Obligations in Event of Termination. (a) In the event of any termination of this Agreement as provided in Section 7.1, this Agreement shall forthwith become wholly void and of no further force and effect (except with respect to Section 5.5, this Section 7.2 and Article VIII, which shall remain in full force and effect) and there shall be no liability on the part of ALPHANET or CIBER; provided, however, that termination shall not preclude any party from suing the other party for, or relieve any party hereto from any liability arising from, a willful breach of this Agreement, except that, in the event of the termination of this Agreement by reason of facts or events that entitle CIBER to a Termination Fee, and such Termination Fee is timely paid, CIBER shall not be entitled to recover any additional amounts from ALPHANET solely by reason of such facts or events.
(b) If this Agreement is terminated (i) by CIBER pursuant to Section 7.1(f); (ii) by CIBER or ALPHANET pursuant to Section 7.1(h) because of the failure to obtain the required ALPHANET Shareholder Approval; (iii) by CIBER or ALPHANET pursuant to Section 7.1(b) because the Merger shall not have been consummated at or prior to the Termination Date or the Extended Termination Date, as the case may be, and, at the time of the termination, (x) the ALPHANET Shareholder Approval shall not have been obtained and (y) after the date hereof and prior to the Termination Date or the Extended Termination Date, as the case may be, there shall have been made an offer or proposal for, or an announcement of any intention with respect to (including the filing of a statement of beneficial ownership on Schedule 13D discussing the possibility of or reserving the right to engage in), a transaction that would constitute a Business Combination involving ALPHANET (if such offer, proposal, announcement or agreement has not been rejected or withdrawn prior to the Termination Date or the Extended Termination Date, as the case may be); or (iv) by ALPHANET pursuant to Section 7.1(g), then ALPHANET shall pay to CIBER, at or prior to the termination pursuant to Section 7.1(g) and not later than one Business Day after the receipt by ALPHANET of a notice of termination from CIBER in the case of Section 7.2(b)(i), (b)(ii) or (b)(iii) or the sending by ALPHANET of a notice of termination in the case of Sections 7.2(b)(ii) or (b)(iii), a termination fee of $900,000 (the "Termination Fee").
(c) For the purposes of this Section 7.2, "Business Combination" means with respect t...
Obligations in Event of Termination. A. Upon termination of this Contract, all finished or unfinished documents, data, studies, and reports prepared by the Contractor pursuant to this Contract, shall become the property of the University.
B. Upon termination of this Contract without cause, the University shall promptly pay the Contractor for all services performed to the effective date of termination, subject to offset of sums due the Contractor against sums owed by the Contractor to the University, and provided Contractor is not in default of this Contract and Contractor submits to the University a properly completed invoice, with supporting documentation covering such services, no later than thirty (30) calendar days after the effective date of termination.
Obligations in Event of Termination. A. Upon termination, all finished or unfinished documents, data, studies, and reports prepared by the Contractor pursuant to this Contract, shall become the property of the City.
B. The City shall promptly pay the Contractor for all services performed to the effective date of termination, subject to indemnification provisions of Paragraph 5 hereof and subject to offset of sums due the Contractor against sums owed by the Contractor to the City.
Obligations in Event of Termination. In the event of any termination of the Agreement as provided in Section 7.1, this Agreement shall forthwith become wholly null and void and of no further force and effect and there shall be no liability on the part of Buyer or Seller, except that the obligations of the parties under Section 4.1 with respect to confidentiality and Section 9.2 and this Section 7.2 shall remain in full force and effect, and except that termination shall not preclude any party from suing the other party for breach of this Agreement.
Obligations in Event of Termination. (a) In the event of any termination of this Agreement as provided in Section 7.01, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of the Company or Parent, except with respect to Section 3.01(j), Section 3.02(l), Section 5.02, Section 5.05, this Section 7.02 and Article 8 shall remain in full force and effect, and except that, subject to Section 7.02(e), termination shall not preclude any party from suing the other party for breach of this Agreement.
(b) If this Agreement is terminated (i) by Parent pursuant to Section 7.01(g); (ii) by Parent or the Company pursuant to Section 7.01(j) because of the failure to obtain the Company Stockholder Approval and prior to the Company Stockholder Meeting there has been an offer or proposal for, or an announcement of any intention with respect to, a transaction that would constitute a Business Combination involving the Company, in each case of a bona fide nature (and such offer, proposal, or announcement has not been rejected or withdrawn prior to the time of such meeting); (iii) by Parent or the Company pursuant to Section 7.01(b) because the Merger shall not have been consummated at or prior to the Termination Date, and at the time of the termination such Company Stockholder Approval shall not have been obtained and there shall have been an offer or proposal for, or an announcement of such intention with respect to, a transaction that would constitute a Business Combination involving the Company (and such offer, proposal or announcement has not been rejected or withdrawn prior to the Termination Date); or (iv) by the Company pursuant to Section 7.01(h), then (A) in the case of clauses (b)(i), (b)(ii) and (b)(iii), if within twelve months of termination of this Agreement, the Company or its Subsidiaries enters into a definitive agreement with any third party making the offer or proposal with respect to a Business Combination or any Business Combination with respect to the Company or its Subsidiaries is consummated, then the Company shall pay to Parent, not later than one Business Day after the earlier of the date such agreement is entered into or such Business Combination is consummated, a termination fee of $1,920,000,000 (the “Termination Fee”) and (B) in the case of clause (b)(iv), the Company shall pay to Parent, at or prior to such termination pursuant to Section 7.01(h), the Termination Fee.
(c) For the purposes of this Section 7....
Obligations in Event of Termination. In the event of any termination of this Agreement as provided in Section 6.1, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of TeleCorp or AWS, except that the obligations of the parties, the last sentence of Section 4.1, Section 6.3, Section 8.2 and this Section 6.2 shall remain in full force and effect, and except that termination shall not preclude any party from suing the other party for willful breach of this Agreement.
Obligations in Event of Termination. 26.1 When the contract is terminated under Clause 24th during the Exploration, Retention or Exploitation Periods, THE ASSOCIATE shall hand over the buildings, pipelines, transfer lines and other movable items belonging to the Joint Account (located in the Contract Area), leaving any producing wxxxx in production, and all of this will pass to ECOPETROL free-of-charge together with the rights-of-way and assets acquired for the contract, even though these may be located outside the Contract Area.
26.2 If this contract is terminated for any reason after the first seventeen (17) years of the Production Period, all interest of THE ASSOCIATE in the machinery, equipment or other assets or movables used or purchased by THE ASSOCIATE or the OPERATOR for contract performance, shall pass to ECOPETROL free-of charge.
26.3 If this contract terminates in the first seventeen (17) years of the Exploitation Period, the terms of Clause 22 (numeral 22.10) shall apply.
26.4 If this contract is terminated unilaterally at any time, all chattels and real estate acquired exclusively for the Joint Account shall pass to ECOPETROL free-of-charge.
26.5 Upon contract termination at any time and for any reason, the Parties commit to give satisfactory compliance to their legal obligations both among themselves and with third parties, as well as those contracted hereunder. CHAPTER VII - MISCELLANEOUS PROVISIONS
Obligations in Event of Termination. In the event of any ----------------------------------- termination of this Agreement as provided in Section 8.1, this Agreement shall ----------- forthwith become wholly void and of no further force and effect and there shall be no liability on the part of TeleCorp, Tritel or AT&T, except that the obligations of the parties under the last sentence of Section 1.14(c), the last --------------- sentences each of Sections 6.1(a), (b) and (c), Section 6.21 (but only if an --------------- --- --- ------------ Early Indus Closing shall have occurred), Section 10.2 and this Section 8.2 ------------ ----------- shall remain in full force and effect, and except that termination shall not preclude any party from suing the other party for breach of this Agreement.
Obligations in Event of Termination. In the event of any termination of this Agreement as provided in Section 7.1, this Agreement shall forthwith become wholly void and of no further force and effect (except with respect to Section 3.1(j), Section 3.2(j), Section 5.2 (as it relates to confidential information only), Section 5.5, this Section 7.2 and Article VIII, which shall remain in full force and effect) and there shall be no liability on the part of the Company, Parent or Merger Sub; provided, however, that termination shall not preclude any party from suing the other party for, or relieve any party hereto from any liability arising from a, willful breach of this Agreement.
Obligations in Event of Termination. Upon termination of this Contract without cause, the Client shall promptly pay UMDI for all services performed to the effective date of termination, subject to offset of sums due UMDI against sums owed by UMDI to the Client, and provided UMDI is not in default of this Contract and UMDI submits to the Client a properly completed invoice, no later than thirty (30) calendar days after the effective date of termination.
