Liabilities Upon Abandonment Sample Clauses

Liabilities Upon Abandonment. In the event this Agreement is terminated pursuant to Section 10.2 above, no party hereto shall have any liability to any other party for costs, expenses, damages, loss of anticipated profits or otherwise, unless the termination occurs because of any misrepresentation or breach of warranty by such party or the failure of performance of, or compliance with, any covenant or agreement contained in this Agreement by such party; provided, that if Sellers terminate this Agreement pursuant to Section 10.2(b) because Buyer has not delivered the Purchase Price at Closing or has otherwise breached any of its material obligations under this Agreement or if Buyer terminates this Agreement pursuant to Section 10.2(c) because Sellers have not delivered the Assets at Closing or have otherwise breached their material obligations under this Agreement, then Buyer or Sellers, as the case may be, shall pay the other party on demand an amount equal to ten percent (10%) of the Base Purchase Price by wire transfer of immediately available funds, and such payment shall constitute liquidated damages and the sole remedy of Sellers or Buyer, as the case may be, under this Agreement. The party that has failed to perform acknowledges and agrees that the other party’s recovery of such amount shall constitute payment of liquidated damages and not a penalty and that such liquidated damages amount is reasonable in light of the substantial but indeterminate harm anticipated to be caused by the party that has failed to perform its obligations under this Agreement, the difficulty of proof of loss and damages, the inconvenience and non-feasibility of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder.
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Liabilities Upon Abandonment. In the event this Agreement is terminated pursuant to Section 10.2 above, no party hereto shall have any liability to the other party for costs, expenses, damages, loss of anticipated profits or otherwise, unless the termination occurs because of any misrepresentation or breach of warranty by a party hereto or the failure of performance of, or compliance with, any covenant or agreement contained in this Agreement.
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Liabilities Upon Abandonment. (a) In the event this Agreement is terminated pursuant to Section 11.1 above, no party hereto shall have any liability to the other party for costs, expenses, damages, loss of anticipated profits or otherwise, unless the termination occurs because of any misrepresentation or breach of warranty by such party or the failure by such party in the performance of, or compliance with, any covenant or agreement contained in this Agreement. In the event that this Agreement is terminated by Pacific and Southern as a result of misrepresentation or breach of warranty or covenant by Evergreen, the Deposit shall continue to be held until Pacific and Southern's damages therefrom have been agreed to by the parties or established by a court of competent jurisdiction (the "Damages"). Following such determination, the Deposit shall be drawn down and applied toward the Damages. The amount not needed to satisfy the Damages, if any, shall be returned to Evergreen. The Deposit shall not be a limit on the amount of damages to which Pacific and Southern may be entitled in the event of a breach by Evergreen.
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Liabilities Upon Abandonment. 69 11.3 Unwind.......................................................... 69 ARTICLE XII. MISCELLANEOUS PROVISIONS 12.1 Expenses........................................................ 70 12.2
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Liabilities Upon Abandonment. 32 10.4 Expenses...................................................32
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Liabilities Upon Abandonment. In the event this Agreement is ---------------------------- terminated pursuant to Section 11.2 above, neither Argyle nor Gannett shall have any liability to the other for costs, expenses, damages, loss of anticipated profits or otherwise, unless the termination occurs because of any misrepresentation or breach of warranty by a party hereto or the failure of performance of, or compliance with, any covenant or agreement contained in this Agreement.
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Liabilities Upon Abandonment. 50 ARTICLE XII.
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Liabilities Upon Abandonment. In the event this Agreement is terminated pursuant to Section 10.2 above, no party hereto shall have any liability to any other party for costs, expenses, damages, loss of anticipated profits or otherwise. If this Agreement is terminated pursuant to Section 10.2, Buyer shall be entitled to the return of the $2,000,000 deposit made on or about June 19, 2013 (the “Deposit”) and nothing else.
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Related to Liabilities Upon Abandonment

  • Liabilities Upon Termination If this Agreement is terminated for any reason other than those set forth in Section 12.01 or is breached, nothing contained herein shall be construed to limit Seller’s or Buyer’s legal or equitable remedies including, without limitation, damages for the breach or failure of any representation, warranty, covenant or agreement contained herein and the right to enforce specific performance of this Agreement.

  • Liability Upon Termination If this Agreement shall be terminated pursuant to Section 8 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 5 and 7 hereof; but, if for any other reason, the Certificates are not delivered by or on behalf of the Company as provided herein, because the Company fails to satisfy any of the conditions set forth in Section 4 hereof or because of any refusal, inability or failure of the Company to perform any agreement herein or to comply with any provision hereof, other than by reason of a default by the Underwriters, the Company will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Certificates, but the Company shall then be under no further liability to any Underwriter with respect to such Certificates except as provided in Section 5 and Section 7 hereof.

  • LIABILITIES IN EVENT OF TERMINATION Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • Order of Payment of Liabilities Upon Dissolution After determining that all debts and liabilities of the Company, including all contingent, conditional or unmatured liabilities of the Company, in the process of winding-up, including, without limitation, debts and liabilities to the Member in the event it is a creditor of the Company to the extent otherwise permitted by law, have been paid or adequately provided for, the remaining assets shall be distributed in cash or in kind to the Member.

  • Remedies Upon Termination If this Agreement is terminated as provided herein:

  • Rights and Remedies Upon Breach If Executive breaches or threatens to commit a breach of any of the provisions of this Section 5 (the “Restrictive Covenants”), the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity:

  • Adjustments Upon Certain Events In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.

  • Remedies Upon Breach I understand that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and I consider them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief.

  • Notice of Adjustments and Certain Other Events (a) Whenever the Settlement Rate is adjusted as herein provided, the Company shall:

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