Effect of Termination; Etc. (a) In the event of the termination of this Agreement in accordance with Section 7.02, (i) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Section 7.03 and Section 5.07, the indemnification and reimbursement obligations of Parent under Section 5.11(a) and Section 5.12(e), Article VIII (other than Section 8.17), and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, and (ii) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of Parent, Merger Sub or the Company or of their respective Affiliates or other equityholders. Notwithstanding the immediately preceding sentence of this Section 7.03(a), termination of this Agreement pursuant to Section 7.02 shall not release any party hereto from any liability (x) pursuant to the sections specified in this Section 7.03(a) that survive such termination or (y) except as expressly provided in any of the provisions that survive such termination, for any Intentional Breach by a party of its representations, warranties, covenants or agreements that occurred prior to such termination.
Effect of Termination; Etc. (i)In the event of the termination of this Agreement in accordance with Section 8.06 hereof, (i) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Section 8.07 and Section 6.06, Article IX (other than Section 9.17) and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, and (ii) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of any party hereto. Notwithstanding the immediately preceding sentence of this Section 8.07(a), termination of this Agreement pursuant to Section 8.06 shall not release any party hereto from any liability (x) pursuant to the sections specified in this Section 8.07(a) that survive such termination or (y) except as expressly provided in any of the provisions that survive such termination, for (A) any intentional and material breach by a party of its representations and warranties under this Agreement or (B) any material breach by a party of its covenants and agreements under this Agreement taken with knowledge that such action or inaction was in material breach of this Agreement, in each case that occurred prior to such termination (the breach described in this clause (B), a “Material Covenant Breach”). Nothing in this Section 8.07(a) shall limit the right of any party hereto to bring or maintain any action (i) for injunction, specific enforcement of the obligations of Purchaser, the Merger Sub or the Company or any other party under this Agreement, or other equitable relief as provided in Section 9.12 or (ii) arising out of or in connection with any breach of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Agreement, if an award of damages is sought against any party hereto for any alleged breach of this Agreement by such party occurring prior to the Closing, the parties agree that any such award of damages shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include the benefit of the bargain lost by the party (and, in the case of the Company, lost by the Eligible Holders) seeking such award (i.e., expectancy damages) if a court of competent jurisdiction in accordance with Section 9.08 determines appropriate under applicable Law and, if so determined by such a court, shall be recoverable by Purchaser, ...
Effect of Termination; Etc. If Osaka Prefecture does not apply for renewal of certification apply for cancellation of the IR Area Development Plan based on the reasons other than meeting the criteria to decide continuation of the IR Area Development Plan (Section 8-1.-(1)a. to c.), or if the Implementation Agreement is terminated due to this non-renewal or cancellation of the certification of the IR Area Development Plan, Osaka Prefecture will compensate the IR Operator for damages which would ordinary arises therefore and actually incurred by the IR Operator (excluding lost profits) in accordance with the provisions of the Implementation Agreement. However, if Osaka Prefecture does not apply for renewal of the IR Area Development Plan as a result that Osaka City does not give a consent to a renewal by its council due to reasons other than meeting the criteria to decide continuation of the IR Area Development Plan (Section 8-1.-(1) a. to c.), or if the Implementation Agreement is terminated due to this non-renewal of the certification, Osaka City will compensate the IR Operator for damages which would ordinary arise therefrom and actually incurred by the IR Operator(excluding lost profits) in accordance with the provisions of the Location Agreement.
Effect of Termination; Etc. (a) In the event of any termination of this Agreement as provided in Section 8.1, the obligations of the parties hereunder shall terminate and there shall be no liability on the part of any party hereto with respect thereto, except for the confidentiality provisions of Section 6.4 and the provisions of Section 3.26, Section 4.8, this Section 8.2, Section 8.3 and Article IX, each of which shall remain in full force and effect; provided, however, that nothing herein shall relieve the Company, Parent or Merger Sub from liabilities for damages incurred or suffered by Parent, Merger Sub or the Company, as the case may be, as a result of any willful or intentional breach of any of their respective representations, warranties, covenants or other agreements set forth in this Agreement, subject to Sections 8.3(f) and 8.3(g), respectively.
Effect of Termination; Etc. If this Agreement is terminated in accordance with Section 9.01, this Agreement shall thereafter become void and have no effect and the Transactions shall be abandoned. In the event of such termination, there shall be no liability or obligation on the part of Buyer, the Company or Seller except that: (i) Article I, this Section 9.02, Article X (other than Section 10.12), and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties; and (ii) termination of this Agreement pursuant to Section 9.01 shall not release any party from any liability for any liabilities or damages incurred or suffered by another party, to the extent such liabilities or damages were the result of the knowing and willful and material breach by such party of this Agreement or Actual Fraud. If Buyer fails to fulfill its obligations to consummate the Transactions on the date the Closing is required to occur pursuant to Section 2.02, such failure to consummate the Transactions on such date shall be deemed to be a knowing and willful and material breach of this Agreement.
Effect of Termination; Etc. (a) If this Agreement is terminated in accordance with Section 8.01, this Agreement shall thereafter become void and have no effect and the Transactions shall be abandoned, and there shall be no liability or obligation on the part of Parent, Merger Sub, the Company or the Stockholders’ Representative except (i) that Article I, Section 5.07, Section 5.15(e), this Section 8.02, Article IX (other than Section 9.12) and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties hereto and thereto and (ii) that termination of this Agreement pursuant to Section 8.01 shall not release (x) any party from any liability for any liabilities or damages incurred or suffered by another party, to the extent such liabilities or damages were the result of Actual Fraud or the knowing and intentional breach by such party of any of its representations, warranties or covenants set forth in this Agreement or (y) Parent from any obligation to pay the Termination Fee in accordance with this Section 8.02. For purposes of this Agreement, “knowing and intentional breach” shall mean a material breach that is a consequence of an omission by, an act undertaken by or caused by, or a breach of a representation or warranty by the breaching party with the actual knowledge that the omission, the taking or causing of such act or the making of such representation or warranty would cause a breach of this Agreement. If the sole reason that Parent and Merger Sub fail to fulfill their obligation to consummate the transactions contemplated by this Agreement on the date the Closing is required to occur pursuant to Section 2.02 is due to a Financing Failure, such failure to consummate the transactions contemplated by this Agreement on such date shall not be deemed to be a knowing and intentional breach of this Agreement. If Parent and Merger Sub fail to fulfill their obligations to consummate the transactions contemplated by this Agreement on the date the Closing is required to occur pursuant to Section 2.02 other than as a result of a Financing Failure, such failure to consummate the transactions contemplated by this Agreement on such date shall be deemed to be a knowing and intentional breach of this Agreement.
Effect of Termination; Etc. (a) If this Agreement is terminated in accordance with Section 7.01, this Agreement shall thereafter become void and have no effect and the transactions contemplated by the Transaction Agreements shall be abandoned, and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company except that (i) this Section 7.02, Section 5.07, Article IX (other than Section 9.13) and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, and (ii) termination of this Agreement pursuant to Section 7.01 shall not release any party from any liability for any liabilities or damages incurred or suffered by another party, to the extent such liabilities or damages were the result of fraud or the knowing and intentional breach by such party of any of its representations, warranties or covenants set forth in this Agreement.
Effect of Termination; Etc. (a) If this Agreement is terminated in accordance with Section 7.01, this Agreement shall thereafter become void and have no effect and the transactions contemplated by the Transaction Agreements shall be abandoned, and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company except that (i) this Section 7.02, Section 5.07, Article IX (other than Section 9.13) and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, and (ii) termination of this Agreement pursuant to Section 7.01 shall not release any party from any liability for any liabilities or damages incurred or suffered by another party, to the extent such liabilities or damages were the result of fraud or the knowing and intentional breach by such party of any of its representations, warranties or covenants set forth in this Agreement.
