Effect of Termination; Etc Sample Clauses

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. (b) Notwithstanding anything to the contrary contained herein or otherwise, if a court has determined to grant an award of damages in connection with any breach by Parent and/or Merger Sub of the terms or conditions set forth in this Agreement, the Company may, on behalf of the holders of Company Shares, enforce such award and accept damages for such breach, and Parent and Merger Sub agree that such damages shall not be limited to reimbursement of expenses or out-of-pocket costs, and shall, in addition to any damage to the Company and its Subsidiaries, include the benefit of the bargain lost by the holders of Company Shares (taking into consideration all relevant matters, including the loss of the expected premium, other combination opportunities and the time value of money). (c) The parties acknowledge that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties would not enter into this Agreement. (d) If this Agreement is terminated pursuant to Section 7.02 hereof all confidential information received by the parties shall be treated in accordance with the Confidentiality A...
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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.
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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.
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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. (b) Notwithstanding anything in this Agreement to the contrary, in no event shall any Excluded Person (as defined in the Equity Commitments) or the Investors have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby except as specifically provided in the Equity Commitments.
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Effect of Termination; Etc. (a) In the event of the termination of this Agreement in accordance with Section 8.01, written notice thereof shall be given to the other party or parties, specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall thereafter become null and void of no effect and all rights and obligations of any party hereto shall cease, and there shall be no liability on the part of Parent, Merger Sub, Merger Sub II, or the Company or their respective directors, officers and Affiliates hereunder, and the transactions contemplated hereby shall be abandoned, except that (i) this Section 8.02, Section 2.15(b), Section 5.07, Article IX and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties and (ii) nothing herein shall relieve any party hereto from any liability or damages arising out of, resulting from or in connection with any Fraud or Intentional Breach occurring with respect to any of such party’s representations, warranties, covenants or other agreements set forth in this Agreement occurring prior to termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity. (b) The parties hereto acknowledge that the agreements contained in this Section 8.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties would not enter into this Agreement. (c) If this Agreement is terminated pursuant to Section 8.01 hereof, all confidential information received by the parties shall be treated in accordance with the Confidentiality Agreement.
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Effect of Termination; Etc. (a) In the event of the termination of this Agreement in accordance with Section 9.02, this Agreement shall thereafter become void and have no effect and the transactions contemplated by this Agreement shall be abandoned, except that (i) subject to the terms, conditions and limitations of this Section 9.03, no such termination shall relieve (A) Sellers from liability for Fraud or any willful and material breach of this Agreement by Sellers prior to such termination or (B) the Purchaser from liability for Fraud or any willful and material breach of this Agreement by the Purchaser prior to such termination; (ii) Article I (solely to the extent a term defined therein is referenced in another Article or Section of this Agreement that survives termination pursuant to this Section 9.03), Section 6.05(d), this Section 9.03, Article X, and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the Parties and (iii) no such termination shall relieve the Purchaser from the obligation to pay the interest, fees, costs, expenses and interest specified or referenced in Section 6.04 or Section 6.09(a). (b) If this Agreement is terminated pursuant to Section 9.02, all filings, applications and other submissions made pursuant to Section 6.02, Section 6.03 and Section 6.04 hereof shall, to the extent practicable, be withdrawn from the Governmental Authority, agency or other Person to which made. (c) If this Agreement is validly terminated by Sellers pursuant to Section 9.02(e) or Section 9.02(f) or by the Purchaser pursuant to Section 9.02(b) if Sellers would be entitled to terminate this Agreement on such date pursuant to Section 9.02(e) or Section 9.02(f), then the Purchaser will pay to Sellers, an amount equal to $225,00,000 (the “Termination Fee”). In the event the Termination Fee is payable, the Purchaser will pay, or cause to be paid, the Termination Fee to Sellers (to an account(s) designated in writing by Sellers), in immediately available funds within two (2) Business Days after the date that this Agreement is terminated in accordance with Section 9.02 in the manner specified in the first sentence of this Section 9.03(c). Each of the Parties acknowledges and agrees that the agreements contained in this Section 9.03(c) and Section 9.03(d) are an integral part of the transactions contemplated by this Agreement, and that without these agreements, the other Parties would not enter into this Agreemen...
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Effect of Termination; Etc. In the event of the termination of this Agreement in accordance with Section 7.02, (a) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Section 7.03, Section 7.04, Section 5.08, Article VIII, the obligations in respect of the Termination Payment set forth in Section 5.06(a), the obligations in respect of the Escrow Funds set forth in Section 2.04, and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, and (b) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of the Buyer or the Sellers. Notwithstanding anything in the immediately preceding sentence of this Section 7.03 to the contrary, termination of this Agreement pursuant to Section 7.02 shall not release any party hereto from any liability (i) pursuant to the sections specified in this Section 7.03 that survive such termination, including Section 7.04, (ii) for an Intentional Breach of this Agreement or (iii) Fraud.
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Related to Effect of Termination; Etc

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

  • Notice of Termination; Effect of Termination Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Effect of Termination for Cause In the event the Executive’s employment shall be terminated for Cause pursuant to Section 5.1 hereof, the Company shall pay the Executive his salary through the date of termination.

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Effect of Termination Notice Where Network Rail or the Train Operator has served a Termination Notice on the other: (a) the service of the Termination Notice shall not affect the parties’ continuing obligations under this contract up to the date of termination, which date shall be determined in accordance with paragraph 3.4(c); (b) the party which has served the Termination Notice shall withdraw it by notice to the other party, upon being reasonably satisfied that the relevant Event of Default has been remedied; and (c) this contract shall terminate on the later of: (i) the date and time specified in the Termination Notice for the contract to terminate (or such later date and time as the party which served the Termination Notice notifies to the other before the date and time so specified); and (ii) the date on which a copy of the Termination Notice is given to XXX.

  • Effect of Termination of Service Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.

  • Effect of Termination on Compensation In the event of the termination of this Agreement prior to the completion of the term of employment specified in Article 1, the Employee shall be entitled to the compensation earned by the Employee prior to the effective date of termination as provided for in this Agreement, computed pro rata up to and including that date. Except as otherwise provided in this Agreement, the Employee shall be entitled to no further compensation after the date of termination.

  • Effect of Termination and Abandonment In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

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