Quantification of Damages Clause Samples

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Quantification of Damages. Without bias to what is established in the previous Clause, in case of theft of the Bicycle and/or its accessories, for causes imputable to the User, the liability that it assumes is marked by the commercial value of the Bicycle, and/or its accessories. In case of accident and/or traffic violations, the amount will be base on an appraisal verified by an authorized agency or the competent authority. The User that have caused the termination of their Membership, will not be entitled to the provision of the Services object in this document, if they have a pending balance, and only until the payment is made, they may be able to use the services mentioned in this document.

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Quantification of Damages. Any damage, deficiency, loss of Base Annual Rent, Additional Rent or other sums payable by Tenant hereunder, unamortized Landlord Concessions as described hereinafter, and all other damages may be recovered by Landlord, at Landlord’s option, upon default by Tenant, in separate actions, from time to time, as said damage shall have periodically accrued, or, at Landlord’s option, may be deferred until the expiration of the Lease Term (in which event Tenant hereby agrees that the cause of action shall not be deemed to have accrued until the date of expiration of said Lease Term), or, at Landlord’s option, in a single action in the event Landlord shall have declared the entire balance of Base Annual Rent, Additional Rent and other sums due under this Lease immediately due and payable pursuant to Section 12.2. In the event Landlord shall have declared the entire balance of Base Annual Rent, Additional Rent and other sums due under this Lease immediately due and payable, then in lieu of the Base Annual Rent and Additional Rent which would have been payable for the period after the date of any judgment obtained in any action by Landlord against Tenant to recover damages, Tenant shall pay a sum representing liquidated damages, and not penalty, in an amount equal to the excess of (i) the sum of the Base Annual Rent and Additional Rent provided for in this Lease for the unexpired portion of the Lease Term after the date of judgment discounted at a rate of three percent (3%) per annum to present value, over (ii) the rental value of the Demised Premises, at the time of termination of this Lease, for the unexpired portion of the Lease Term, discounted at a rate of three percent (3%) per annum to present value. In determining the rental value of the Demised Premises, the rent realized by any reletting accomplished or accepted by Landlord within a reasonable time after termination of this Lease, shall be deemed, prima facie, to be the rental value. In addition to all of the rights of the Landlord to recover damages herein provided, Tenant shall immediately reimburse Landlord for, and Landlord may recover, the unamortized portion of all contributions and other concessions (hereinafter “Landlord Concessions”), if any, provided by Landlord to Tenant as an inducement to enter into this Lease and any amendment, modification or extension hereof and/or pursuant to the terms of this Lease or any amendment, modification or extension hereof, including, but not limited to, (i) any a...

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Quantification of Damages. The Non-Defaulting Party shall provide the Defaulting Party with evidence to substantiate the amount of Losses claimed by the Non-Defaulting Party. If the Parties fail to agree upon the amount of Losses payable by the Defaulting Party to the Non-Defaulting Party, the Dispute shall be resolved in accordance with Clause 21 (Disputes).

Quantification of Damages. (a) Nothing herein shall be construed or interpreted as creating any right or entitlement on the part of any Indemnified Party to any form of double recovery. No Indemnified Party shall be entitled to recover any amount relating to any matter arising under one provision of this Agreement to the extent such Indemnified Party has already recovered such amount with respect to such matter pursuant to that or other provisions of this Agreement. (b) Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Person to mitigate any Damage which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. (c) The amount payable under this Article 6 in respect of any Damage shall be calculated net of any insurance proceeds actually received from insurance by the Indemnified Party, or from another Person liable for such Damage (net of any deductible or self-insurance retention payable by the Indemnified Party with respect to such insurance proceeds and any Tax payable in respect of such insurance proceeds). The Indemnified Party shall use commercially reasonable efforts to seek full recovery under all insurance policies and/or from all other Persons liable for any Damage, provided that the Indemnified Party shall not be required to initiate legal proceedings against the insurer or any third party. In the event that an insurance or other recovery is made by the Indemnified Party with respect to a particular Damage at any time after an indemnification payment is made to it under this Article 6 with respect to such Damage, then the Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to the lesser of (i) the amount of such indemnification payment and (ii) the aggregate net amount of the insurance or other recovery (after taking into account the costs of recovery to the Indemnified Party and the increases in premiums of the Indemnified Party). (d) The amount payable under this Article 6 in respect of any Damage shall be calculated net of any Tax benefit received or otherwise actually realized by the Indemnified Party as of the time of payment or at any time within the following three years on account of the event giving rise to such payment. If the Indemnified Party receives or otherwise realizes a Tax benefit within three years after an indemnification payment is made to it under this A...

Quantification of Damages. The amount of any Damages suffered or incurred by a party being indemnified under this Agreement (the “Indemnified Party”) will be determined by taking into account (i) any Tax cost incurred by such Indemnified Party as a result of the matter giving rise to such Damages or the receipt of any indemnification payments (including amounts released to the Purchaser pursuant to the Escrow Agreement or set off pursuant to Section 8.6(ii)) related to such Damages under this Article 8; and (ii) any Tax benefit actually realized by the Indemnified Party as a result of the matter giving rise to such Damages in the year in which the claim for such Damages was made or within three years thereafter. If the Indemnified Party receives a Tax benefit after a claim for Damages is made within such three-year period, the Indemnified Party shall promptly pay to the party indemnifying the Indemnified Party (the “Indemnifying Party”) the amount of such Tax benefit at such time or times as and to the extent that such Tax benefit is realized by the Indemnified Party, less all costs, fees and expenses (including Taxes) incurred in seeking and collecting such recovery and realization..

Quantification of Damages. The amount of any Damages which may be claimed by either party hereunder shall be calculated to be the cost or loss to such party after giving effect to any insurance proceeds received by such party in relation to the matter which is the subject of the claim (net of expenses incurred in obtaining such recovery or benefit).

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Limitation of Damages SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.

Mitigation of Damages The Executive will not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. Except as otherwise specifically provided in this Agreement, the amount of any payment provided for under this Agreement will not be reduced by any compensation earned by the Executive as the result of self-employment or employment by another employer or otherwise.

Calculation of Damages (a) The amount of any Damages payable under this Article 11 by the Indemnifying Party shall be net of any (i) amounts recovered by the Indemnified Party under applicable insurance policies, or from any other Person alleged to be responsible therefor and (ii) the net Tax benefit actually realized by the Indemnified Party and its Affiliates as a result of the incurrence or payment of such Damages by the Indemnified Party, determined on a “with-and-without basis” (a “Tax Benefit”). If the Indemnified Party or any of its Affiliates receive any Tax Benefits subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such Tax Benefits. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. The Indemnified Party shall diligently prosecute any claims for recovery under applicable insurance policies, and from any other Person alleged to be responsible for any Damages, and shall diligently pursue any and all claims for Tax credits or refunds to the extent such Tax credits or refunds would give rise to a Tax Benefit. (b) Each Indemnified Party shall use commercially reasonable efforts to mitigate in accordance with Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (c) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 11.02. (d) Neither Baker Hughes nor Partner shall be liable under Section 11.02(a)(i) or Section 11.02(a)(iii), or Section 11.02(b)(i) or Section 11.02(b)(iii), respectively, for any Damages for Remedial Actions with respect to Baker Hughes Transferred Facilities or Partner Contributed Facilities, as the case may be, arising under Environmental Laws (i) to the extent such Damages arise out of any subsurface or invasive sampling, testing or other invasive investigation of any environmental media, unless such sampling, testing or other invasive investigation is (A) required by Applicable Law, Environmental Law, any binding permit, license or authorization issued under any Environmental Law, or a Governmental Authority, (B) conducted to respond to an imminent and material threat to human health or the environment, (C) for the purposes of construction, improvement, maintenance, repair or expansion of a building or other facility, which construction, improvement, maintenance, repair or expansion requires soil excavation which excavation results in visual, olfactory or other reasonable evidence of contamination, (D) conducted in response to a Third Party Claim, or (E) required at any leased real property pursuant to any lease agreement, or (ii) to the extent such Damages exceed those that are reasonably necessary to satisfy, in a reasonably cost-effective manner, the minimum requirements or standards acceptable or allowed under Environmental Law or to an applicable Governmental Authority pursuant to Environmental Law, using, where possible, risk-based standards, engineering or institutional controls, or deed or other restrictions, in each case so long as such does not materially inhibit those commercial or industrial (as the case may be) activities or operations being performed on the relevant real property or otherwise materially and adversely impact the value of the relevant real property as compared to the value on the Closing Date, it being understood there is no requirement to conduct remediation other than to commercial or industrial standards, as the case may be. (e) Each of Baker Hughes and Partner shall have the right (but not obligation) to defend, control or conduct any Remedial Action with respect to the matters for which it is responsible under Sections 11.02(a)(i), 11.02(a)(iii), 11.02(a)(iv), 11.02(b)(i), 11.02(b)(iii), or 11.02(b)(iv), as the case may be, as an Indemnifying Party; provided, however, that the Indemnifying Party shall not have the right to assume the control of the defense of any Third Party Claim brought by a material customer or material supplier of the Company. Company agrees to provide reasonable access to Baker Hughes and Partner so that they may be able to conduct any such defense or control or Remedial Action, and during such time Baker Hughes and Partner, as the case may be, shall (i) not unreasonably interfere with the continuing use of the subject property, (ii) reasonably consult with the Company and the Indemnified Party with respect to any such Remedial Action, (iii) promptly provide the Company and the Indemnified Party copies of any non-privileged reports, workplans, notices, correspondence, data or other documentation related to such Remedial Action, and (iv) allow the Company and the Indemnified Party to attend and participate in material meetings with respect to such Remedial Action.

Exclusion of Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Payment of Damages 19.8.1 The Contractor may claim Damages due and payable to it in accordance with the provisions of this Agreement. 19.8.2 The Authority’s Engineer shall issue the IPC within 15 (fifteen) days of the receipt of the claim under Clause 19.8.1, after making adjustments in accordance with the provisions of this Agreement. The Authority shall pay to the Contractor the amount due under any IPC within a period of 30 (thirty) days from the date of the submission of the claim under this Clause 19.8. In the event of the failure of the Authority to make payment to the Contractor within the specified time, the Authority shall be liable to pay to the Contractor interest thereon and the provisions of Clause 19.9 shall apply mutatis mutandis thereto.

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