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.
Liabilities Upon Termination. If Closing does not occur due to ---------------------------- Seller's violation of the terms of this Agreement, then Buyer may seek such legal or equitable remedies as Buyer may desire 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. If Closing does not occur due to Buyer's violation of the terms of this Agreement, then Seller may seek such legal or equitable remedies as Seller may desire, 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.
Liabilities Upon Termination. In the event of the termination of this Agreement pursuant to the terms and provisions hereof, neither party hereto shall have any liability hereunder of any nature whatsoever to the other, including, without limitation, any liability for monetary damages; provided, however, that (a) the foregoing shall not preclude liability from attaching to a party who has intentionally breached or violated any of the provisions hereof, and (b) the termination of this Agreement shall not terminate or affect any of the provisions contained in Article VIII hereof or the agreements of the parties hereto with respect to confidentiality contained in Section 2.3 hereof and in the Confidentiality Agreement.
Liabilities Upon Termination. Broker shall be responsible for all liabilities, debts and obligations of Broker accrued from the purchase of air time and use of transmission facilities, including, without limitation, Broker's accounts payable, barter agreements and unaired advertisements, but not for Licensee's federal, state and local tax liabilities associated with Broker's payments to Licensee as provided herein. With respect to Broker's obligations for consideration in the form of air time, Broker may propose compensation to Licensee for meeting these obligations, but Licensee shall be under no duty to accept such compensation or to perform such obligations.
Liabilities Upon Termination. Except for the terms of Section 11.2 hereof (and, to the extent relevant thereto, the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16, 11.17 and 11.19 hereof), which shall survive any termination of this Agreement, upon the termination of this Agreement pursuant to Section 9.1 hereof, this Agreement shall forthwith become null and void, and no party hereto or any of its officers, directors, employees, agents, consultants, stockholders or principals shall have any rights, liabilities or obligations hereunder or with respect hereto; provided, however, that nothing contained in Section 9.1 or this Section 9.2 shall (i) relieve any party from liability for any willful failure to comply with any covenant or agreement contained herein (and the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16, 11.17 and 11.19 hereof shall apply to any such failure) or (ii) affect the Confidentiality Agreement, which shall survive any termination of this Agreement in accordance with the Confidentiality Agreement's terms and conditions.
Liabilities Upon Termination. Upon termination of this Agreement, Broker shall be responsible for all liabilities, debts and obligations of Broker accrued from the purchase of air time and transmission services including, without limitation, accounts payable, barter agreements and unaired advertisements, but not for Licensee's federal, state, and local tax liabilities associated with Broker's payments to Licensee as provided for herein. With respect to Broker's obligations to broadcast material over the Stations after termination hereunder, Broker may propose compensation to Licensee for meeting these obligations, but Licensee shall be under no duty to accept such compensation or to perform such obligations. Upon termination, Broker shall return to Licensee any equipment or property of the Stations used by Broker, its employees or agents, in substantially the same condition and location as such equipment existed on the date of this Agreement, ordinary wear and tear excepted, and Broker shall assign to Licensee the still outstanding Station Agreements that were assigned to Broker pursuant to Section 12 hereof and any new contracts entered into by Broker relating to the Stations that Licensee expressly agrees to assume. Notwithstanding anything in the foregoing to the contrary, termination shall not extinguish any rights of either party as may be provided by Section 15 hereof.
Liabilities Upon Termination. (a) Upon termination of this Agreement by Seller pursuant to an express right to do so set forth herein, Seller shall be free to enjoy immediately all rights of ownership of the Assets and to sell, transfer, encumber and otherwise dispose of the Assets to any party without any restriction under this Agreement.
(b) If (i) Purchaser terminates this Agreement pursuant to Section 10.1(b) or 10.1(e), (ii) Purchaser terminates this Agreement pursuant to Section 10.1(d) and at such time all conditions set forth in Section 9.2 have not been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing; provided that such conditions would not be satisfied if the Closing were to occur on the date of termination of the Agreement), (iii) Seller terminates this Agreement pursuant to Section 10.1
(c) because the conditions set forth in Section 9.1(d) or Section 9.2(d) have not been waived or satisfied, or (iv) the Parties terminate this Agreement pursuant to Section 10.1(f), then Seller will promptly (but in no event more than two Business Days after such termination) cause the Escrow Agent to remit the Performance Deposit and any interest thereon by wire transfer of immediately available funds to an account designated by Purchaser. If Seller or Purchaser terminate this Agreement for any other reason, then Seller will be entitled to retain the Performance Deposit and the Escrow Agent shall be instructed to forward the Performance Deposit and any interest thereon by wire transfer of immediately available funds to an account designated by Seller no later than two Business Days following the date of termination. Seller agrees that, notwithstanding anything to the contrary in this Agreement, Seller’s right to (i) terminate this Agreement pursuant to Section 10.1(a) and receive the Performance Deposit or (ii) prior to termination (but not after termination) of this Agreement, to seek specific performance but only in the circumstances set forth in Section 14.15, shall be the sole and exclusive remedies of Seller and their Affiliates against Purchaser, the Financing Parties or any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates, affiliated (or commonly advised) funds, representatives, agents, assignees and successors of any of the foregoing (each of the foregoing, other than Purchaser, a “Related Party”); and if the Closing does not occur for an...
Liabilities Upon Termination. No termination shall release either Party hereto from any liability which at the time of such termination has already accrued to the other Party.
Liabilities Upon Termination. 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 a willful and intentional breach by such party.
Liabilities Upon Termination. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out of pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.
