Effect of Termination; Right to Proceed. Subject to the provisions of Section 7.1 hereof, in the event that this Agreement shall be terminated pursuant to Section 7.2, all further obligations of the parties under this Agreement shall terminate without further liability of any party hereunder except that: (i) the agreements contained in Section 4.2 shall survive the termination hereof; and (ii) termination shall not preclude any party from seeking relief against any other party for breach of Section 4.2. In the event that a condition precedent to its obligation is not met, nothing contained herein shall be deemed to require any party to terminate this Agreement, rather than to waive such condition precedent and proceed with the Contemplated Transactions.
Effect of Termination; Right to Proceed. Subject to the provisions of Section 7.1 hereof, in the event that this Agreement shall be terminated pursuant to Section 7.2, all further obligations of the parties under the Agreement shall terminate without further liability of any party hereunder except (i) to the extent that a party has made a material misrepresentation hereunder or committed a breach of any material covenant and agreement imposed upon it hereunder; (ii) to the extent that any condition to a party's obligations hereunder became incapable of fulfillment because of the breach by a party of its obligations hereunder and (iii) that the agreements contained in Sections 4.8 and 4.10 shall survive the termination hereof. In the event that a condition precedent to its obligation is not met, nothing contained herein shall be deemed to require any party to terminate this Agreement, rather than to waive such condition precedent and proceed with the Contemplated Transactions.
Effect of Termination; Right to Proceed. In the event of the termination of this Agreement in accordance with this Article, written notice thereof shall be given to the other party or parties specifying the provision pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no liability hereunder on the part of Purchaser or Seller, except with respect to any breach of this Agreement by such party prior to termination and subject to the right to seek specific performance. Notwithstanding the foregoing, Sections 4.6 and 10.3. Article X and this Section 9.2, shall survive any termination of this Agreement.
Effect of Termination; Right to Proceed. In the event that a party wishes to terminate this Agreement pursuant to Section 9.1, it shall give written notice thereof whereupon all further obligations of the parties under the Agreement shall terminate without further liability of any party hereunder except (i) to the extent that a party has made a material misrepresentation hereunder or committed a breach of the material covenants and agreements imposed upon it, hereunder; (ii) to the extent that any condition to a party's obligations hereunder became incapable of fulfillment because of the breach by a party of its obligations hereunder and (iii) that the agreements contained in Sections 4.6, 10.3 and 10.4 and Article VII shall survive the termination hereof. In the event that a condition precedent to its obligation is not met, nothing contained herein shall be deemed to require any party to terminate this Agreement, rather than to waive such condition precedent and proceed with the transactions contemplated hereby. Notwithstanding anything to the contrary contained herein, no party shall have any obligation to the other hereunder arising out of the occurrence of an event or circumstance not within the control of such party which event or circumstance resulted in a representation or warranty of such party ceasing to be true.
Effect of Termination; Right to Proceed. (a) In the event of termination of this Agreement by the Seller, on the one hand, or the Purchaser, on the other hand, as provided in Section 6.1, this Agreement forthwith shall become null and void and there shall be no liability on the part of the Seller or the Purchaser, except that upon termination of this Agreement pursuant to:
(i) Section 6.1(b), the Purchaser shall have no further obligation to the Seller under this Agreement or otherwise, except with respect to the agreements contained in Sections 4.6, 4.7 and 4.8; and
(ii) Section 6.1(c), the Seller shall remain liable to the Purchaser for any misrepresentation or breach of warranty or nonfulfillment of or failure to perform any covenant or agreement of the Seller existing at the time of such termination, and in such event the Purchaser may seek such remedies, including Losses against the Seller with respect to any such breach as are provided in this Agreement or as are otherwise available at Law or in equity and, without limiting the generality of the foregoing, the Seller shall reimburse the Purchaser for all costs and expenses resulting from any such breach.
(b) The agreements contained in Sections 4.6, 4.7 and 4.8 shall survive the termination of this Agreement.
Effect of Termination; Right to Proceed. 46 ARTICLE VIII MISCELLANEOUS.......................................................................... 46 SECTION 8.1 Notices.................................................................................... 46 SECTION 8.2 Entire Agreement........................................................................... 47 SECTION 8.3 Waivers and Amendments; NonContractual Remedies; Preservation of Remedies...................................................... 47 SECTION 8.4
Effect of Termination; Right to Proceed. In the event that this Agreement shall be terminated pursuant to Sections 6.1(a) or (d), all further obligations of the parties under the Agreement shall terminate without further liability of any party hereunder (except with respect to Sections 4.7, 4.8 and 4.9 as provided below). Notwithstanding any other provision in this Agreement to the contrary, upon termination of this Agreement pursuant to Section 6.1(b), Purchaser will remain liable to the Sellers for any misrepresentation or breach of warranty or nonfulfillment of or failure to perform any covenant or agreement of Purchaser existing at the time of such termination, and upon termination of this Agreement pursuant to Section 6.1(c), the Sellers, jointly and severally, will remain liable to Purchaser for any misrepresentation or breach of warranty or nonfulfillment of or failure to perform any covenant or agreement of the Sellers existing at the time of such termination, and in any such event the terminating party(ies) may seek such remedies, including without limitation, Losses (as defined in Section 7.2 below) against the other with respect to any such breach as are provided in this Agreement or as are otherwise available at Law or in equity. Without limiting the generality of the foregoing sentence, in the event that this Agreement shall be terminated by the Sellers pursuant to Section 6.1(b) or by Purchaser pursuant to Section 6.1(c), the party in breach of its covenants, agreements or obligations hereunder shall reimburse the non-breaching party for all costs and expenses resulting from any such breach. The agreements contained in Sections 4.7, 4.8 and 4.9 shall survive the termination hereof. In the event that a condition precedent to its obligation is not met, nothing contained herein shall be deemed to require any party to terminate this Agreement, rather than to waive such condition precedent and proceed with the Contemplated Transactions.
Effect of Termination; Right to Proceed. In the event that this Agreement shall be terminated pursuant to Section 8.1, all further obligations of the parties under the Agreement shall terminate without further liability of any party hereunder except: (i) in the case of Buyer, to the extent provided in Article IX; (ii) (A) to the extent that Seller and/or Stockholder has made a material misrepresentation hereunder or committed a material breach of the covenants and agreements imposed upon it hereunder; or (B) to the extent that any condition to Buyer's obligations hereunder became incapable of fulfillment because of the breach by Seller and/or Stockholder of its obligations hereunder, in either of such event, Buyer shall have all of its rights and remedies at law or in equity. Notwithstanding the foregoing, the agreements contained in Sections 5.8 and 5.9 shall survive the termination hereof. In the event that a condition precedent to its obligation is not met, nothing contained herein shall be deemed to require any party to terminate this Agreement, rather than to waive such condition precedent and proceed with the Contemplated Transactions.
Effect of Termination; Right to Proceed. In the event of the termination or abandonment of this Agreement and the Acquisition by any party hereto pursuant to the terms of this Agreement, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination or abandonment of the Acquisition is made, and there shall be no liability or obligation thereafter on the part of Purchaser or Seller except (A) for fraud and (B) for willful misconduct prior to such termination or abandonment of the Acquisition; provided, however, that the provisions of Sections 5.7, 5.8, 5.9 and Article IX shall remain in full force and effect and survive any termination of this Agreement.
Effect of Termination; Right to Proceed. (a) In the event that this Agreement shall be terminated pursuant to Section 9.1 (a), (b) or (e) hereof, all further obligations of the parties under the Agreement shall terminate without further liability of any party hereunder. Notwithstanding any other provision in this Agreement to the contrary, (i) upon termination of this Agreement pursuant to Section 9.1(c) hereof, the Purchaser shall remain liable to the Seller for any misrepresentation or breach of warranty or non-fulfillment of or failure to perform any covenant or agreement of the Purchaser existing at the time of such termination; and in any such event the terminating party may seek such remedies, including, without limitation, Losses against the other party with respect to any such breach as are provided in this Agreement or are otherwise available in law or equity, (ii) upon termination of this Agreement pursuant to Section 9.1(d) hereof, the Warrantor shall remain liable jointly and severally to the Purchaser for any misrepresentation or breach of warranty or non-fulfillment of or failure to perform any covenant or agreement of the Seller or the Companies existing at the time of such termination, and in any such event the terminating party may seek such remedies, including without limitation, Losses (as defined herein) against the other party with respect to any such breach as are provided in this Agreement or as are otherwise available at Law or in equity; (iii) upon termination of this Agreement pursuant to Section 9.1(f) hereof, the Seller shall immediately pay US $175,000 to the Purchaser, and any late payment shall bear interest at the rate of twelve (12%) percent per annum from the termination date until the amount is paid in full, together with costs of collection, including reasonable attorneys' fees. Without limiting the generality of the foregoing sentence, in the event that this Agreement shall be terminated by the Seller pursuant to Section 9.1(c) hereof or by the Purchaser pursuant to Section 9.1(d) hereof, the party in breach of its covenants, agreements or obligations hereunder shall reimburse the non-breaching party for all costs and expenses resulting from any such breach.
(b) Except to the extent specifically provided for in this Section 9.2, the agreements contained in Section 5.3, 11.4, 11.11 and 11.12 hereof and the Letter of Intent shall survive the termination hereof. In the event that a condition precedent to its obligation is not met, nothing herein shall require any...
