Effect of Termination; Expenses. In the event of termination of this Agreement by either Buyer or the Company as provided in Section 9.1, this Agreement shall forthwith become void and have no effect except that (i) Sections 7.2(c), 9.2 and 10.4 shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.
Effect of Termination; Expenses. (a) In the event of the termination of this Agreement pursuant to Section 10.01, this Agreement shall forthwith become void (except as set forth in Section 12.03), and there shall be no liability on the part of any party hereto, except (i) each party shall remain liable in any action at law or otherwise for any liabilities or damages arising out of its gross negligence or willful breach of any provision of this Agreement, or (ii) as otherwise provided in this Section 10.02.
Effect of Termination; Expenses. In the event that this Agreement shall be terminated pursuant to Section 16.01, all further obligations of the Parties with respect to this Agreement (other than the obligations in Article XIII and in this Section 16.02 and Section 16.03) shall terminate without further obligation of either Party. In the event of termination, Article XIII shall survive and all out-of-pocket costs and expenses incurred by or on behalf of the Purchaser and Seller shall be paid by Purchaser subject to the limitations set forth in Article XIII.
Effect of Termination; Expenses. In the event of termination of this Agreement by either Parent Holdings or Golden State as provided in Section 8.1, this Agreement shall forthwith become void and have no effect except (i) Sections 6.2(b), 8.2 and 9.4 shall survive any termination of this Agreement, (ii) that notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement, and (iii) in the event that both an Initial Triggering Event and a Subsequent Triggering Event (each as defined in the Option Agreement) shall have occurred prior to the occurrence of an Exercise Termination Event (as defined in the Option Agreement), then, in addition to any rights which Parent Holdings may have under the Option Agreement, Golden State shall pay to Parent Holdings a cash termination fee of $50 million. Such fee shall be payable in immediately available funds on or before the second business day following the occurrence of the Subsequent Triggering Event. Subject to the foregoing, the fee payable pursuant to this Section 8.2 shall be payable by Golden State regardless of any prior or subsequent termination of this Agreement. 152
Effect of Termination; Expenses. In the event of the ------------------------------- termination of this Agreement pursuant to Section 6.01, this Agreement shall forthwith become void and have no effect and there shall be no liability on the part of any party hereto or its affiliates, directors, officers or shareholders; provided, -------- however, that nothing herein shall relieve any party from liability for any ------- willful breach hereof prior to such termination. All costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the Company or the Stockholders in connection with this Agreement and the transactions contemplated hereby shall be paid by the Stockholders (except for the legal fees and expenses listed on Schedule 2.06 of the Disclosure Schedule (up to a maximum of $25,000), which shall be paid by the Company) and all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the Parent in connection with this Agreement and the transactions contemplated hereby shall be paid by the Parent, whether or not the Closing shall have occurred.
Effect of Termination; Expenses. 47 10.03. AMENDMENT..................................................................... 48 10.04. WAIVER........................................................................ 48 ARTICLE XI.
Effect of Termination; Expenses. (a) All obligations of the parties hereunder shall cease upon any termination pursuant to Section 10.1; provided, however, that (i) such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement and related agreement and (ii) the provisions of this Section 10, Sections 5.12, 5.13, and 7.2, and the provisions of Section 14 hereof shall survive any termination of this Agreement.
Effect of Termination; Expenses. In the event of termination of this ------------------------------- Agreement by either First Place or FFY as provided in Section 8.1, this Agreement shall forthwith become void and have no effect except (i) the last sentences of Sections 6.2(a) and (b), and Sections 6.2(c), 6.2(d), 8.2 and 9.4 shall survive any termination of this Agreement, (ii) that notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement, and (iii) in the event this Agreement is terminated by either First Place or FFY pursuant to Section 8.1(e) or (f), then the terminating party shall receive from the other party, in addition to any other amounts payable by such party pursuant to the Agreement, its reasonable costs and expenses incurred in connection with the transactions contemplated by this Agreement.
Effect of Termination; Expenses. In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect except that (i) the last sentence of each of Sections 6.2(a) and 6.2(b), and Sections 8.2 and 9.3, shall survive any termination of this Agreement, (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement and (iii) in the event that both an Initial Triggering Event and a Subsequent Triggering Event shall have occurred prior to the occurrence of an Exercise Termination Event (as such terms are defined in the Option Agreement), then, in lieu of any other amounts payable by the Company hereunder, but in addition to the Company's obligations under the Option Agreement, the Company shall pay to Buyer a Termination Fee of $1,700,000.
Effect of Termination; Expenses. (a) In the event of termination of this Agreement by either the Buyer or the Seller as provided in Section 8.01, this Agreement shall forthwith become void and have no effect except (i) the last sentence of Section 5.04, the last sentence of Section 5.05, the last sentence of Section 5.06 and Sections 6.04(d), 7.02(c), 8.02, 8.04, 9.03, 9.04, 9.09 and 9.10 shall survive any termination of this Agreement and (ii) subject to Section 8.02(c) and (d) hereof, no party shall be relieved or released from any liabilities or damages arising out of its gross negligence or willful breach of any provision of this Agreement.
