Effect of Termination; Liquidated Damages. (a) In the event of termination of this Agreement by either Parent or the Company as provided in Section 8.1 of this Agreement, this Agreement shall forthwith become void and have no effect except that (i) Sections 8.1, 8.2, 8.5 and Article IX of this Agreement shall survive any termination of this Agreement and (ii) subject to Section 8.2(b) of this Agreement, in the event that such termination is effected pursuant to Sections 8.1(e) or 8.1(f) of this Agreement, the non-defaulting Party may pursue any remedy available at law or in equity to enforce its rights and shall be paid by the defaulting Party for all damages, costs and expenses, including without limitation legal, accounting, investment banking and printing expenses, incurred or suffered by the non-defaulting Party in connection herewith or in the enforcement of its rights hereunder.
(b) In the event that the Company terminates this Agreement in accordance with Sections 8.1(e) or 8.1(f) of this Agreement, Parent agrees that it would be extremely difficult, if not impossible, to ascertain the actual amount of harm which Company will have suffered. Therefore, not by way of damage or penalty, but as a reasonable estimation of the potential harm Company may have incurred, Parent agrees that in the event that the Company terminates this Agreement in accordance with Sections 8.1(e) or 8.1(f) of this Agreement, Parent shall pay to Company fifty percent (50%) of the Maximum Amount as liquidated damages. Such payment, which shall be in lieu of any other claim for monetary damages which the Company may have hereunder, shall be paid by Parent to Company within five (5) Business Days after the date on which Parent acknowledges that the Company’s termination was effected in accordance with Sections 8.1(e) or 8.1(f) of this Agreement or, if no such acknowledgment is made, within five (5) Business Days after the date on which a final, non-appealable order is issued by a court of competent jurisdiction to the effect that the Company’s termination was effected in accordance with Sections 8.1(e) or 8.1(f) of this Agreement.
Effect of Termination; Liquidated Damages. Termination of this Agreement pursuant to Section 8.1 shall terminate all obligations of the parties hereunder, without liability of any party to any other party (except for the liability of any party then in breach), except for the obligations under Section 5.6, this Section 8.2, Article VII and Sections 9.1, 9.3, 9.6, 9.13 and 9.14. In the event this Agreement is terminated pursuant to Section 8.1(b)(i), Company shall pay to Purchaser and REG as liquidated damages One Million U.S. Dollars (U.S. $1,000,000) in the manner and in the form determined by Purchaser and as Purchaser’s and REG’s sole and exclusive remedy against Sellers for the failure to close the transaction. In the event this Agreement is terminated pursuant to Section 8.1(c)(i), Purchaser and REG shall pay to Members as liquidated damages One Million U.S. Dollars (U.S. $1,000,000) in the manner and in the form determined by Members (including, without limitation, the release of Escrowed Stock and/or Escrowed Cash contained in the Escrow Fund) as Sellers’ sole and exclusive remedy against Purchaser and REG for the failure to close the transaction. The parties agree that the liquidated damages as provided in this Section 8.2 are reasonable in light of (i) the anticipated or actual harm caused by termination of this Agreement, (ii) the difficulties of proof of loss, and (iii) the inconvenience or nonfeasability of otherwise obtaining an adequate remedy. As provided in this Section 8.2, liquidated damages shall be the sole remedy available for failure to close the transaction; provided, however, that this Section 8.2 shall not prohibit or limit any other remedies, in law or in equity, to which a party may be entitled after the close of the transaction for any breach of this Agreement.
Effect of Termination; Liquidated Damages. (i) If this Agreement is terminated for any reason, the Merger Agreement shall automatically terminate. Termination of this Agreement shall not terminate or affect the obligations of the parties to pay expenses as provided in Section 11, to maintain the confidentiality of the each party's information obtained pursuant to this Agreement and the Confidentiality Agreement between the parties dated June 22, 1999, or the provisions of this Section 12(e) or the applicable provisions of Section 14.
(ii) If NVBancorp terminates this Agreement pursuant to Section 12.b.(vii), or pursuant to Section 12.b.(viii) or Section 12.b.(xiv) as a result of SRNB's willful or deliberate failure to comply with Section 12.b.(viii) or Section 12.b.(xiv), which compliance was not beyond the reasonable control of SRNB, SRNB shall pay to NVBancorp, on demand, the sum of Two Million Dollars ($2,000,000). In each such case, the amount indicated shall be deemed liquidated damages for expenses incurred and the lost opportunity cost for time devoted to the transactions contemplated by this Agreement.
(iii) If SRNB terminates this Agreement pursuant to Section 12.b.(x), or pursuant to Section 12.b.(xiii) or Section 12.b.(xv) as a result of NVBancorp's willful or deliberate failure to comply with Section 12.b.(xiii) or Section 12.b.(xv), which compliance was not beyond the reasonable control of NVBancorp, then NVBancorp shall pay to SRNB, on demand, the sum of Two Million Dollars ($2,000,000). In each such case, the amount indicated shall be deemed liquidated damages for expenses incurred and the lost opportunity cost for time devoted to the transactions contemplated by this Agreement.
Effect of Termination; Liquidated Damages. (a) If this Agreement is terminated as provided in Section 5.1(a) or Section 5.1(b), no party shall have any liability or obligation hereunder to any other party or their respective officers or directors.
(b) If (A) Parent terminates this Agreement pursuant to clause (i) of Section 5.1(d) and Parent and Merger Subsidiary are not in material breach at such time of their respective representations, warranties, covenants or other agreements contained in this Agreement, or (B) SSI terminates this Agreement pursuant to clause (ii) or (iii) of Section 5.1(c) or (C) Parent terminates this Agreement pursuant to clause (iii) or (iv) of Section 5.1(d), or (D) Parent terminates this Agreement pursuant to clause (ii) of Section 5.1(d) and the Company Board has withdrawn its approval or recommendation to vote for the Merger, or (E) the Merger Agreement is terminated in accordance with clause (iii) of Section 10.1(b) of the Merger Agreement, and in the case of such (A), (B), (C), (D) and (E), within two hundred twenty-five (225) days of such termination, either (w) a Change of Control Transaction is consummated, (x) a Change of Control Transaction is approved by the SSI Board or a special committee thereof or the shareholders of SSI, (y) the Company enters into an agreement with respect to a Change in
Effect of Termination; Liquidated Damages. (a) In the event this Purchase and Sale Agreement is terminated pursuant to this Article 10, all further obligations of the parties hereunder shall terminate, except that the provisions of Sections 6.3(n), 6.4 and 10.2 shall survive and continue in full force and effect. Nothing in this Section 10.2 shall relieve any party from liability for any willful breach of its obligations under this Purchase and Sale Agreement prior to the termination hereof. Any termination of this Purchase and Sale Agreement pursuant to Section 10.1 shall be merely an election to terminate this Purchase and Sale Agreement and shall not be deemed to be an election of remedies.
(b) In the event this Purchase and Sale Agreement is terminated by reason of the Buyers not having satisfied one or more of the conditions specified in Section 7.2 hereof and Sellers shall have satisfied all of the conditions specified in Section 7.1 hereof, Buyers shall pay to Sellers, in recognition of the losses, costs and damages which Buyers reasonably anticipate would be incurred by Sellers by reason of such failure on the part of Buyers, as liquidated damages and not as a penalty, the amount of $1,000,000, and Sellers shall be permitted to retain the Deposit in payment in full of such liquidated damages. Notwithstanding anything to the contrary contained in this Purchase and Sale Agreement, in the event this Purchase and Sale Agreement is terminated, the payment of such amount by Buyers or the retention of the Deposit pursuant to this Section 10.2(b) will be the Sellers' sole remedy with respect to the failure of the Buyers to close the transactions contemplated by this Purchase and Sale Agreement.
(c) In the event this Purchase and Sale Agreement is terminated by reason of the Sellers not having satisfied one or more of the conditions specified in Section 7.1 hereof and Buyers shall have satisfied all of the conditions specified in Section 7.2 hereof, other than the performance of any covenant with respect to Section 5.7 hereof, Sellers shall refund the Deposit to Buyers within one (1) business day of notice of termination of this Purchase and Sale Agreement by wire transfer of immediately available funds on such date. Notwithstanding anything to the contrary contained in this Purchase and Sale Agreement, the refund of the Deposit pursuant to this Section 10.2(c) will be the Buyers' sole remedy with respect to the failure of the Sellers to close the transactions contemplated by this Purchase and Sale ...
Effect of Termination; Liquidated Damages. (A) In the event of termination of this Agreement under any of the circumstances set forth in Section 8.1(A), including that Sellers are unable to convey title to the Property and the Truck Plaza Assets to Purchaser at the Closing in accordance with the terms of this Agreement, the sole liability of Sellers will be to refund the Initial Payment to Purchaser and upon such refund and payment being made this Agreement shall be deemed null and void and no party shall have any claim against the other, provided, however, Sellers shall retain from such Initial Payment an amount up to the sum of one hundred thousand ($100,000) dollars to pay for any claims made against Purchaser for damages caused by Purchaser as a result of its management of the Property and Truck Plaza Business pursuant to the Management Agreement. The aforesaid sum of one hundred thousand ($100,000) retained from the Initial Payment less any amounts paid therefrom for damages caused by Purchaser or to pay for the shall be returned to the Purchaser
(B) If this Agreement is terminated for any other reason other than pursuant to Section 8.1(A):
(i) less than sixty (60) days from the Date of Execution, this Agreement shall be deemed null and void, the Sellers and Purchaser shall have no claim against the other except that Purchaser shall pay to Sellers liquidated and exclusive damages in the sum of forty thousand ($40,000) dollars if the Agreement is terminated within thirty (30) days from the Date of Execution and eighty thousand ($80,000) dollars if the Agreement is terminated more than thirty (30) but less than sixty (60) days from the Date of Execution and Sellers shall refund the Initial Payment to the Purchaser less an amount up to the sum of one hundred thousand ($100,000) dollars to pay for any claims made against Purchaser for damages caused by Purchaser as a result of its management of the Property and Truck Plaza Business pursuant to the Management Agreement.
(ii) more than sixty (60) days from the Date of Execution, Sellers shall be entitled to retain the Initial Payment as liquidated damages in full satisfaction of any claims they have or may have against Purchaser under this Agreement. However, it is agreed that in the event of such termination, Purchaser shall be liable to Sellers in an additional sum up to one hundred thousand ($100,000) dollars to pay for any claims made against Purchaser for damages caused by Purchaser as a result of its management of the Property and Truck Plaza ...
Effect of Termination; Liquidated Damages. (a) If this Agreement is terminated for any reason, the Merger Agreement shall automatically terminate. Termination of this Agreement shall not terminate or affect the obligations of the parties to pay expenses as provided in Section 12.10 (or the other applicable provisions of Article 12), to maintain the confidentiality of the each party’s information obtained pursuant to this Agreement (and the Mutual Non-Disclosure Agreement between FNB and VCB dated January 6, 2014) and the provisions of this Section 10.5.
(b) If FNB terminates this Agreement pursuant to Section 10.2(b) and any one or more of the VCB directors has failed to perform his or her Shareholder Agreement, or if FNB terminates this Agreement pursuant to Section 10.2(g), or if within six (6) months after the Termination Date, VCB enters into a definitive agreement with respect to, or consummates the transactions contemplated by, a Business Combination with another entity and such entity had contacted VCB with an expression of interest in discussing a possible Business Combination prior to the Termination Date, or if VCB terminates this Agreement pursuant to Section 10.2(h), then VCB shall pay to FNB, on demand, the sum of Five Hundred Thousand Dollars ($500,000). In each such case, the amount indicated shall be deemed liquidated damages for expenses incurred and the lost opportunity cost for time devoted to the transactions contemplated by this Agreement and shall be FNB’s sole remedy for such actions.
Effect of Termination; Liquidated Damages. Upon termination of this Agreement in the manner set forth in either Section 13.1 or 13.2, neither party shall have any further obligations or liabilities to the other or to anyone else hereunder except for the indemnity provisions hereof and as otherwise specifically provided herein. If the Seller elects to terminate this Agreement in accordance with Section 13.1, the liquidated damages are intended not as a penalty, but for liquidation of damages, the parties declaring and agreeing that the Earnest Money is and represenxx xxx reasonable damages of the Seller in the event of the Purchaser's breach.
Effect of Termination; Liquidated Damages. On expiration or earlier termination of this Agreement:
i. all licenses granted hereunder will also terminate and each Party shall immediately cease using the other Party’s Marks;
ii. the Parties will be relieved of their respective further obligations under Section 3 and Section 4; iii. if Organizer terminates this Agreement early pursuant to Section 8(a), Organizer shall refund to Sponsor all previously-paid Sponsorship Fees; provided that, such termination was not the result of a Force Majeure event as described in Section 13(a) below;
Effect of Termination; Liquidated Damages. If this Agreement is terminated pursuant to Section 9.1(a) or 9.1(b) as a result of a Breach (it being understood that a failure of a condition shall not be considered a Breach unless it is caused by a party's breach of its representations and warranties, or other obligations, under this Agreement), this Agreement will terminate, except that sections 12.1 and 12.3 will survive.
