Effects of Termination Prior to Closing. In the event this Agreement is terminated prior to Closing, the Seller and the Buyer shall have no further rights, duties, obligations or responsibilities described in this Agreement, except for: (i) the respective indemnification rights and obligations of the Seller and the Buyer described in this Agreement; and (ii) any other right, duty, obligation or responsibility provided for in this Agreement to survive the termination of this Agreement notwithstanding. Notwithstanding the foregoing, in the event that termination of this Agreement occurs as a result of a party’s failure to perform or misrepresentation, the defaulting party shall be obligated and responsible for any and all costs and expenses (including reasonable attorney’s fees) incurred by the non-defaulting party related to or connected with this Agreement.
Effects of Termination Prior to Closing. Upon notice of termination in accordance with Section 9.1, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to the other Party, other than any liability for breaches of this Agreement prior to the termination. This Section 9.2, Section 5.2.2, Section 5.2.3, Section 6.2.3, Section 6.2.4, Section 8 and Section 10 shall survive any termination of the Agreement pursuant to Section 9.1.
Effects of Termination Prior to Closing. Upon notice of termination in accordance with Article 9.1, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to the other Party, other than any liability for breaches of this the Restated SPA or (until the Execution Date) the Initial SPA prior to the termination. This Article 9.2, Article 5 in connection with Sections 5.2.2 and 5.2.3 of the Initial SPA and Article 6 in connection with Sections 6.2.3 and 6.2.4 of the Initial SPA, Article 8 and Article 10 shall survive any termination of the Restated SPA pursuant to Article 9.1.
Effects of Termination Prior to Closing. In the event that this Agreement is terminated prior to Closing pursuant to Section 13.1, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of any Party, or any of their respective directors, trustees, officers, employees, partners, managers or equity holders, and all rights and obligations of any Party shall cease, except that the following provisions shall survive such termination: 16.2 (Choice of Law), 16.3 (Assignment), 16.4 (Confidentiality), 16.5 (Public Announcements), 16.6 (Waiver of Breach), 16.7 (Notice), 16.8 (Severability), 16.11 (Entire Agreement/Amendment) and 16.12 (Cost of Transactions). Notwithstanding the foregoing, no such termination of this Agreement shall relieve any Party from liability or damages for or arising out of Fraud with respect to this Agreement, unlawful conduct with respect to this Agreement or any breach of this Agreement prior to termination of this Agreement.
