Effect of Termination; Termination Fees and Expenses Sample Clauses

Effect of Termination; Termination Fees and Expenses. (a) Subject to Section 8.2(b) and Section 8.2(c), in the event of the termination of this Agreement pursuant to Section 8.1 and subject to the payment of any amounts required by Section 8.2(b) and Section 8.2(c), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of Parent or the Company and their respective directors, trustees, managers, officers, employees, partners or stockholders and all rights and obligations of any party hereto shall cease, except that the Confidentiality Agreement shall survive termination hereof and except for the agreements contained in Sections 2.8, 2,9 and 6.4, the last sentence of Section 6.7, Sections 6.10(a) and (c), Section 6.14, Section 6.15, this Section 8.2 and Article IX; provided, however, that nothing contained in this Section 8.2(a) shall relieve any party from liabilities or damages arising out of any fraud or willful or intentional breach by such party of any of its covenants or other agreements contained in this Agreement (except that the payment of the Parent Expense Amount and the Break-Up Fee shall relieve the Company and the Operating Partnership of all liability for a breach of Section 6.1 and Section 6.5).
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Effect of Termination; Termination Fees and Expenses. (a) In the event of termination of this Agreement by either or both of the Company and the Yahoo Parties pursuant to Section 7.01, this Agreement shall terminate and become void and have no effect, and there shall be no liability on the part of any party to this Agreement, except as set forth below; provided, that, notwithstanding anything to the contrary, no termination of this Agreement shall relieve any party hereto from liability for Fraud or willful and material failure to perform its obligations under this Agreement (which the parties acknowledge and agree, in the case of any damages sought by the Company or the Yahoo Parties, will not be limited to reimbursement of expenses or out-of-pocket costs, and will include the benefit of the bargain lost by the applicable party). Notwithstanding anything to the contrary contained herein, the provisions of Section 2.03 and Schedule IV (Mutual Tax Commitments) (solely with respect to the reimbursement obligations of the parties set forth therein), Section 5.02(f) (
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Related to Effect of Termination; Termination Fees and Expenses

  • Effect of Termination; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

  • Expenses of Termination The Servicer shall promptly reimburse the Master Servicer (or any designee of the Master Servicer), the Trustee and the Depositor for all reasonable expenses incurred by the Master Servicer (or such designee), the Trustee or the Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Master Servicer, the Trustee or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

  • Termination Fees and Expenses (a) The Company agrees that:

  • Expenses; Termination Fees (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Effect of Termination Upon termination of this Agreement:

  • Termination Effect of Termination 44 9.1 TERMINATION................................................44 9.2

  • Fees and Expenses Upon Termination Should either party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Trust. Additionally, ALPS reserves the right to charge a reasonable fee for its de-conversion services.

  • Expenses; Termination Fee (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Expenses and Termination Fees (a) Subject to subsection (b) of this Section 7.3, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated including, without limitation, filing fees and the fees and expenses of advisors, accountants, legal counsel and financial printers, shall be paid by the party incurring such expense.

  • Termination Fees (a) If this Agreement is terminated:

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