Common use of Effect of Termination; Right to Proceed Clause in Contracts

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 that a party wishes to terminate this ---------------------------------------- Agreement shall be terminated pursuant to Section 9.113.02(b) or (c), 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. However, the provision contained in this Article XIII, shall survive any termination of this Agreement and the parties shall bear their respective costs associated herewith. (b) In the event this Agreement shall be terminated pursuant to Section 13.02(a) or (d), all further obligations of parties under this 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 any material covenants covenant and agreements agreement imposed upon it, it hereunder; and (ii) to the extent that any condition to a party's obligations hereunder became become incapable of fulfillment because of the breach by a the other 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 hereofhereunder. 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 trueContemplated Transactions.

Effect of Termination; Right to Proceed. In Subject to the provisions of Section 7.1 hereof, in the event that a party wishes to terminate this Agreement shall be terminated pursuant to Section 9.17.2, 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 any material covenants covenant and agreements agreement imposed upon it, 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 hereunder; and (iii) that the agreements contained in Sections 4.6, 10.3 4.8 and 10.4 and Article VII 4.9 shall survive the termination hereof. In addition, in the event of a termination by Sellers under Sections 7.2(b) or 7.2(e), Sellers shall be entitled, in addition to any other remedies at law or in equity, to the receipt of the Deposit as provided in the Deposit Agreement. 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 trueContemplated Transactions.