Effect of Termination or Breach. If this Agreement is terminated in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, except (i) for this Section 9.2 and for the provisions of Sections 1.3, 6.10, 9.3, 10.1, 10.4, 10.8 and 10.9 (which shall survive), and (ii) that the termination of this Agreement for any cause shall not relieve any party hereto from any liability which at the time of termination had already accrued to any other party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such termination.
Effect of Termination or Breach. If the transactions contemplated hereby are not consummated (a) this Agreement shall become null and void and of no further force and effect, except (i) for this Section 11.3, (ii) for the provisions of Sections 11.2 (Breakup Fee and Expense Reimbursement), 13.1 (Expenses), 13.7 (Submission to Jurisdiction), 13.8 (Governing Law), 13.9 (Binding Nature; Assignment), 13.10 (No Third Party Beneficiary), and 13.11 (Construction) hereof, and (iii) that the termination of this Agreement for any cause shall not relieve any party hereto from any Liability which at the time of termination had already accrued to any other party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such termination; (b) in the event this Agreement is terminated in accordance with its terms, the payment of the Breakup Fee and Expense Reimbursement shall be sole and exclusive remedy (as liquidated damages) of Purchaser; (c) in the event this Agreement is terminated by Sellers pursuant to Section 11.1(c), the receipt by ParentCo (on behalf of Sellers) of the Escrow Funds shall be Sellers’ sole and exclusive remedy (as liquidated damages) of Sellers and Purchaser shall promptly disburse such amount to ParentCo; and (d) if this Agreement is terminated for any reason other than the termination of this Agreement by Sellers pursuant to Section 11.1(c), Sellers shall not be entitled to any damages, losses, or payment from Purchaser, and Purchaser shall have no further obligation or Liability of any kind to Sellers, any of their Affiliates, or any Third Party on account of this Agreement, and Sellers shall promptly instruct the Escrow Agent to return to Purchaser the Escrow Funds.
Effect of Termination or Breach. If the transactions contemplated hereby are not consummated (a) this Agreement shall become null and void and of no further force and effect, except for the provisions of Sections 10.2, 10.3 and the provisions of Section 7.7, each of which shall survive the termination of this Agreement; and (b) the receipt by Purchaser of any amount payable in accordance with the provisions of Section 10.2 shall be Purchaser’s sole and exclusive remedy (as liquidated damages) other than for claims based on actual fraud, and Purchaser shall not be entitled to any other damages, losses, or payment from Seller, and Seller shall have no further obligation of Liability of any kind to Purchaser or its Affiliates on account of this Agreement.
Effect of Termination or Breach. If the transactions contemplated hereby are not consummated (a) this Agreement shall become null and void and of no further force and effect, except (i) for this Section 11.3 (Effect of Termination or Breach), (ii) for the provisions of Sections 3.3 (Deposit Amount), 13.1 (Expenses), 13.7 (Submission to Jurisdiction), 13.8 (Governing Law), 13.9 (Binding Nature; Assignment), 13.10 (No Third Party Beneficiaries) and 13.11 (Construction) hereof, and (iii) that the termination of this Agreement for any cause shall not relieve any party hereto from any liability which at the time of termination had already accrued to any other party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such termination. Without limiting the foregoing, nothing in this agreement shall relieve Buyer from its obligations to deliver the Purchase Price if all of the conditions set forth in Article VIII (other than those to be satisfied at the Closing itself) have been satisfied. In the event this Agreement is terminated by PDI pursuant to Section 11.1(b) or Section 11.1(e), then in addition to any other rights and remedies the Sellers may have, the Sellers shall have the right to retain and keep the Deposit Amount and Buyer shall have no further rights to the Deposit Amount or any proceeds thereon.
Effect of Termination or Breach. A. Manager’s Fees and Client Fees extend to and are chargeable against any booking or engagement performed by Talent subsequent to the termination of this Agreement if such booking was negotiated by Manager or accepted by Talent prior to such termination or is a continuation of work which began prior to termination, including renewals, options and renegotiated contracts. Manager’s entitlement to such Fees and Client Fees will remain effective as long as Talent is making any income from such bookings or engagements. If any such subsequent booking or engagement fails to provide for a Client Fee to be paid to Manager, such Client Fee in the same percentage as was provided in the previous agreement or, if none, in the amount of 20% that Manager customarily charges to clients, will be charged to Talent’s account.
B. Talent acknowledges that through Manager’s efforts on Talent’s behalf, Talent may become identified with a particular product, name, symbol, or message unique to a client to whom Manager has introduced Talent, such as through a major advertising campaign. In consideration for Manager’s assistance, advice and contribution towards attaining such status, Talent will continue to pay Manager the Fees, Management Fees and Client Fees described herein, even after the Agreement has been terminated, including any Gross Earnings Talent receives from such client’s next two advertising campaigns, or which Talent otherwise receives by reason of Talent’s identification with such particular product, name, symbol, or message.
X. Xx the event of termination or Talent’s material breach of this Agreement, any sums remaining in the Reserve Fund shall be used by Manager and/or its affiliates to pay down any of Talent’s outstanding expenses, which have been paid on Talent’s behalf. Furthermore, any and all unsettled debts that have not been covered by the Reserve Fund will be paid by Talent on demand via certified personal check, U.S. Money Order or through Talent’s new representation. Talent understands that in the event such payment is not paid, Manager may resort to a Court of Law to enforce its legal rights. In the event that no expenses remain outstanding at the time of termination, any sums remaining in the Reserve Fund shall be forwarded to Talent once clients have paid all completed bookings.
X. Xx the event Talent breaches this Agreement, and continues working in the modeling or entertainment industry, Manager shall be entitled to continue to receive all Fees un...
Effect of Termination or Breach. (a) If this Agreement is validly terminated pursuant to Section 13.1, there will be no liability or obligation on the part of the Sellers or the Purchasers (or any of their Affiliates or any of its or their respective officers, directors, employees, agents or other Representatives) except as provided in Section 13.2(b) and except that the provisions with respect to expenses in Section 14.3 and confidentiality in Section 14.5 will continue to apply following any such termination.
(b) Notwithstanding any other provision in this Agreement to the contrary, if this Agreement is validly terminated by the Sellers pursuant to Section 13.1(c) or by the Purchasers pursuant to Section 13.1(d) hereof as a result of the willful breach by the non-terminating party, the terminating party may recover such remedies, including damages and fees and expenses of attorneys as may be available at law or equity.
Effect of Termination or Breach. (a) If (i) Employee voluntarily terminates his employment with the Company prior to the expiration of the Employment Period or (ii) Employee's employment is terminated by the Company pursuant to Section 6(a) or 6(b) of this Agreement prior to the expiration of the Employment Period, then the noncompetition covenants of Employee contained in Section 9(b) above shall continue to be in full force and effect for the remainder of the Employment Period plus the one-year period thereafter and the Company shall be under no obligation to pay Employee any compensation or provide any benefits. This remedy is in addition to any and all other equitable, statutory, or common law remedies available to the Company.
(b) If the Company terminates the employment of Employee for any other reason prior to the expiration of the Employment Period, then the noncompetition covenants set forth in Section 9 shall be void and of no further force and effect unless the Company continues for the remainder of the Employment Period to pay Employee compensation and provide benefits at the same or higher level than Employee was receiving at the time of his termination, in which case such noncompetition covenants shall continue for the remainder of the Employment Period plus the one-year period thereafter as set forth in Section 9; provided, however, that the Company shall be entitled to deduct from such compensation the amount of any compensation (including without limitation any "earned income" as that term is defined in Section 401(c)(2) of the Internal Revenue Code of 1986, as amended) received or accrued by Employee from any other source during the Employment Period.
(c) In the event that Employee is terminated by the Company pursuant to Section 6(a) or 6(b) of this Agreement and Employee disputes whether such termination was for cause as described in such Sections, then Employee shall give written notice to the Company within ten (10) business days of termination stating the grounds for such dispute. The dispute shall then be settled by arbitration in accordance with the rules of the American Arbitration Association (or any successor thereto) then in effect. The sole function of the arbitrator will be to decide whether Employee was terminated for cause as described in Section 6(a) and 6(b) hereof, and the decision of the arbitrator with respect thereto shall be final, conclusive and binding on Employee and the Company. The losing party in such arbitration shall pay all the costs and ex...
Effect of Termination or Breach. (a) Except as specifically set forth in Section 8.2(b), in the event this Agreement is terminated pursuant to Section 8.1, all obligations of the Purchasers and the Sellers under this Agreement shall terminate and there shall be no liability of the Purchasers or the Sellers to any of the other Parties, and the Purchasers or the Sellers shall bear their own expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement; provided that the foregoing shall not relieve either the Purchasers or the Sellers of Losses actually incurred by the other Parties as a result of any breach of this Agreement by such Parties.
(b) If this Agreement is terminated as provided in Section 8.2(a), this Agreement shall become null and void and of no further force and effect (except for any liability of any party then in breach), except for the obligations of the Parties contained in this Section 8.2, Section 8.3 and Article IX hereof which shall survive.
Effect of Termination or Breach. (a) If this Agreement is validly terminated pursuant to Section 13.1, there will be no liability or obligation on the part of the Sellers or the Purchasers (or any of their Affiliates or any of its or their respective officers, directors, employees, agents or other Representatives) except as provided in Section 13.2(b) and except that the provisions with respect to expenses in Section 14.3 and confidentiality in Section 14.5 will continue to apply following any such termination. Without limiting the foregoing, if either Sierra or Western States exercises its right of first refusal and, as a result of such exercise, this Agreement is terminated pursuant to Section 13(e), the Purchasers shall have no further rights to purchase and the Sellers shall not have any further obligation to sell or offer to sell any of the Purchased Interests or the Facility or any portion thereof pursuant to this Agreement or otherwise following such termination, including, without limitation, in the event that the purchase of the Purchased Interests pursuant to the exercise of any such right of first refusal is not thereafter consummated.
(b) Notwithstanding any other provision in this Agreement to the contrary, if this Agreement is validly terminated by the Sellers pursuant to Section 13.1(c) or by the Purchasers pursuant to Section 13.1(d) hereof as a result of the willful breach by the non-terminating party, the terminating party may recover such remedies, including damages and fees and expenses of attorneys as may be available at law or equity.
(c) Upon termination of this Agreement under Section 13.1(a), (b), (e), or (f), ESI BH shall pay or cause to be paid to the Purchasers, no later than seven days following such termination, the Good Faith Deposit Amount.
Effect of Termination or Breach. (a) If this Agreement is validly terminated pursuant to Section 13.1, there will be no liability or obligation on the part of the Sellers or the Purchaser (or any of their Affiliates or any of its or their respective officers, directors, employees, agents or other Representatives) except as provided in Section 13.2(b) and except that the provisions with respect to expenses in Section 14.3 and confidentiality in Section 14.5 will continue to apply following any such termination.
(b) Notwithstanding any other provision in this Agreement to the contrary, if this Agreement is terminated by a party as a result of the willful breach by the non-terminating party, the terminating party may recover such remedies, including damages and fees and expenses of attorneys as may be available at law or equity.
