Pre-Estimate Clause Samples
A Pre-Estimate clause defines an agreed-upon calculation or approximation of potential losses or damages that may arise from a specific event, such as a breach of contract. In practice, this clause sets a predetermined amount or formula for compensation, which both parties accept as a fair assessment of likely harm, rather than requiring proof of actual loss. Its core function is to provide certainty and efficiency by avoiding disputes over the extent of damages, thereby streamlining the resolution process and allocating risk in advance.
POPULAR SAMPLE Copied 3 times
Pre-Estimate. The Parties agree that an amount recoverable under Clause 10.2 (Payments on Early Termination) above is a reasonable pre-estimate of loss and not a penalty. Such amounts are payable for loss of bargain and loss of protection against future risks. Neither Party will be entitled to any additional damages in respect of any Terminated Transactions, except as otherwise expressly provided in the Agreement.
Pre-Estimate. (a) Not a penalty
Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. Transfer Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that: — a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). Any purported transfer that is not in compliance with this Section will be void. Contractual Currency
Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under Ibis Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.
Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.
Pre-Estimate. The parties agree that a quantity or amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such quantity or amount is deliverable or payable for the loss of bargain and the loss of protection against future risks, and, except as otherwise provided in this Agreement, neither Party will be entitled to recover any additional damages as a consequence of the termination of the Terminated Transactions.”
Pre-Estimate. Section 6(e)(iv) of the Agreement is hereby amended by adding the following wording after the word ‘‘except’’ in the third line thereof: ‘‘
(1) for any loss which either party may suffer by reason of its payments hereunder ceasing to be deductible for tax purposes as a result of one or more of the representations made by Party A in Part 5(j)(iii) failing to be accurate and true at any time unless such failure would not have occurred but for (a) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (b) a Change in Tax Law; or (2)’’.
Pre-Estimate. The parties agree that the rate of liquidated damages is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.
Pre-Estimate. This clause states that an amount recovered through an early termination pay- ment (calculated using the Market Quotation measure) reflects a loss of bargain and loss of protection against future risks and is not a penalty. Parties cannot claim additional damages because of such losses. Hence consequential loss claims are prohibited.
Pre-Estimate. (a) Not a penalty Subject to the Close Out Formula complying with any Applicable Law, the parties agree that any Settlement Amount determined by reference to the Close Out Formula is a reasonable pre-estimate of loss and not a penalty.
(b) Loss of bargain, etc. The parties agree that:
(i) any Settlement Amount includes full and final payment for the loss of bargain and the loss of protection against future risks; and
(ii) except as otherwise provided in this Agreement, neither party is entitled to recover any additional damages as a consequence of those losses.