Effect of Termination(a). In the event of termination of this Agreement by either the Majority Purchasers or the Company as provided by Section 8A(i)(a), Section 8A(i)(b) or Section 8A(i)(d) above, this Agreement shall forthwith become void and of no further force and effect, except that (i) the covenants and agreements set forth in this Section 8A shall survive such termination indefinitely, and (ii) nothing in this Section 8A shall be deemed to release any Party from any liability for any breach by such Party of the terms and provisions of this Agreement or to impair the right of any Party to compel specific performance by another Party of its obligations under this Agreement.
Effect of Termination(a). (a) If Closing does not occur because Buyer wrongfully failed to tender performance at Closing, or otherwise breached this Agreement prior to Closing, and all of the conditions to Closing under Section 10.2 have been satisfied or waived (other than those conditions involving deliveries at Closing) and Sellers are ready to close, Sellers shall be entitled to pursue any and all rights and remedies to which Sellers may be entitled at law or in equity and shall be entitled to recover court costs and attorney’s fees in addition to any other relief to which Sellers may be entitled. In lieu of termination of this Agreement, Sellers shall be entitled to specific performance of this Agreement without a requirement to post a bond or other security, it being specifically agreed that monetary damages may not be sufficient to compensate Sellers.
Effect of Termination(a). Notwithstanding anything to the contrary in this Agreement, in the event this Agreement is validly terminated by either Parent or the Company as provided above, the provisions of this Agreement shall immediately become void and of no further force and effect (other than Section 5.2(a) (Access to Information, Employees and Facilities; Confidentiality), the last sentence of Section 5.14(a) (Cooperation as to Certain Indebtedness), Section 7.2 (Termination Fees and Expenses), this Section 7.3 (Effect of Termination), Section 8.1 (Certain Definitions), Section 9.1 (Fees and Expenses), Section 9.5 (References), Section 9.6 (Construction), Section 9.9 (Third-Party Beneficiaries), Section 9.10 (Waiver of Trial by Jury), Section 9.13 (Governing Law), Section 9.14 (Consent to Jurisdiction), and Section 9.16 (Non-Recourse), each of which shall survive the termination of this Agreement). Notwithstanding anything to the contrary contained in this Agreement, (a) each of the Governance Agreement, the Registration Rights Agreement and the Guaranties shall survive the termination of this Agreement in accordance with its respective terms and (b) nothing herein shall relieve the Company (and nothing in this Section 7.3 shall relieve Parent or Merger Sub) from Liabilities incurred or suffered as a result of fraud or a Willful and Material Breach of any of their respective representations, warranties, covenants or other agreements set forth in this Agreement prior to termination of this Agreement. Prior to any valid termination of this Agreement, nothing in this Article VII shall be deemed to impair the right of any party hereto to compel specific performance by another party of its obligations under this Agreement in accordance with the terms of this Agreement.
Effect of Termination(a). (a) In the event of termination of this Agreement as provided in Article 18.1, this Agreement shall forthwith become null and void and this Agreement shall cease to be binding upon any Party except (i) as set forth in Chapters XIX and XX and (ii) that nothing herein shall relieve any Party from liability for any breach of this Agreement.
Effect of Termination(a). If any Party terminates this Agreement pursuant to SECTION 9.1 above, all of the unperformed obligations of the Parties hereunder shall terminate without any liability of any Party to such other Party; provided that nothing herein shall relieve any Party from any liability for any breach of this Agreement.
Effect of Termination(a). In the event of the termination of this Agreement in accordance with Section 8.1, this Agreement shall thereafter become void and have no effect, and no Party shall have any liability to any other Party or their respective Affiliates, or their respective directors, officers or employees, except for the obligations of the Parties contained in this Section 8.2 and in Article IX (and any related definitional provisions set forth in Article I).
Effect of Termination(a). (a) In the event of the termination of this Agreement in accordance with Section 9.1, written notice thereof shall promptly be given by the terminating party to the other party and this Agreement shall become void and have no effect, without any liability to any person in respect of this Agreement or of the transactions contemplated by this Agreement on the part of any party, or any of its Representatives, shareholders or Affiliates, except as provided in Sections 5.2, 5.3, Article X and this Section 9.2, and except that nothing in this Agreement shall relieve any party of liability for fraud or deceit or willful misconduct, or for any breach of or failure to perform any of its agreements and covenants contained in this Agreement; provided, however, that, notwithstanding anything to the contrary contained herein, Seller's right (whether or not exercised) pursuant to Section 9.1(d) to terminate this Agreement and receive a termination fee pursuant to Section 9.2(b) shall be Seller's sole and exclusive remedy for any breach of Purchaser's representations, warranties or covenants relating the Proposed Financing Transactions or any obligation, covenant or agreement of Purchaser to obtain funds to pay the Cash Consideration.
Effect of Termination(a). In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall forthwith become null and void and be of no further force and effect, and there shall be no Liability in respect of this Agreement or any of the transactions contemplated hereby on the part of any party to this Agreement or any of its Affiliates or Representatives, except (i) that the Confidentiality Agreement shall survive in accordance with its terms and (ii) no termination shall relieve any party hereto from any Liability resulting from Fraud or the willful and material breach by such party of any of its representations, warranties, covenants or other agreements set forth in this Agreement. For purposes of this Section 9.3, “willful and material breach” shall mean a material breach of this Agreement that is the consequence of an act undertaken by the breaching party with the knowledge (actual or constructive) that the taking of such act would, or would reasonably be expected to, cause such a material breach of this Agreement. For purposes of clarification, if either the Acquiror or the Company does not consummate the transactions contemplated by this Agreement if and when it is required to do so pursuant to Section 2.3, such event shall be deemed to be a willful and material breach by such party of this Agreement.
Effect of Termination(a). (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent or the Company, other than that the provisions of Section 5.2 (other than the first sentence thereof), Section 5.6, this Section 7.2 and Article VIII shall survive such termination, provided, however, that nothing herein shall relieve any party from any liability for any willful breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement.
Effect of Termination(a). 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 with respect to this Section 11.2 and Article 12, each of which shall continue in full force and effect) shall terminate without further liability or obligation to the other parties hereto; provided, however, that nothing in this Section 11.2 shall relieve any party hereto from liability, whether at law or equity, in contract, in tort or otherwise, for any default or breach of this Agreement, that has been the primary cause of termination of this Agreement.
