Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.1, this Agreement shall become null and void and have no effect and no party hereto shall have any liability to the other parties hereto or their respective Affiliates, directors, officers, employees, Representatives or shareholders, except for the obligations of the parties to this Agreement contained in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled pursuant to Section 7.2(e), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 only.
(b) If this Agreement is terminated pursuant to Section 7.1(a), 7.1(b)(v), 7.1(b)(vi), 7.1(c)(iv) [or 7.1(c)(v)], then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement.
(c) If this Agreement is terminated pursuant to Section 7.1(b)(i), Section 7.1(b)(ii), Section 7.1(b)(iv), Section 7.1(c)(ii) or Section 7.1(c)(iii), then, within two Business Days after such termination (i) the Deposit, together with any interest accrued thereon, shall be returned to Buyer in accordance with the terms of the Escrow Agreement and (ii) Parent shall pay to Buyer the Transaction Expenses; provided, however, if this Agreement is terminated pursuant to Section 7.1(b)(iv) and following such termination a Subsequent Transaction is consummated, Parent shall pay to Buyer an amount equal to the Break-Up Fee and the Expense Reimbursement, less any previously paid Transaction Expenses, simultaneously with the consummation thereof.
(d) If this Agreement is terminated pursuant to Section 7.1(d)(i), then, within two Business Days after such termination, the Deposit, together with any interest accrued thereon, shall be delivered to Sellers in accordance with the terms of the Escrow Agreement.
(e) If this Agreement is terminated pursuant to Section 7.1(c)(i), then, within two Business D...
Effect of Termination; Remedies. In the event of termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void and have no effect (subject to Section 9.4), without any Liability on the part of any Party; provided, however, that (a) if this Agreement is validly terminated by Caterpillar pursuant to Section 7.1.3 or Section 7.1.6, or by Navistar pursuant to Section 7.1.4 or Section 7.1.7, or (b) if this Agreement is validly terminated by Navistar pursuant to Section 7.1.8, then, in the case of clause (a), the terminating Party or, in the case of clause (b), Caterpillar shall be promptly reimbursed by the other Party the out-of-pocket fees, costs and expenses actually incurred by such terminating Party or Caterpillar (as applicable) in connection with the transactions contemplated by this Agreement and the Transaction Agreements (including reasonable legal fees actually incurred). In the event of termination of this Agreement pursuant to Section 7.1, the Development Agreement will be automatically terminated and become void and have no effect (subject to Section 9.16 of the Development Agreement). If all of the conditions to Closing set forth in Section 5 of this Agreement (other than Section 5.3.1 of this Agreement) have been satisfied or waived in writing and this Agreement is validly terminated by Caterpillar pursuant to Section 7.1.3 because Caterpillar reasonably believes (as set forth in a validly delivered Caterpillar Expected Liabilities Determination) that the Caterpillar Expected Liabilities exceed the Materiality Threshold and as a result the conditions set forth in Section 5.3.1 would not be satisfied, Navistar shall not challenge Caterpillar’s right to terminate this Agreement pursuant to Section 7.1.3 (provided that the other requirements of Section 7.1.3 have been satisfied), even if Navistar believes that the Caterpillar Expected Liabilities are (or they actually are) less than the Materiality Threshold. If all of the conditions to Closing set forth in Section 5 of this Agreement (other than Section 5.2.1 of this Agreement) have been satisfied or waived in writing and this Agreement is validly terminated by Navistar pursuant to Section 7.1.4 because Navistar reasonably believes (as set forth in a validly delivered Navistar Expected Liabilities Determination) that the Navistar Expected Liabilities exceed the Materiality Threshold and as a result the conditions set forth in Section 5.2.1 would not be satisfied, Caterpillar shall not challenge...
Effect of Termination; Remedies. In the event of the termination of this Agreement and the abandonment of the Contemplated Transactions pursuant to Section 13.1:
13.2.1 this Agreement shall forthwith become null and void and of no further force and effect, except that Section 11.5, this Section 13.2 and Article 14 and all applicable definitions in this Agreement shall survive such termination;
13.2.2 Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from any Archstone Entity, any Seller or any of their respective Representatives relating to the Contemplated Transactions, whether so obtained before or after the execution hereof, to Sellers and otherwise comply with the terms of the Confidentiality Agreement;
13.2.3 Sellers shall return all documents, work papers and other materials (and all copies thereof) obtained from any Buyer or any of its Representatives relating to the Contemplated Transactions, whether so obtained before or after the execution hereof, to Buyer;
13.2.4 all filings, applications and other submissions made to any Person, including any Governmental Authority, in connection with the Contemplated Transactions shall, to the extent practicable, be withdrawn from such Person; and
13.2.5 the sole and exclusive rights and remedies of a Party, if any, following a termination under Section 13.1 shall be termination of this Agreement without other recourse and the rights and remedies, if any, available under Section 13.3, if applicable, shall be in lieu of any other rights or remedies available by applicable Law or otherwise.
Effect of Termination; Remedies. If this Agreement is terminated pursuant to Section 11.1:
(a) this Agreement shall forthwith become null and void and of no further force and effect, except that this Section 11.2 and Article 12 and all applicable definitions in this Agreement as well as any other provisions which expressly survive termination shall survive such termination;
(b) Buyer shall return all documents, work papers and other materials (and all copies thereof) obtained from Seller or any of its Representatives relating to the Transaction, whether so obtained before or after the execution hereof, to Seller, and all confidential or proprietary information received by Buyer with respect to Seller or the Project shall be treated in accordance with Section 12.2 and the Confidentiality Agreement; and
(c) if Seller terminates this Agreement pursuant to Section 11.1(c) or Section 11.1(d)(i), Title Company shall deliver the Escrow Deposit to Seller and in the event of the termination of this Agreement by Buyer or Seller pursuant to any other section, Title Company shall deliver the Escrow Deposit to Buyer; and
(d) such termination shall be without liability of any Party (or any affiliate, member, stockholder, manager, partner, consultant or Representative of such Party) to any other Party; provided, however, that if the Transaction fails to close as a result of a termination by Seller in accordance with Section 11.1(c) or Section 11.1(d)(i) or a termination by Buyer in accordance with Section 11.1(c) or Section 11.1(e)(i), then the non-terminating Party shall be liable to the terminating Party as set forth in Section 11.3 or 11.4, as applicable. The rights and remedies provided in this Article 11 shall be the exclusive right or remedy and shall not be cumulative with any other rights or remedies provided by applicable Law as a result of a termination of this Agreement.
Effect of Termination; Remedies. Upon any termination of this Agreement in accordance with Section 5.2 hereof, all obligations of the Parties under this Agreement shall terminate and shall be of no further force and effect except as otherwise provided herein, except that any Consenting Creditor’s termination of this Agreement solely with respect to itself, pursuant to clause (b) of Section 5.2 hereof, shall not result in the termination of this Agreement with respect to any other Party or have any effect on any other Party’s obligations hereunder; provided, that any claim for breach of this Agreement shall survive termination and all rights and remedies with respect to such Claim shall be neither waived nor prejudiced in any way by termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event of the breach of this Agreement by any Debtor, the sole recourse of the Consenting Creditors against any Debtor for any such breach shall be to terminate this Agreement in accordance with Section 5.2 hereof and, upon such termination, to receive any amount owed to them, as of the date of termination, pursuant to Section 6.1 hereof. Notwithstanding anything in this Agreement to the contrary, in the event of the breach of this Agreement by any Consenting Creditor, the sole recourse of the Debtors against any Consenting Creditor for such breach shall be specific performance and injunctive or other equitable relief as a remedy for any such breach, including, without limitation, an order of the Bankruptcy Court or other court of competent jurisdiction requiring such Consenting Creditor to comply promptly with any of its obligations hereunder.
Effect of Termination; Remedies.
3.5.1 In the event that this Agreement is validly terminated in accordance with Section 3.4.2, this Agreement shall forthwith have no further force and effect and, except as set forth in this Agreement to the contrary, there shall be no further liability or obligation on the part of PGE or Seller under this Agreement. No such termination shall serve (a) to release any Party from any liability with respect to any breach of its duties and obligations hereunder prior to such termination, or (b) to void or terminate the limitations on liability expressly set forth in this Agreement.
3.5.2 Notwithstanding the foregoing, Article 7 (Confidential Information) shall survive the termination of this Agreement for a period of two (2) years from the date on which such termination occurs.
Effect of Termination; Remedies. (a) In the event of termination of this Agreement by either Allied or Republic as provided in Section 9.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Republic, Merger Sub or Allied, other than Section 4.18 (Brokers), Section 5.18 (Brokers), the last sentence of Section 7.03, Section 9.02(b) and Article X.
(b) Except as otherwise provided in Section 10.03, no party shall have any remedies against another party hereto arising out of or relating to a breach or termination of this Agreement, unless such breach or termination results from the other party’s fraud or willful and material breach of this Agreement, in which case all rights and remedies of the first party, at law or in equity, shall be preserved. 50
Effect of Termination; Remedies. (a) In the event of termination pursuant to Section 13.1, this Agreement shall become null and void and have no effect (other than Sections 13 and 15 which shall survive termination), with no liability on the part of the Seller or the Buyer, or their respective directors, officers, employees, agents, members, managers or stockholders, with respect to this Agreement, except for (i) the liability of a party for expenses pursuant to Section 15.3 and (ii) liability as provided below in Section 13.2(b).
(b) If this Agreement is terminated:
(i) Pursuant to Section 13.1(a), (b), (c), (d), (f), (g) and (h), the Deposit, together with the interest accrued thereon, shall be returned to the Buyer, except that if this Agreement is terminated by the Seller pursuant to Section 13.1(c) due to the Buyer's failure to satisfy the conditions contained in Section 11.1 or 11.2, the Buyer and the Seller acknowledge and agree that a monetary remedy will be inadequate and impracticable, the Seller will have been caused irreparable harm and that the Seller shall have the right (A) subject to the satisfaction or waiver by the Seller of the conditions contained in Section 11, to require the Buyer to specifically perform under the terms of this Agreement, or (B) to retain the Deposit, together with any interest accrued thereon, and in addition, pursue any other remedies available to the Seller at law.
(ii) By the Buyer pursuant to Section 13.1(b) as a result of the failure of the Seller to satisfy the conditions in Section 12.1 or 12.2, the Buyer's remedy shall be as set forth on Schedule 1.3(a).
(iii) Pursuant to Section 13.1(e), the parties' rights shall be determined in accordance with Schedule 1.3(a).
Effect of Termination; Remedies. In the event this Agreement is ---------------------------------- terminated pursuant to this Article VI, this Agreement shall become void and of no effect and neither Party shall have any liabilities or other obligations whatsoever hereunder, except that the provisions of Section 4.2 relating to Confidential Information, Article VI and Section 7.2 shall survive such termination. In each case where a Termination Fee is payable, the payment of such fee shall be the sole and exclusive remedy, at law or in equity, of the Party receiving the Termination Fee, for any such breach, failure or default of the other party.
Effect of Termination; Remedies. In the event of the termination of this Agreement pursuant to this Section 7, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto or any of its affiliates, directors, officers or stockholders, and all documents, instruments and consideration delivered hereunder shall be returned to the delivering party within two days of such termination. Specifically, and without limiting the generality of the foregoing, Intermark and Innovus agree that termination of this Agreement shall be their sole and exclusive remedy for any nonwillful breach by the other party of its representations, warranties and covenants under this Agreement. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.
