TAXES AND CHILD SUPPORT 39 7.22 CLAIMS 39 7.23 MEDICARE RISK CONTRACTOR 39-40 7.24 TRACKING AND REPORTING 40-41 7.25 FINANCIAL STATEMENTS 41 7.25.1 AUDITED FINANCIAL STATEMENTS (SAP BASIS) 41-42 7.25.2 UNAUDITED FINANCIAL STATEMENTS (SAP) 42 7.26 FEDERAL APPROVAL AND FUNDING 42 7.27 CONFLICT OF INTEREST 42-43 7.28 RECORDS RETENTION 43-44 7.29 WAIVERS 44 7.30 CHANGE BY THE CONTRACTOR 44 7.31 INDEMNIFICATION 44-45 7.32 INVENTIONS 46 7.33 USE OF CONCEPTS 46 7.34 PREVAILING WAGE 46 7.35 DISCLOSURE STATEMENT 46-48 7.36 FRAUD, WASTE AND ABUSE 48 7.36.1 COMPLIANCE P...
Sample 1
LIQUIDATED DAMAGES PROVISIONS. VII-24 7.16.1 GENERAL PROVISIONS..................................................................... VII-24 7.16.2 MANAGED CARE OPERATIONS, TERMS AND CONDITIONS, AND PAYMENT PROVISIONS.................. VII-26 7.16.3 TIMELY REPORTING REQUIREMENTS.......................................................... VII-27 7.16.4 ACCURATE REPORTING REQUIREMENTS........................................................ VII-27 7.16.5 TIMELY PAYMENTS TO MEDICAL PROVIDERS................................................... VII-28 7.16.6
Sample 1
LIQUIDATED DAMAGES PROVISIONS. In all the below liquidated damages sections, the Lottery and the Contractor agree that it will be extremely impractical and difficult to determine actual damages which the Lottery will sustain. The commodities and/or services to be provided under the Contract are not readily available on the open market; any breach by the Contractor will delay and disrupt the Lottery's operations and will lead to damages. Therefore, the parties agree that the liquidated damages as specified in all the sections below are reasonable. Additionally, the Lottery reserves the right to define additional liquidated damages provisions dependent on the successful Vendor’s offerings and negotiations. Except and to the extent expressly provided herein, the Lottery shall be entitled to recover liquidated damages under each section applicable to any given incident.
Sample 1
LIQUIDATED DAMAGES PROVISIONS. A. All work on the Vessel contemplated hereunder shall be completed (including completion of satisfactory Trials) and redelivery on the Vessel effected on or before the Redelivery Date set forth on the first page of this Agreement or such extensions of time as are provided for herein, except that BUILDER has no responsibility for the Interior and no responsibility for late Redelivery if construction or installation of the Interior delays Redelivery, except that BUILDER must timely perform its defined work tasks within the Hopeman Builder Support Allowance. Both parties recognize that during conversion OWNER will make contracts depending upon the use of the Vessel so that redelivery time is of the essence and that redelivery delay will result in substantial damages not susceptible of accurate calculation. In the event the Vessel is not converted and redelivered to the OWNER on the Redelivery Date (or on such later date as is permitted to the BUILDER without liability under Article V hereof), OWNER will deduct from
Sample 1
LIQUIDATED DAMAGES PROVISIONS. A. All work on the Vessel contemplated hereunder shall be completed and delivery on the Vessel effected on or before the Delivery Date set forth on the first page of this Agreement or such extensions of time as are provided for herein. Both parties recognize that because during construction OWNER will make contracts depending upon the use of the Vessel and that delivery time is of the essence and that delivery delay will result in substantial damages not susceptible of accurate calculation. In the event the Vessel is not completed and delivered to the OWNER on the Delivery Date or Extended Delivery Date by the provisions of this Agreement, OWNER will deduct from Delivery Payment for the Vessel the sum of One Thousand Dollars and no cents U.S. Currency (US $5,000.00) per day for each day following the Delivery Date, or the Extended Delivery Date until the Vessel is actually completed and accepted by OWNER. This is in lieu of all other damages, direct or consequential, which may result to OWNER from delay.
Sample 1
LIQUIDATED DAMAGES PROVISIONS 
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs

Related to LIQUIDATED DAMAGES PROVISIONS

  • 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.

  • 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.

  • Payment of Damages The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an indemnifying party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Damages.

  • Investor’s Rights and Remedies Cumulative; Liquidated Damages All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s failure to comply with the provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under the Note and the other Transaction Documents are intended by the parties to be, and shall be deemed, liquidated damages (under Company’s and Investor’s expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period under Rule 144 under the 1933 Act). The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Agreement is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Closing Date and are consistent with investments of this type. The liquidated damages provisions of the Transaction Documents shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages provided for in the Transaction Documents are intended to be in lieu of actual damages.

  • 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.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER Seller will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Acquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

  • Certain Rules Relating to the Payment of Additional Amounts (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.

Time is Money Join Law Insider Premium to draft better contracts faster.