Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Parties pursuant to Section 10.1, written notice thereof will forthwith be given by the terminating Party to the other Party and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities of the Parties hereunder will terminate, except as otherwise expressly provided in this Agreement (including Section 10.3).
Appears in 7 contracts
Samples: Unit Purchase Agreement (Aquila Inc), Asset Purchase Agreement (WPS Resources Corp), Asset Purchase Agreement (Empire District Electric Co)
Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Parties pursuant to Section 10.111.1, written notice thereof will shall forthwith be given by the terminating Party party to the other Party parties hereto, and this Agreement will shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby will Transaction shall be abandoned, abandoned without further action by either Party, whereupon the liabilities of the Parties hereunder will terminateparties hereto, except as otherwise expressly provided in that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement (including Section 10.3)and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
Appears in 3 contracts
Samples: Combination Agreement (Taylor & Martin Group Inc), Combination Agreement (Taylor & Martin Group Inc), Combination Agreement (Taylor & Martin Group Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Parties pursuant to Section 10.111.1, written notice thereof will forthwith be given by the terminating Party to the other Party and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities of the Parties hereunder will terminate, except as otherwise expressly provided in this Agreement (including Section 10.311.3).
Appears in 2 contracts
Samples: Asset Sale Agreement (ITC Holdings Corp.), Asset Sale Agreement (Interstate Power & Light Co)
Procedure and Effect of Termination. (a) In the event of termination of this Agreement by either or both of the Parties Buyer and/or Seller pursuant to Section 10.1Sections 9.1 and/or 9.2, prompt written notice thereof will shall forthwith be given by the terminating Party to the other Party party and this Agreement will shall terminate and the transactions contemplated hereby will shall be abandoned, abandoned without further action by either Party, whereupon the liabilities any of the Parties hereunder will terminateparties hereto, except as otherwise expressly provided but subject to and without limiting any of the rights of the parties specified herein in the event a party is in default or breach in any material respect of its obligations under this Agreement (including Section 10.3)Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Procedure and Effect of Termination. In the event of termination of that a Party having the right to terminate this Agreement by either or both of the Parties pursuant desires to Section 10.1terminate this Agreement, written notice thereof will forthwith be given by the terminating such Party to shall give the other Party and written notice of such termination, specifying the basis for such termination. On the second Business Day immediately following the date upon which a termination notice is delivered to the non-terminating Party pursuant to the preceding sentence, this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities of the Parties hereunder will terminate, except as otherwise expressly provided in this Agreement (including Section 10.3).
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Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Parties pursuant to Section 10.1termination, written notice thereof will forthwith shall be given by the terminating Party to the other Party party and this Agreement will shall terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities any of the Parties hereunder will terminate, except parties hereto. If this Agreement is terminated as otherwise expressly provided in Sections 8.1(a) or 8.1(b), no party hereto shall have any liability or further obligations to any other party to this Agreement (including Section 10.3)Agreement.
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Procedure and Effect of Termination. In the event of a termination of this Agreement by either or both of the Parties pursuant to Section 10.110.1 hereof by one party, written notice thereof will shall forthwith be given by the terminating Party to the other Party and party, and, except as set forth below, this Agreement will shall terminate and be void and have no effect and the transactions contemplated hereby will shall be abandoned, without further action by either Party, whereupon the liabilities of the Parties hereunder will terminate, except as otherwise expressly provided in . If this Agreement (including Section 10.3).is terminated as provided herein:
Appears in 1 contract
Samples: Stock Purchase Option Agreement (Westar Industries Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Parties pursuant to this Section 10.110, written notice thereof will forthwith be given by the terminating Party to the other Party and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities Liabilities of the Parties hereunder will terminate, except as otherwise expressly provided in this Agreement (including Section 10.310(c)).
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Procedure and Effect of Termination. In the event of termination of this Agreement by either or both any of the Parties pursuant to this Section 10.19, written notice thereof will forthwith be given by the terminating Party to the other Party Parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities of the Parties hereunder will terminate, except as otherwise expressly provided in this Agreement (including Section 10.39.3).
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Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment by either or both of the Parties any party pursuant to Section 10.19.1 of this Agreement, written notice thereof will forthwith shall be given by the terminating Party to the other Party others and this Agreement will shall terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities any of the Parties hereunder will terminate, except as otherwise expressly provided in parties hereto. If this Agreement (including Section 10.3).is terminated as provided herein or if this Agreement is terminated on the Transaction Expiration Date, upon the request therefor, each party will return all documents, work papers, and other materials of any other party relating to the transaction contemplated by this Agreement, whether obtained before or after the execution of this Agreement, to the party furnishing the same; and
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Procedure and Effect of Termination. In the event of termination of A Party desiring to terminate this Agreement by either or both of the Parties pursuant to Section 10.1, 8.1 must give written notice thereof will forthwith be given by the terminating Party of such termination to the other Party and in accordance with Section 10.7, specifying the provision hereof pursuant to which such termination is effective. If this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities of the Parties hereunder will terminate, except is terminated as otherwise expressly provided in this Agreement (including Section 10.3).herein:
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Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Parties pursuant to Section 10.1----------------------------------- termination, written notice thereof will forthwith shall be given by the terminating Party to the other Party party and this Agreement will shall terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities any of the Parties hereunder will terminate, except parties hereto. If this Agreement is terminated as otherwise expressly provided in Sections 8.1(a) or 8.1(b), no party hereto shall have any liability or further obligations to any other party to this Agreement (including Section 10.3)Agreement.
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Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the Parties parties pursuant to Section 10.19.1, written notice thereof will shall forthwith be given by the terminating Party party to the other Party party and this Agreement will shall terminate and the transactions contemplated hereby will shall be abandonedabandoned to the extent not theretofore consummated, without further action by either Party, whereupon the liabilities any of the Parties hereunder will terminate, except as otherwise expressly provided in parties hereto. If this Agreement (including Section 10.3).is terminated as provided herein: 1.3
Appears in 1 contract
Samples: Asset Purchase Agreement (Bangor Hydro Electric Co)
Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the Parties parties pursuant to Section 10.110.1 hereof, written notice thereof will shall forthwith be given by the terminating Party party to the other Party party and this Agreement will shall terminate and the transactions contemplated hereby will shall be abandoned, without further action by either Party, whereupon the liabilities any of the Parties hereunder will terminateparties hereto, except as otherwise expressly provided for the payment of a breakup fee in this Agreement (including accordance with Section 10.3)10.
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Procedure and Effect of Termination. In the event of the termination of this Agreement by either or both of the Parties pursuant to Section 10.17.1, the party terminating this Agreement shall give prompt written notice thereof will forthwith be given by the terminating Party to the other Party and this Agreement will terminate parties, and the transactions contemplated hereby will shall be abandoned, without further action by either Partyany party. Each filing, whereupon application and other submission relating to the liabilities of transactions contemplated hereby shall, to the Parties hereunder will terminateextent practicable, except as otherwise expressly provided in this Agreement (including Section 10.3)be withdrawn from the Person to which it was made.
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Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Parties pursuant to Section 10.19.1 above, written notice thereof will shall forthwith be given by the terminating Party to the other Party and Parties, and, except as set forth below, this Agreement will shall terminate and the transactions contemplated hereby will be abandoned, void and have no further effect without any further action by either Partythe Parties. MeeMee Media, whereupon the liabilities of the Parties hereunder will terminateInc. / All Screens Media, except as otherwise expressly provided in this Agreement (including Section 10.3).LLC
Appears in 1 contract
Samples: Merger Agreement (MeeMee Media Inc.)
Procedure and Effect of Termination. In the event of termination of If this Agreement and the transactions contemplated by either or both of the Parties this Agreement are terminated pursuant to Section 10.19.1 above, written notice thereof of such termination will forthwith be given by the terminating Party to the other Party party and this Agreement (other than Sections 5.12(b), 9.2, 9.3, 9.4 and 9.5 and Article X, which will continue notwithstanding any such termination) will terminate and the transactions contemplated hereby by this Agreement will be abandoned, without further action by either Party, whereupon the liabilities of the Parties hereunder will terminate, except parties. If this Agreement is terminated as otherwise expressly provided in this Agreement (including Section 10.3).Section:
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Procedure and Effect of Termination. In the event of termination of If either party terminates this Agreement by either or both of the Parties pursuant to as permitted under Section 10.1, it will give written notice thereof will forthwith be given by of the terminating Party termination and the reason(s) for the termination to the other Party and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities party. Upon receipt of the Parties hereunder notice, each party will terminatereturn or destroy all documents, except as otherwise expressly provided in this work papers and other materials pursuant to the Non-Disclosure Agreement (including Section 10.3)entered into by the parties on April 1, 2002.
Appears in 1 contract
Samples: Asset Purchase Agreement (TNS Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Parties Seller and Buyer pursuant to Section 10.1, written notice thereof will forthwith be given by the terminating Party to the such other Party and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by either any Party, whereupon the liabilities of all of the Parties hereunder will terminate, except as otherwise expressly provided in this Agreement (including Section 10.3).
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Procedure and Effect of Termination. In the ----------------------------------- event of termination of this Agreement by either party under Section 14.1(b) or both of the Parties pursuant to Section 10.114.1(c), written notice thereof will forthwith shall be given by the terminating Party to the other Party party and this Agreement will shall terminate and the transactions contemplated hereby will shall be abandoned, without further action by either Partyparty, whereupon the liabilities upon delivery of the Parties hereunder will terminatesuch notice, except as otherwise expressly provided that the Confidentiality Agreement shall survive in this Agreement (including accordance with its terms and Section 10.3)14.2, Section 14.3 and Article XV shall also survive such termination.
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Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Parties Company and Buyer pursuant to Section 10.19.1, written notice thereof will shall forthwith be given by the terminating Party party to the other Party and this Agreement will terminate and the transactions contemplated hereby will be abandonedparty hereto, without further action by either Party, whereupon the liabilities all future funding obligations of the Parties hereunder will terminateBuyer and Advancing Party shall cease, except the Company or the Operating Partnership, as otherwise expressly provided in this Agreement (including Section 10.3).the case may be, shall return all funds invested by Buyer pursuant to this
Appears in 1 contract
Samples: Preferred Units and Stock Purchase Agreement (Ramco Gershenson Properties Trust)