Common use of Effect of Termination; Remedies Clause in Contracts

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. If (a) In the event of a termination of this Agreement is terminated pursuant by Purchaser or Seller under this Section 12, (i) written notice thereof shall forthwith be given to Section 11.1: the other parties and the Escrow Agent; (aii) this Agreement shall forthwith become null and void and of no further force and or 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 than with respect to Seller or the Project shall be treated in accordance with Section 12.2 Sections 2.28, 3.4, 4.9, 5.1, 12.3 and the Confidentiality Agreement; and (c) if Seller terminates Article XIII of this Agreement pursuant to Section 11.1(c) or Section 11.1(d)(i), Title Company which shall deliver the Escrow Deposit to Seller and in the event of survive the termination of this Agreement and shall be enforceable by Buyer the parties hereto, and there shall be no liability or Seller pursuant obligation on the part of any party hereto, except for breaches of the surviving provisions of this Agreement set forth immediately above; (iii) Purchaser shall have no right, option, title or interest to purchase the Assets, or any other section, Title Company shall deliver portion thereof; (iv) the Escrow Agreement shall be terminated; (v) if the event of termination is a Refundable Event, Escrow Agent shall return the Deposit to Buyer; and (d) such termination shall be without liability of Purchaser, together with any Party (or any affiliateinterest earned thereon, memberif any, 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 this Agreement; (vi) if the event of termination is not a Refundable Event, Escrow Agent shall pay the Deposit to Seller, together with any interest earned thereon; and (vii) Purchaser shall withdraw its regulatory filings related to the transactions contemplated by this Agreement or 11.4, as applicablemade for the operation of the Facility and the Business after the Closing. The rights parties will promptly execute any documents and remedies provided in this Article 11 shall be instructions reasonably requested by the exclusive right other party 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.Escrow Agent relating

Effect of Termination; Remedies. If (a) In the event of a termination of this Agreement is terminated pursuant by Purchaser or Seller under this Section 12, (i) written notice thereof shall forthwith be given to Section 11.1: the other parties and the Escrow Agent; (aii) this Agreement shall forthwith become null and void and of no further force and or 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 than with respect to Seller or the Project shall be treated in accordance with Section 12.2 Sections 2.28, 3.4, 4.9, 5.1, 10.4, 12.3 and the Confidentiality Agreement; and (c) if Seller terminates Article XIII of this Agreement pursuant to Section 11.1(c) or Section 11.1(d)(i), Title Company which shall deliver the Escrow Deposit to Seller and in the event of survive the termination of this Agreement and shall be enforceable by Buyer the parties hereto, and there shall be no liability or Seller pursuant obligation on the part of any party hereto, except for breaches of the surviving provisions of this Agreement set forth immediately above; (iii) Purchaser shall have no right, option, title or interest to purchase the Assets, or any other section, Title Company shall deliver portion thereof; (iv) the Escrow Agreement shall be terminated; (v) if the event of termination is a Refundable Event, Escrow Agent shall return the Deposit to Buyer; and (d) such termination shall be without liability of Purchaser, together with any Party (or any affiliateinterest earned thereon, memberif any, 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 this Agreement; (vi) if the event of termination is not a Refundable Event, Escrow Agent shall pay the Deposit to Seller, together with any interest earned thereon; and (vii) Purchaser shall withdraw its regulatory filings related to the transactions contemplated by this Agreement or 11.4, as applicablemade for the operation of the Facilities and the Business after the Closing. The rights parties will promptly execute any documents and remedies provided in this Article 11 shall be instructions reasonably requested by the exclusive right other party or remedy and shall not be cumulative with any other rights or remedies provided by applicable Law as a result of a Escrow Agent relating to the termination of this Agreement or the Escrow Agreement or the delivery of the Deposit pursuant to this Agreement. “Refundable Events” are expressly limited to the following events: (a) a Consent Termination, (b) a Seller Breach Termination; (c) a Regulatory Contingency Termination; (d) a Purchaser Condition Termination; (e) a Seller Condition Termination, or (f) a Casualty / Condemnation Termination. If this Agreement is terminated for any of the above reasons, then a Refundable Event shall have occurred and the Deposit shall be promptly refunded to Purchaser.

Effect of Termination; Remedies. If (a) In the event of a termination of this Agreement is terminated pursuant by Purchaser or Seller under this Section 12, (i) written notice thereof shall forthwith be given to Section 11.1: the other parties and the Escrow Agent; (aii) this Agreement shall forthwith become null and void and of no further force and or 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 than with respect to Seller or the Project shall be treated in accordance with Section 12.2 Sections 1.8, 2.28, 3.4, 4.9, 5.1, 12.3 and the Confidentiality Agreement; and (c) if Seller terminates Article XIII of this Agreement pursuant to Section 11.1(c) or Section 11.1(d)(i), Title Company which shall deliver the Escrow Deposit to Seller and in the event of survive the termination of this Agreement and shall be enforceable by Buyer the parties hereto, and there shall be no liability or Seller pursuant obligation on the part of any party hereto, except for breaches of the surviving provisions of this Agreement set forth immediately above; (iii) Purchaser shall have no right, option, title or interest to purchase the Assets, or any other section, Title Company shall deliver portion thereof; (iv) the Escrow Agreement shall be terminated; (v) if the event of termination is a Refundable Event, Escrow Agent shall return the Deposit to Buyer; and (d) such termination shall be without liability of Purchaser, together with any Party (or any affiliateinterest earned thereon, memberif any, 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 this Agreement; (vi) if the event of termination is not a Refundable Event, Escrow Agent shall pay the Deposit to Seller, together with any interest earned thereon; and (vii) Purchaser shall withdraw its regulatory filings related to the transactions contemplated by this Agreement or 11.4made for the operation of the Facilities and the Business after the Closing. The parties will promptly execute any documents and instructions reasonably requested by the other party or Escrow Agent relating to the termination of this Agreement or the Escrow Agreement or the delivery of the Deposit pursuant to this Agreement. “Refundable Events” are expressly limited to the following events: (a) a Consent Termination, (b) a Seller Breach Termination; (c) a Regulatory Contingency Termination; (d) a Purchaser Condition Termination; (e) a Seller Condition Termination, or (f) a Casualty / Condemnation Termination. If this Agreement is terminated for any of the above reasons, then a Refundable Event shall have occurred and the Deposit shall be promptly refunded to Purchaser. (b) If a Seller Breach Termination occurs, Purchaser shall be entitled to a return of the Deposit and to receive a sum equal to Purchaser’s actual and verified out-of-pocket costs and expenses, including attorneys’ fees and expenses, from Seller, jointly and severally, as applicableliquidated damages, up to a maximum of $200,000 (“Transaction Costs”). The If, after a default by any Seller that is not cured within the applicable cure period, Purchaser, as its sole remedy, may either (i) (A) seek and shall be entitled to specific performance of Seller’s obligations to Close under this Agreement, and either (B) upon being awarded specific performance, pursue a claim for all costs and expenses, including reasonable attorney fees and expenses, in pursuing such claim; or (C) upon being denied specific performance, may elect to terminate pursuant to the immediate following clauses of Section 12.3(b)(ii), or (ii) if Purchaser so elects, Purchaser in the alternative to such claim for specific performance and related costs and expenses, may terminate this Agreement, and be reimbursed the Deposit and Transaction Costs as set forth above in this Section 12.3(b). Upon the receipt of liquidated damages as set forth in this Section 12.3(b), no party shall have any further rights and or obligations under this Agreement, except as provided in Section 12.3(a). If the Closing does not occur, the remedies provided for in this Article 11 Section shall be the exclusive right or remedy and of Purchaser for a breach of this Agreement by Seller. Notwithstanding the foregoing, the limitation of remedies provided for in this Section shall not apply to (y) any indemnity obligations of Seller under this Agreement, and (z) any reasonable attorneys’ fees, costs and interest awarded to Purchaser in any proceeding between Seller and Purchaser pursuant to or arising from this Agreement in which Purchaser is the prevailing party. (c) If a Purchaser Breach Termination occurs, Seller shall be cumulative with entitled to receive the Deposit as liquidated damages and no party shall have any other further rights or obligations under this Agreement, except as otherwise provided in Section 12.3(a). If Closing does not occur, the remedies provided by applicable Law as for in this Section shall be the exclusive remedy of Seller for a result of a termination breach of this Agreement by Purchaser. Notwithstanding the foregoing, the limitation of remedies provided for in this Section shall not apply to (i) any indemnity obligations of Purchaser under this Agreement, and (ii) any reasonable attorneys’ fees, costs and interest awarded to Seller in any proceeding between Seller and Purchaser pursuant to or arising out of or relating to this Agreement in which Seller is the prevailing party.