Effect of Termination; Failure to Close Sample Clauses

Effect of Termination; Failure to Close. Except as otherwise provided in this Article 17.2 if this Agreement is terminated in accordance with Article 17.1, such termination is without liability to either Party, except performance of obligations in this Article 17.2, and Articles 5.1(b), 17.3, 17.4, 19.1, 19.2, 20.1, 20.3, 20.7, 20.8, 20.10, 20.12, 20.13, 20.14, 20.15, and 20.18 all of which provisions survive termination of this Agreement. If, upon the Maturity Date, the Exchange has not occurred, Seller shall pay the amount due under the Debenture in accordance with its terms. If, upon the Maturity Date, the Exchange has not occurred because of Buyer’s material breach of this Agreement, or Buyer’s failure or refusal to consummate the Exchange Closing that is not permitted by the terms of this Agreement, Buyer shall pay to Seller as Seller’s exclusive remedy an amount equal to five percent (5%) of the Purchase Price together with Computed Interest thereon from July 30, 2010 to and including the Day immediately preceding such Maturity Date (the “Reverse Breakup Fee”). In such event, in satisfaction of its obligations under the Debenture, Seller shall pay to Buyer in immediately available funds an amount equal to (i) the aggregate Principal Amount together with all accrued interest thereon owed by Seller to Buyer under the Debenture minus (ii) the Reverse Breakup Fee, in which case, the Reverse Breakup Fee shall be set off against the payments owed to Buyer by Seller under this Agreement. The Reverse Breakup Fee, paid in accordance with the terms of this Article 17.2, shall constitute the Parties’ genuine pre-estimate of liquidated damages suffered by Seller in such event and shall not be a penalty. No default or failure by Buyer to perform any of its obligations hereunder shall relieve or release Seller of or from any of its obligations under the Debenture including the obligation to pay Buyer the Principal Amount together with all interest accrued thereon up to and including the Maturity Date; provided that, Seller may retain and set off the Reverse Breakup Fee from the payments due as aforesaid. Each Party agrees that notwithstanding anything in this Agreement to the contrary, in the event that the Reverse Breakup Fee is paid to Seller in accordance with this Article 17.2, the payment of such Reverse Breakup Fee shall be the sole and exclusive remedy of any member of the Seller Group against any member of the Buyer Group, and in no event will any member of the Seller Group seek to recover any ot...

Effect of Termination; Failure to Close. (a) Except as set forth in paragraphs (b) and (c) of this Section 8.2 and Section 6.2, in the event of the failure to close the transaction contemplated hereby or termination of this Agreement pursuant to the provisions of Section 8.1 hereof, this Agreement shall become void and have no effect, without any liability on the part of any party hereto or its directors, officers or stockholders in respect of this Agreement. (b) The Deposit shall be distributed to the Company in accordance with Escrow Agreement as liquidated damages to the Company and the Stockholders if the Purchaser fails to consummate the transactions contemplated hereby by end of the day New York time on March 25, 1996 for any reason other than (i) a willful breach or willful default by the Company or any of the Stockholders, or (ii) the Company's or any of the Stockholders' breach, default or failure to comply with, or perform any of the representations, warranties, covenants and conditions set forth in Sections 3.2(a), 4.3, 4.4, 7.1(i), 7.1(j) and 7.1(l). (c) If the Company and the Stockholders fail to consummate the transaction contemplated by end of the day New York time on March 25, 1996, notwithstanding that the Purchaser has fulfilled or is prepared to fulfill all of its obligations on the Closing Date, all of the conditions set forth in Section 7.2 and is not in default under or in breach of any agreement, condition, representation or warranty contained in this Agreement, the Purchaser shall be entitled to either (i) seek and obtain injunctive and other equitable relief to enforce the consummation and Closing of this Agreement in accordance with the terms hereof, or (ii) receive a return of the Deposit from the Escrow Agent in accordance with the Escrow Agreement and a payment from the Company of $360,000 as liquidated damages to the Purchaser. If a court does not order consummation and Closing of this Agreement pursuant to the Purchaser's request under 8.2(c)(i) within one hundred and eighty (180) days or denies the Purchaser's request for injunctive relief, the Purchaser shall receive the remedy in Section 8.2(c)(ii) and this Agreement shall be terminated without any other liability by the Company or its officers, directors or the Stockholders to the Purchaser. (d) The Company, the Stockholders and the Purchaser agree that the remedies in Section 8.2(b) and 8.2(c) of the Agreement are intended to be the sole and exclusive remedies of the parties for failure to close the transaction...

Effect of Termination; Failure to Close. (a) In the event this Agreement is terminated pursuant to Section 7.1 hereof, this Agreement shall become void and have no effect, except that (i) the provisions relating to confidentiality and expenses set forth in Sections 5.3 and 8.1, respectively, shall survive any such termination and (ii) a termination pursuant to Section 7.1(b) shall not relieve the breaching party from liability for an uncured breach of the representation, warranty, covenant or undertaking giving rise to such termination. (b) In the event that, pursuant to an applicable provision of Section 7.1, hereof, this Agreement is terminated by reason of MATEWAN's failure, for any reason, to have the funds necessary to pay the Purchase Price, immediately following such termination MATEWAN shall pay the sum of $250,000 to BANK ONE KENTUCKY (the "Termination Penalty") by wire transfer of immediately available federal funds to such bank account in the United States as BANC ONE KENTUCKY shall designate. This payment represents a separately negotiated provision to, in part, compensate BANC ONE KENTUCKY and BANC ONE for a failure to consummate the Acquisition as a result of MATEWAN not having the Purchase Price, whether or not such failure is related to any breach of this Agreement or fault by MATEWAN. The provisions of this Section 7.2(b) and/or payment of the Termination Penalty shall not relieve MATEWAN, as a breaching party, if applicable, pursuant to this Agreement, from liability for an uncured breach of a representation, warranty, covenant or undertaking giving rise to such termination or failure to close for which BANC ONE and BANC ONE KENTUCKY may pursue all legal and equitable remedies under this Agreement.

Effect of Termination; Failure to Close. Except as otherwise provided in this Article 17.2, if this Agreement is terminated in accordance with Article 17.1, such termination is without liability to either Party, except performance of obligations in this Article 17.2, Articles 5.1.2, 17.3, 17.4, 18.1, 18.2, 19.1, 19.3, 19.7, 19.8, 19.10, 19.12, 19.13, 19.14, 19.15, 19.16, 19.17 and 19.20, all of which provisions survive termination of this Agreement. If Closing does not occur, Seller shall on the earlier of (i) November 3, 2010 or (ii) within three (3) Business Days after termination of this Agreement, refund the Performance Deposit together with Computed Interest thereon through the end of the Day immediately preceding the date of such refund to Buyer unless Closing did not occur because of Buyer’s material breach of this Agreement or Buyer’s failure or refusal to Close that is not permitted by the terms of this Agreement. If Closing does not occur because of Buyer’s material breach of this Agreement or Buyer’s failure or refusal to Close that is not permitted by the terms of this Agreement, Seller shall on the earlier of (i) November 3, 2010 or (ii) within three (3) Business Days after termination of this Agreement, refund to Buyer an amount equal to (i) the Performance Deposit together with Computed Interest thereon through the end of the Day immediately preceding the date of such refund minus

Effect of Termination; Failure to Close. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 8.5 of this Agreement, this Agreement shall become void and have no effect and no party shall have any obligation to the other parties hereto with respect to this Agreement, except that (i) V-Secure shall return the advance payment of $300,000 to Radware within 20 business days of such termination, (ii) the provisions of this Section 8.6 shall survive any termination and abandonment, and (iii) a termination pursuant to Sections 8.5 of this Agreement shall not relieve or release the breaching party from liability for an uncured willful breach of a representation, warranty, covenant, or agreement giving rise to such termination, of this Agreement. (b) Upon any termination of this Agreement prior to closing, Radware shall promptly return to V-Secure all property and documentation delivered to Radware in connection with this Agreement, destroy any copies and/or summaries of the Products’ Intellectual Property and shall refrain from using any of the Products’ Intellectual Property and or derivatives thereto and V-Secure shall remain with full ownership of the Products’ Intellectual Property.

Related to Effect of Termination; Failure to Close

Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42
Termination Remedies (a) If all conditions precedent to the obligations of Buyer set forth in Article VII, or of Seller set forth in Article VIII, (such Party that has satisfied its conditions precedent, the “Performing Party”) have been met and the transactions contemplated by this Agreement are not consummated on or before the Closing Date because of the failure of Buyer or Seller to perform any of its material obligations hereunder or the breach of any representation herein by Buyer or Seller (such party that has not satisfied its conditions precedent, the “Breaching Party”) and the Performing Party has performed all of its material obligations hereunder and has not breached any representation herein, then in such event, the Performing Party shall have the option to terminate this Agreement, in which case (i) if Buyer is the Breaching Party, Seller shall retain the Deposit as liquidated damages on account of Buyer’s failure to perform its obligations under this Agreement or Buyer’s breach of any representation under this Agreement, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s breaches or (ii) if Seller is the Breaching Party, then Seller shall return the Deposit to Buyer in immediately available funds within three (3) calendar days after receipt of Buyer’s notice of termination. Buyer and Seller acknowledge and agree that (i) the Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) that the Deposit is a reasonable estimate of such actual damages and (iii) such liquidated damages do not constitute a penalty. Additionally, if Seller is the Breaching Party, in lieu of terminating this Agreement, Buyer shall have the right of specific performance of this Agreement. (b) If this Agreement is terminated for any reason, other than as set forth in Section 11.03(a), then Seller shall return the Deposit to Buyer in immediately available funds within three (3) calendar days after the event giving rise to such payment to Buyer. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein.
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.
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.
BREACH; TERMINATION Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement.
Default Remedies Termination If the Stop Work Order is canceled, ODHS may, after receiving and evaluating a request by the Contractor, make an adjustment in the time required to complete this Contract and the Contract price by a duly executed amendment.
Termination by Default If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but any vested rights of the Executive shall not be affected.
TERMINATION AND BREACH This License Agreement shall be terminated: a) in the event of any affirmative act of insolvency by MARKETING; or b) upon the appointment of any receiver or trustee to take possession of the properties of MARKETING. REALTY shall have the right to terminate this License Agreement either a) upon a material default by MARKETING under the Master Lease which is not cured within the cure periods specified therein; or b) upon a material default by MARKETING with respect to its obligations under the Reorganization and Distribution Agreement between the parties of even date which is not Rcured within the cure periods specified therein. In the event of any other breach or threatened breach of this License Agreement, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with paragraph 16 below, which may include a determination whether a material breach has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement (except in the case of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks) but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. In the event of a material breach by MARKETING which creates a substantial likelihood of loss of rights in the Licensed Marks, the arbitrator shall be authorized to issue any order awarding any relief deemed appropriate, including, without limitation, injunctive relief, and further providing that in the event MARKETING fails to comply with the relief ordered within a specified period of time, the license shall be terminated.
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.
Early Termination and Breach of Agreement (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). (b) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

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