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Learning phrases from liquidated damages clauses

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Print out the selection of ‘liquidated damages’ clauses below and highlight any words, phrases or sentences that you could use in drafting your own liquidated damages clause. Notice the differences in style. Which one is easiest to understand?

Make sure that you understand the meanings of all of the phrases. Use the TransLegal World Law Dictionary to help you with any difficult words. You should try to find out the meaning yourself first before checking with your trainer.

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16. LIQUIDATED DAMAGES. Both Mr. Silver and the Company agree that it would be impracticable and extremely difficult to ascertain the amount of actual damages caused by material breach of the nondisparagement or confidentiality provisions set forth in paragraphs 11 and 12 of this Agreement, respectively. Therefore, Mr. Silver and the Company agree that, in the event it is established, pursuant to the Dispute Resolution provision (paragraph 18), that Mr. Silver has violated such provisions, Mr. Silver shall pay to the Company, as liquidated damages, ten (10) thousand dollars ($10,000) for each breach. Mr. Silver and the Company further agree that this liquidated damages provision represents reasonable compensation for the loss which would be incurred by the Company due to any such breach. Mr. Silver also agrees that nothing in this section is intended to limit the Company’s right to obtain injunctive and other relief as may be appropriate.

15.4.2 Liquidated Damages. Whereas a minor breach of any of the events set out below may not warrant termination of this Agreement, but will cause SCEA damages in amounts difficult to quantify, SCEA may require Publisher to pay liquidated damages of [*] per event, as follows: (i) Failure to submit Advertising Materials to SCEA for approval (including any required resubmissions); (ii) Broadcasting or publishing Advertising Materials without receiving the final approval or consent of SCEA; (iii) Failure to make SCEA’s requested revisions to Advertising Materials; or (iv) Failure to comply with the SourceBook, Manufacturing Specifications or Guidelines which relates in any way to use of Licensed Trademarks. Liquidated damages shall be invoiced separately or on Publisher’s next invoice for Licensed Products. SCEA reserves the right to terminate this Agreement for breach in lieu of seeking liquidated damages or in the event that liquidated damages are unpaid.

8. LIQUIDATED DAMAGES. NOW this Policy is to pay the Owner, subject to the Conditions, Warranties, Definitions and Exclusions set forth herein, the liquidated damages payable under the terms of Section 6.11 (a) only of the Agreement and to be calculated in accordance with the terms set forth within subsection I.B only of Schedule C to the Agreement for each day that Substantial Completion of the Project is delayed beyond the date which is 30 days after the Guaranteed Completion Date directly as a result of any act of neglect, error or omission on the part of the Assured, its Contractors and their subcontractors of all tiers in the scope of work to be performed by the Assured under the Agreement, and/or any other cause for which the Assured is not entitled to relief or excuse under the terms of the Agreement.

In consequence thereof, Underwriters hereby agree, upon a valid claim having been established to the reasonable satisfaction of Underwriters as falling within the terms and conditions of this Policy, to pay the Owner within 45 days from the date a valid claim has been established to the reasonable satisfaction of Underwriters in respect of loss(es) sustained which are the subject of such claim, and thereafter within 45 days of any further loss(es) sustained (the amount of the loss to be paid to be calculated on a monthly basis); it being understood and agreed that such reimbursements shall be made on a provisional basis pending final determination and settlement of the amount to be paid under this Policy, provided however that in no circumstances shall Underwriters’ maximum liability exceed the stated limits provided under this Policy.

Underwriters’ maximum liability under this Policy limited to US$24,062,000 in all hereunder.

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