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 this Agreement is validly terminated pursuant to Section 13.1, there will be no liability or obligation on the part of Sellers or Purchaser (or any of their Affiliates or any of its or their respective Representatives) 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, and the provisions in Section 5.10 will continue to apply following any such termination until the outstanding principal and accrued unpaid interest of any indebtedness owing by Sellers or their Affiliates to Purchaser or its Affiliates have been paid in full. Notwithstanding any other provision in this Agreement to the contrary, if this Agreement is validly terminated by Purchaser pursuant to Section 13.1(d) hereof as a result of a Material Breach by Sellers, Purchaser may elect one of the following remedies as its sole remedy: (1) specific performance of this Agreement subject to Sellers receiving the cash to which they are entitled as provided in Section 2.2 and Section 2.4 of this Agreement, or (2) a payment of Five Hundred Thousand Dollars ($500,000) from Sellers as liquidated damages, and not as a penalty, for such Material Breach, it being agreed between the Parties that the actual damages to Purchaser in the event of such a Material Breach are impractical to ascertain and the amount of Five Hundred Thousand Dollars ($500,000) is a reasonable estimate thereof. This payment of $500,000 shall be in addition to the obligation of Sellers or their Affiliates to repay the LOI Loan. Notwithstanding any other provision in this Agreement to the contrary, if this Agreement is validly terminated by Sellers pursuant to Section 13.1(c) hereof as a result of a Material Breach by Purchaser, the sole remedy of Sellers shall be for Sellers and their Affiliates to retain the LOI Loan proceeds with the LOI Loan being cancelled and having no further force and effect as liquidated damages, and not as a penalty, for such Material Breach, it being agreed between the Parties that the actual damages to Sellers in the event of such a Material Breach are impractical to ascertain and the amount of the LOI Loan is a reasonable estimate thereof.
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. (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.
Effect of Termination or Breach. If the transactions contemplated hereby are not consummated this Agreement shall become null and void and of no further force and effect, except for the obligations of the parties contained in this Section 10.3 and in Section 10.2(d) and Article XII hereof, and except 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; provided, that Buyer shall not have a claim for breach of representation and warranty against Seller as a result of the omission of the potential resignation of Xxxxxxxx Xxxxx and the effects thereof from the Schedules. If this Agreement is terminated for any reason other than the termination of this Agreement by Seller pursuant to Section 10.1(f), Seller shall not be entitled to any damages, losses, or payment from Buyer, and Buyer shall have no further obligation or Liability of any kind to Seller, any of its Affiliates, or any Third Party on account of this Agreement; provided, however, Buyer's aggregate Liability in connection with a termination by Seller pursuant to Section 10.1(f) shall in no event exceed $3,000,000.
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.
Effect of Termination or Breach. If this Agreement is terminated pursuant to Section 8.1 hereof, this Agreement shall become null and void and of no further force and effect, except for this Section 8.3 and Sections 8.2, 9.11, 10.1, 10.8, 10.9, 10.10, 10.12 and 10.14 hereof. 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. The payment of the Breakup Fee and Expense Reimbursement pursuant to Section 8.2(a) and Section 8.2(b) shall be the sole and exclusive remedy (as liquidated damages) of Purchasers. The delivery of the Purchaser Revolver Assignment pursuant to Section 8.2(c) shall be the sole and exclusive remedy (as liquidated damages) of Sellers and their Affiliates.
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.
Effect of Termination or Breach. (a) Except as otherwise provided herein, in the event of termination of this Agreement, this Agreement (other than the terms and provisions set forth in Section 3.9(b), this Section 9.2 and Article 10 hereof, which shall survive such termination) shall become null and void and be deemed of no force and effect, with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors or other representatives), and no party hereto shall have any obligations to any other party hereto arising out of this Agreement; provided, however, that no termination of this Agreement shall relieve or release any party from any Liabilities or damages resulting from any willful breach of this Agreement.
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.
