Effect of the Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, except (i) as provided in Section 5.3(c), this Section 8.2, Section 8.3 and Article IX and (ii) nothing herein shall relieve any party from any liability for any willful or intentional breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement.
Effect of the Termination. If Employer Terminates Executive’s Employment (as defined below) without Cause, or Executive Terminates his Employment for Good Reason (as defined below), then:
(i) Executive shall have no further obligations or liabilities hereunder, except Executive’s obligations under Sections 7 and 8, which shall survive the termination of this Agreement.
(ii) Employer shall have no further obligations or liabilities hereunder, except that Employer shall:
(a) Pay to Executive any Base Salary which has been earned on or prior to the termination date, but which remains unpaid as of the termination date, in a lump-sum cash payment within two (2) weeks of the termination date;
(b) Pay to Executive any bonus amounts, if any, which Executive earned prior to the termination date pursuant to Section 4 but which are unpaid as of the termination date, in a lump-sum cash payment within two (2) weeks of the termination date;
(c) Pay to Executive a lump-sum cash payment within two (2) weeks of the termination date equal to the total amount of Base Salary that would have been payable to Executive hereunder had the termination not occurred for a period that is the lesser of one (1) year from the termination date or the period between the termination date and February 29, 2012, subject to any applicable tax withholding and deductions as required by law;
(d) Pay or reimburse, for the period applicable under Section 10.1(ii)(c) above, any medical, dental or vision insurance premiums (up to the amount that Employer is paying on behalf of Executive and his eligible dependents immediately prior to the date of termination, e.g., the employer-paid premium) for the continuation of such health coverage for Executive and Executive’s dependents pursuant to the provisions of COBRA or applicable state law. If Executive becomes eligible to participate in any other group insurance program of another employer and elects coverage thereunder, these payments shall cease at that time;
(e) Pay the full amount of Executive’s bonus opportunity pursuant to Section 4.2, as applicable, in a lump-sum cash payment within two (2) weeks after the termination date, for the Fiscal Year in which the termination occurs, subject to applicable tax withholding;
(f) Pay the Prior Contract Completion Bonus described in Section 4.3 in the amounts set forth therein, in a lump-sum cash payment within two (2) weeks after the termination date, subject to applicable taxes and withholding;
(g) Pay the Completion Bonus described i...
Effect of the Termination. If Employer Terminates Executive’s Employment (as defined below) without Cause, or Executive Terminates his Employment for Good Reason (as defined below), then:
Effect of the Termination. In the event of termination of this Agreement by either the REIT or the Purchaser as provided in Section 6.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Purchaser, the REIT or their respective affiliates or Representatives, relating to, based on or arising under or out of this Agreement, the transactions contemplated hereby or the subject matter hereof (including the negotiation and performance of this Agreement), except (i) as provided in Section 4.2(b), this Section 6.2, Section 6.3, Section 6.4 and Article VII, the provisions relating to the payment and reimbursement of Assumption Expenses in Section 4.13(b) and the indemnification, payment and reimbursement provisions contained in the last sentence of Section 4.12 or the last sentence of Section 4.14(a), (ii) the Guaranty and the Confidentiality Agreement (provided that, with respect to the Confidentiality Agreement, the Purchaser shall be treated as if it were a party thereto to the same extent as Blackstone Real Estate Advisors L.P.) shall each continue in full force and effect in accordance with their respective terms and (iii) subject to Section 7.8, nothing herein shall relieve any Party from any liability for any willful or intentional breach by a Party of any of its representations, warranties, covenants or agreements set forth in this Agreement.
Effect of the Termination. In the event of the termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void and have no effect, without liability on the part of any party or its directors, officers or shareholders. Nothing contained in this Article VII shall relieve any party from liability for any breach of this Agreement.
Effect of the Termination. (a) In the event of termination of this Agreement by either the Company or NXDT as provided in Section 8.1, this Agreement will forthwith become void and there will be no liability or obligation on the part of NXDT, NXDT Intermediary, NXDT OP, NXDT Merger Sub, the Company, NHT Intermediary, NHT Holdings or NHT OP or their respective affiliates or Representatives, relating to, based on or arising under or out of this Agreement, the transactions contemplated hereby or the subject matter hereof (including the negotiation and performance of this Agreement), except (a) as provided in Section 6.2(b) and for this Section 8.2, Section 8.3 and Article IX, and (b) nothing in this Agreement (including Section 8.2, Section 8.3 or payment of the Company Termination Fee or NXDT Termination Amount thereunder) will relieve any Party from any liability for any fraud or any willful and intentional breach by such Party of any of its representations, warranties, covenants or agreements set forth in this Agreement.
Effect of the Termination. (a) In the event that this agreement is terminated in accordance with the provisions of this clause 10 and subject to clause 10.3(b):
(1) each party is released from its obligations to further perform its obligations under this agreement and any Transaction Document, except those expressed to survive termination;
(2) there is no obligation on any party to undertake or perform any of the other actions to implement the Transaction Documents, but such termination does not affect a party’s accrued rights and obligations at the date of termination;
(3) in the event the Purchaser is the Defaulting Party, the Initial Payment (plus all interest accrued on the Initial Payment) will be returned to the Purchaser in full and original amount minus the Termination Payment (as notified with appropriate evidence in accordance with clause 10.5) within 10 (ten) Business Days after providing the notice and evidence referred to in clause 10.5 in Immediately Available Funds without withholding or set off, which shall be the sole remedy (save in relation to fraud) of the Vendor and the Vendor’s Guarantors against any of the Purchaser or its Related Bodies Corporate, and the Vendor and, the Vendor’s Guarantors may not, and each undertake not to, bring any claim against any of the Purchaser or any of its Related Bodies Corporate for the recovery of any other Losses;
(4) in the event the Vendor or any of the Vendor’s Guarantors are the Defaulting Party, the Initial Payment (plus all interest accrued on the Initial Payment) will be returned to the Purchaser in full and original amount and the Termination Payment (as notified with appropriate evidence in accordance with clause 10.5) will be paid to the Purchaser, in each case within 10 (ten) Business Days of receipt of the notice and evidence referred to in clause 10.5 in Immediately Available Funds without withholding or set off, which shall be the sole remedy (save in relation to fraud) of the Purchaser against any of the Vendor, the Vendor’s Guarantor and their Related Bodies Corporate, and the Purchaser undertakes not to bring any claim against any of the Vendor, the Vendor’s Guarantors or any of their Related Bodies Corporate for the recovery of any other Losses;
(5) in the event the Purchaser terminates this agreement in accordance with clause 10.1(a)(3), the Initial Payment (plus all interest accrued on the Initial Payment) will be returned to the Purchaser in full and original amount, which shall be the sole remedy (save in ...
Effect of the Termination. If the Target Company fails to renew upon expiration or this Agreement is early terminated in accordance with Clauses 21.3 and 21.4 above, this Agreement shall become void with no further force and effect (for the avoidance of doubt, if the termination of the Target Company is due to the fact that the NIO Parties intend to take a platform company other than the Target Company as the listing company after the completion of the Restructuring in accordance with Clause 17 hereof, the Investors shall be ensured to have the same rights under the Transaction Documents in the new platform company), and the Target Company shall be liquidated and dissolved, and the Shareholders’ Meeting shall establish a liquidation committee to carry out the liquidation of the Target Company in accordance with relevant PRC Laws and this Agreement. However, no termination of this Agreement pursuant to Clauses 21.3 and 21.4 above shall have an effect on any right of a Party to claim compensation for losses or receive indemnification due to any breach of any representations, warranties, covenants or obligations hereunder prior to the termination of this Agreement. Furthermore, Clause 12 (Liquidation Preference), this Clause 21.5 (Effect of Termination), Clause 24 (Confidentiality) and Clause 29 (Miscellaneous) shall survive the termination of this Agreement. 22FORCE MAJEURE
Effect of the Termination. In the event of termination of this Agreement by either the Company or the Purchaser as provided in Section 6.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Parties or their respective affiliates or Representatives, relating to, based on or arising under or out of this Agreement, the transactions contemplated hereby or the subject matter hereof (including the negotiation and performance of this Agreement), except (i) as provided in Section 4.2(b), this Section 6.2, Section 6.3 and Article VII, the provisions relating to the payment and reimbursement of Assumption Expenses in Section 4.13(b) and the indemnification, payment and reimbursement provisions contained in the last sentence of Section 4.12 or the last sentence of Section 4.14(a), (ii) the Guaranty and the Confidentiality Agreement (provided that, with respect to the Confidentiality Agreement, the Purchaser shall be treated as if it were a party thereto to the same extent as Blackstone Real Estate Services L.L.C.) shall each continue in full force and effect in accordance with their respective terms and (iii) subject to Section 7.8, nothing herein shall relieve any Party from any liability for any willful or intentional breach by a Party of any of its representations, warranties, covenants or agreements set forth in this Agreement.
Effect of the Termination. (a) (i) If this Agreement is terminated (A) by Company pursuant to Section 8.l(d) or (B) by Parent pursuant to Section 8. l(e); or
