Effect of Termination; Sole Remedy Sample Clauses

Effect of Termination; Sole Remedy. If this Agreement is terminated in accordance with this clause 7, this Agreement shall be of no further force and effect and neither the Buyer nor the Seller shall have any further obligation to the other hereunder, except that this clause 7.5 and clauses 6.5(b), 7.4, 8, 10, 31, 32 and 33 shall survive such termination. If the Seller is entitled to retain the Security Deposit and/or the Supplementary Security Deposit as set forth herein, retention of such amount shall constitute the Seller’s sole and exclusive remedy in connection with the termination of this Agreement, and the Buyer shall have no further obligation or liability to the Seller in respect of the Aircraft, this Agreement or any of the transactions contemplated hereby other than pursuant to clause 6.5(b) or 33.
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Effect of Termination; Sole Remedy. (a) Notwithstanding any provisions in this Agreement to the contrary, if the Closing does not occur, (i) neither WMT, the Company nor the Stockholders shall be entitled to indemnification for the falsity of any representations or warranties or a breach of any of the covenants and agreements contained herein to be performed at or prior to the Closing and (ii) WMT's, the Company's and the Stockholders' sole and exclusive remedy shall be the receipt of the Termination Fee, if any, as provided in this Section 11.2. In the event that this Agreement shall be terminated pursuant to Section 11.1, all further obligations of the parties hereto under this Agreement (other than pursuant to Sections 6.1(d), 10, 11.2 and 12 and as provided in the Confidentiality Agreement) shall terminate without further liability or obligation of either party to the other party hereunder. (b) Subject to clause (c) of this Section 11.2 and except with respect to terminations pursuant to Section 11.1(b) above, (i) if this Agreement is terminated by any party and (A) all of the conditions of the Closing set forth in Sections 8.1 and 8.3 (other than the condition set forth in 8.3(i)) have been, or are reasonably expected to be at or prior to the Closing, satisfied or waived (or would be satisfied but for the failure of WMT to perform its obligations hereunder), and (B) the Stockholders are not in breach of this Agreement in any material respect, WMT shall pay to the Company a termination fee of $500,000 within two (2) business days of such termination, and the payment of such termination fee shall be the sole remedy of the Company and the Stockholders hereunder. (ii) if this Agreement is terminated by any party and (A) all of the conditions of the Closing set forth in Sections 8.1 and 8.2 have been, or are reasonably expected to be at or prior to the Closing, satisfied or waived (or would be satisfied but for the failure of the Stockholders and the Company to perform their respective obligations hereunder), (B) and WMT is not in breach of this Agreement in any material respect, the Company shall pay to WMT a termination fee of $500,000 within two (2) business days of such termination, and the payment of such termination fee shall be the sole remedy of WMT hereunder. (c) The parties hereto expressly agree that (i) the amounts set forth in Section 11.2(b) are intended to be liquidated damages for harm caused by termination of this Agreement and are reasonable forecasts of just compensation i...
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Effect of Termination; Sole Remedy. Upon any termination of this Agreement prior to Closing, the Purchased Assets shall automatically revert back to Seller and this Agreement shall be of no further force or effect. The parties hereby acknowledge and agree that their sole remedy with respect to any breach by the other party of its respective representations, warranties and covenants set forth in Articles 4, 5 or 6, as applicable, shall be termination of this Agreement with no liability to the breaching party.
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Effect of Termination; Sole Remedy. Notwithstanding any provisions in this Agreement to the contrary, if the Closing does not occur, neither BPS nor REAL shall be entitled to indemnification for the falsity of any representations or warranties or a breach of any of the covenants and agreements contained herein to be performed at or prior to the Closing. In the event that this Agreement shall be terminated pursuant to Section 7.1 hereof, all further obligations of the parties hereto under this Agreement (other than pursuant to Sections 5.5 and 8.2 and Article 9 hereof) shall terminate without further liability or obligation of either party to the other party hereunder.
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Related to Effect of Termination; Sole Remedy

  • Termination Not Sole Remedy Termination is not the sole remedy under this Agreement and, whether or not termination is effected and notwithstanding anything contained in this Agreement to the contrary, all other remedies shall remain available except as agreed to otherwise herein.

  • Effect of Termination Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.

  • Termination Remedies (a) If all conditions precedent to the obligations of Buyer set forth in Article VII, or of Seller set forth in Article VIII, (such Party that has satisfied its conditions precedent, the “Performing Party”) have been met and the transactions contemplated by this Agreement are not consummated on or before the Closing Date because of the failure of Buyer or Seller to perform any of its material obligations hereunder or the breach of any representation herein by Buyer or Seller (such party that has not satisfied its conditions precedent, the “Breaching Party”) and the Performing Party has performed all of its material obligations hereunder and has not breached any representation herein, then in such event, the Performing Party shall have the option to terminate this Agreement, in which case (i) if Buyer is the Breaching Party, Seller shall retain the Deposit as liquidated damages on account of Buyer’s failure to perform its obligations under this Agreement or Buyer’s breach of any representation under this Agreement, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s breaches or (ii) if Seller is the Breaching Party, then Seller shall return the Deposit to Buyer in immediately available funds within three (3) calendar days after receipt of Buyer’s notice of termination. Buyer and Seller acknowledge and agree that (i) the Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) that the Deposit is a reasonable estimate of such actual damages and (iii) such liquidated damages do not constitute a penalty. Additionally, if Seller is the Breaching Party, in lieu of terminating this Agreement, Buyer shall have the right of specific performance of this Agreement. (b) If this Agreement is terminated for any reason, other than as set forth in Section 11.03(a), then Seller shall return the Deposit to Buyer in immediately available funds within three (3) calendar days after the event giving rise to such payment to Buyer. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein.

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Sole Remedies THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY ------------- AND ALL WARRANTIES AND THE SOLE REMEDIES FOR THE COMPANY'S LIABILITY IF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT AND ALL OTHER PERFORMANCE BY THE COMPANY UNDER OR PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTION 5 HEREOF.

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Termination and Remedies (a) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

  • Effect of Termination Notice Where Network Rail or the Train Operator has served a Termination Notice on the other: (a) the service of the Termination Notice shall not affect the parties’ continuing obligations under this contract up to the date of termination, which date shall be determined in accordance with paragraph 3.4(c); (b) the party which has served the Termination Notice shall withdraw it by notice to the other party, upon being reasonably satisfied that the relevant Event of Default has been remedied; and (c) this contract shall terminate on the later of: (i) the date and time specified in the Termination Notice for the contract to terminate (or such later date and time as the party which served the Termination Notice notifies to the other before the date and time so specified); and (ii) the date on which a copy of the Termination Notice is given to XXX.

  • Default Remedies Termination If the Stop Work Order is canceled, ODHS may, after receiving and evaluating a request by the Contractor, make an adjustment in the time required to complete this Contract and the Contract price by a duly executed amendment.

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