Obligation Absolute; Partial Liquidated Damages. The ​’s obligations to issue and deliver the Conversion Shares upon conversion of this Note 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 ​ 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 ​ to the Holder in connection with the issuance of such Conversion Shares. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the ​ 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 Note shall have been sought and obtained, and the ​ posts a surety bond for the benefit of the Holder in accordance with [Section 4.1(e)] of the Purchase Agreement. The exercise of any such rights shall not prohibit the Holder from seeking to collect damages under this Note, the Purchase Agreement or under applicable law.

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.

Liquidated Damages. Company and Investor agree that in the event Company fails to comply with any of the terms or provisions of this Warrant, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Investor and Company agree that any fees or other charges assessed under this Warrant are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Investor’s and Company’s expectations that any such liquidated damages will tack back to the Issue Date for purposes of determining the holding period under Rule 144.

Liquidated Damages. If, after one hundred twenty (120) days from the Closing Date, the Company has not registered Registrable Securities pursuant to the requirements of [Section 2.1] herein, or if the Registration Statement filed pursuant to [Section 2.1] herein (and modified pursuant to [Section 2.2], if applicable) is not declared effective, or if the Registrable Securities (or such number of them permitted to be registered pursuant to [Section 2.2] hereof) are registered pursuant to an effective Registration Statement and such Registration Statement is not effective for a period thereafter in excess of thirty days during any calendar year, the Company shall, for each business day issue exceeding the aforesaid limits on which the Registration Statement is not effective, issue to the Participating Holder(s), as liquidated damages and not as a penalty, two (2) shares of Series C Preferred Stock for any such day, such issuance to be made no later than the tenth business day of the calendar month next succeeding the month in which such day of ineffectiveness occurs.

Failure to Deliver. Company agrees that if it fails to deliver the required number of freely tradable shares subject to the last paragraph of [Section 1], within seven (7) business days of ​ exercising its warrants, the Company shall pay as liquidated damages, 250 freely tradeable shares of Company to Holder for each business day thereafter it fails to distribute the required number of shares to Holder. Company agrees that if it fails to satisfy its obligation in this paragraph, Holder’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to protect Holder’s damages. Accordingly, the parties agree that the liquidated damages are not a penalty but shall be deemed liquidated damages.

Damages. Unless otherwise agreed by the Parties, all monies recovered upon the final judgment or settlement of any action described in [Section 12.6(b)], or any action described in [Section 12.6(c)], will be used: # first, to reimburse each of the Parties on a pro rata basis for each of their out-of-pocket costs and expenses relating to the action; and # second, ​ to the controlling Party and ​ to the other Party.

Damages. The Company and Consultant have to perform its own work responsibility separately at its best effort and reasonable business judgment. Once one party breach this principle, the other party shall have right to obtain corresponding damages for work malpractice or delay to be caused.

Damages. The parties agree that damages incurred as a result of a breach of this Agreement will be difficult to measure. It is, therefore, further agreed that, in addition to any other remedies, equitable relief will be available in the case of a breach of this Agreement. It is also agreed that, in the event Consultant files a claim against the Company with respect to a claim released by Consultant herein (other than a proceeding before the Equal Employment Opportunity Commission), the Company may withhold, retain, or require reimbursement of all or any portion of the benefits and severance payments under the Severance Agreement, the STIP, or this Agreement until such claim is withdrawn by Executive.

Damages. In no event shall any Party be liable to the other Party for any consequential, special or incidental loss or damage.

“Liabilities” means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due), including, without limitation, any liability for Taxes.