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.
(b) If this Agreement is terminated as a result of any breach of a representation, warranty, covenant or other agreement which is caused by the gross negligence or willful breach of a party hereto, such party shall be liable to the other party for all out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder ("EXPENSES"). The payment of Expenses is not an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto at law or in equity. Notwithstanding anything to the contrary herein, if (i) the Buyer makes the payment contemplated in Section 10.02(c) of this Agreement, Buyer shall not have any further monetary liability to the Company (or its Subsidiaries), whether for Expenses, breach or otherwise and if (ii) either (x) payments made by the Company to Buyer under the Stock Warrant Agreement or (y) the Buyer's profit on sale of the Warrant or the Warrant Shares (as such terms are defined in the Stock Warrant Agreement) reaches the Profit Cap, as defined in Section 4 of the Stock Warrant Agreement, the Company shall not have any further monetary liability to the Buyer (or its Subsidiaries), whether for Expenses, breach or otherwise.
(c) Buyer hereby agrees to pay to Company, as liquidated damages and in lieu of any other rights or remedies under this Agreement, a payment in the amount of $1,000,000 if and only if the Company has terminated this Agreement in accordance with Section 10.01(e) or 10.01(f) because Buyer has breached any of its representations or warranties or failed to perform or comply with any of its covenants or agreements herein (unless the breach by Buyer giving rise to such right of termination is non-volitional), to such extent as to permit such termination.
(d) Except as otherwise provided in this...
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. (a) In the event of the termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void (except as set forth in Section 10.1), subject to Section 9.3, 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, and (ii) as otherwise provided in this Section 9.2.
(b) If this Agreement is terminated as a result of any breach of a representation, warranty, covenant or other agreement which is caused by the gross negligence or willful or intentional breach of a party hereto, such party shall be liable to the other party for all out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder ("Expenses"); provided, however, that the maximum amount any party shall be liable to the other party for Expenses pursuant to this Section 9.2(b) shall be $500,000. The payment of Expenses is not an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto (whether at law or in equity) arising out of the gross negligence of a party or willful breach of any provision of this Agreement or under this Agreement.
Effect of Termination; Expenses. (a) Magna and Charter hereby agree that, subject to Section 8.2(b) hereof, the sole remedy available to a party terminating this Agreement pursuant to Section 8.1 hereof, shall be limited to such party's right not to effect the Merger and the other transactions provided for in or contemplated by this Agreement, it being understood and agreed that subject to the provisos to this sentence and the last sentence of this Section 8.2(a), the non-terminating party shall not be deemed in breach of this Agreement; provided, however, that notwithstanding the foregoing (i) the last sentence of each of Sections 6.2(a) and 6.2(b), this Section 8.2 and Section 9.4 shall survive any termination of this Agreement and (ii) no party shall be relieved or released, as a result of such termination, from any liabilities or damages arising out of its willful breach of any provision of this Agreement; provided, further, that the right hereunder to damages shall be in lieu of the rights to an injunction or injunctions or to enforce specifically the terms and provisions hereof pursuant to Section 9.10 hereof. Moreover, any damages awarded to Magna pursuant to this Section 8.2 (a) shall be offset by any value received or realized by Magna pursuant to subparagraph (b) of this Section 8.2.
(i) Notwithstanding subparagraph (a) above, if this Agreement is terminated by Magna pursuant to Section 8.1(g), or by Charter pursuant to Section 8.1, if, at the time of such termination by Charter, Magna would have had the right to terminate this Agreement pursuant to Section 8.1(g), then, in either case, Charter shall promptly, but in no event later than two business days after the date of such termination, pay to Magna, as reimbursement of Magna's direct and indirect expenses and costs, including legal, accounting and administration costs, as well as the opportunity cost to Magna of business transactions foregone as a result of its efforts to effect the Merger, a fee equal to $5 million (the "Termination Fee"). If this Agreement is terminated pursuant to Section 8.1(d) hereof by either party, then the Termination Fee shall be payable to Magna if (A) a Takeover Proposal shall have occurred prior to the meeting of Charter's stockholders referred to therein, and (B) within 12 months following such stockholders' meeting, (I) Charter shall have entered into an agreement with a third party providing for the consummation of a transaction which would constitute the subject of a Takeover Proposal, or (II...
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. (a) In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void (except as set forth in Section 10.03), 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, (ii) as otherwise provided in this Section 9.02, and (iii) as provided in Section 9.03 and Section 9.04.
(b) If this Agreement is terminated as a result of any breach of a representation, warranty, covenant or other agreement which is caused by the gross negligence or willful breach of a party hereto, such party shall be liable to the other party for all out-of-pocket costs and expenses (but in no event in an amount in excess of $500,000), including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder ("Expenses"). The payment of Expenses is not an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto at law or in equity.
(c) Except as otherwise provided in this Section 9.02 or in Section 9.03 or Section 9.04, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall be paid by the party incurring such expenses, whether or not any of the transactions contemplated by this Agreement is consummated.
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. 62 9.3. AMENDMENT...........................................................................63 9.4. EXTENSION; WAIVER...................................................................63
Effect of Termination; Expenses. (a) In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto, except that Sections 7.06(c), 9.02, 9.03, 10.01 and 10.12 shall survive any termination of this Agreement.
(b) If this Agreement is terminated as a result of any breach of a representation, warranty, covenant or other agreement which is caused by the gross negligence or willful or intentional breach of a party hereto, such party shall be liable to the other party for all out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder (“Expenses”). The payment of Expenses is not an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto (whether at law or in equity) arising out of the gross negligence of a party or willful breach of any provision of this Agreement or under this Agreement.
