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, 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) August 1, 2011 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) August 1, 2011 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 (ii) an amount equal to five percent (5%) of the Purchase Price together with Computed Interest thereon from July 30, 2010 through the end of the Day immediately preceding the date of such refund (the “Reverse Breakup Fee”). Seller’s retention of the Reverse Breakup Fee shall constitute liquidated damages and not a penalty. Each Party agrees that notwithstanding anything in this Agreement to the contrary, in the event that the Reverse Breakup Fee shall be retained by 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 other money damages or seek any other remedy based on a claim at law or in equity with respect to (1) any loss suffered, directly or indirectly, as a result of the failure of the transactions contemplated hereby to be consummated, (2) the termination of this Agreement, (3) any liabilities or obligations arising under this Agreement, or (4) any claims or actions arising out of or re...
Sample 1
AutoNDA by SimpleDocs
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 50 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 Xxxxx’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
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Effect of Termination; Failure to Close

  • Termination for Failure to Close This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7, 2016; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

  • Termination Effect of Termination 33 9.1 TERMINATION.................................................33 9.2

  • Termination Remedies Section E.1.

  • Notice of Termination; Effect of Termination Any proper termination of this Agreement under Section 7.1 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, 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; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

  • 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.

  • Effect of Termination for Cause If Employee's employment is terminated "For Cause":

  • Early Termination and Breach of Agreement (a) The Corporation may terminate this Agreement with respect to all of the Units held (or previously held and Exchanged) by all Members at any time by paying to the Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Corporation, neither the Members nor the Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporation and the Member 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 clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a).

  • 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.

  • Failure of Conditions; Termination In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

Time is Money Join Law Insider Premium to draft better contracts faster.