Effect of Termination; Liquidated Damages. (i) If this Agreement is terminated for any reason, the Agreement of Merger 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 9, 2004, or the provisions of this Section 12(e) or the applicable provisions of Section 14.
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.
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. (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.
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 Xxxxxxx Money is and represents the 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:
Effect of Termination; Liquidated Damages. (a) If this Agreement is terminated as permitted under Section 6.01, such termination shall be without liability to any party or their respective Affiliates or representatives, and following such termination neither party shall have any liability under this Agreement or relating to the transactions contemplated by this Agreement; provided that no such termination shall relieve any party that has willfully breached any provision of this Agreement from liability for such breach, and any such breaching party shall remain fully liable for any and all damages incurred or suffered by the other parties as a result of such breach.
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.
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.
Effect of Termination; Liquidated Damages. 10.03 Amendments, Waivers And Consents 10.04 Governing Law; Consent to Jurisdiction
