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Common use of Procedure and Effect of Termination Clause in Contracts

Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions of the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice of termination of this Agreement pursuant to Section 12.1, is given to the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement pursuant to Section 12.1 as specified in the preceding sentence, this Agreement shall terminate, and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. Immediately upon any such termination, AmPaM shall deliver written notice of such termination to the Other Founding Companies. If this Agreement is terminated as provided in this Section 12, no party hereto shall have any liability or further obligation hereunder to any other party, except as provided in Section 14 and Section 18.6, provided, that, 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 that occurred prior to such termination.

Appears in 8 contracts

Samples: Acquisition Agreement (Miller Mechanical Contractors Inc), Acquisition Agreement (Miller Mechanical Contractors Inc), Acquisition Agreement (Miller Mechanical Contractors Inc)

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Procedure and Effect of Termination. A determination (a) In the event that a Party having the right to terminate this Agreement by AmPaM pursuant desires to Section 12.1 terminate this Agreement, such Party shall be valid and effective only if a give the other Party written notice of such termination, accompanied by a certified copy of resolutions of specifying the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice of termination of basis for such termination, and this Agreement pursuant to Section 12.1, is given to the Stockholders in the manner specified for notices in this Agreement. A determination to will terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement pursuant to Section 12.1 as specified in the preceding sentence, this Agreement shall terminate, and the transactions contemplated hereby shall will be abandoned, without further action by any either Party, whereupon the liabilities of the parties hereto. Immediately upon any such terminationParties hereunder will terminate, AmPaM shall deliver written notice of such termination to the Other Founding Companies. If this Agreement is terminated except as otherwise expressly provided in this Section 1210.2. (b) The obligations of the Parties under Article XI, no party and Sections 5.17, 6.5, 7.3, 7.5, and 7.15 and this Section 10.2 (and any definitions in Article I referenced in any of the foregoing) will survive the termination of this Agreement. Except if the basis for such termination is that a Party has breached its obligation to consummate the Closing in accordance with Article IV (provided that the conditions to the obligation of such Party under Article VIII hereof to consummate the Closing have been satisfied, other than conditions to be satisfied by deliveries at the Closing), such termination shall be the sole remedy of the Parties hereto with respect to breaches of any covenant, agreement, representation or warranty contained in this Agreement and neither Party hereto nor any of its Affiliates or Representatives shall have any liability or further obligation hereunder to the other Party or any other partyof its Affiliates or Representatives pursuant to this Agreement, except as with respect to the obligations specified in the preceding sentence; provided that nothing herein shall relieve any Party from liability for any willful and material breach of any representation, warranty, covenant or agreement of such Party contained in Section 14 and Section 18.6, provided, that, the this Agreement. (c) Upon any termination of this Agreement Agreement, all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, will in no way limit any obligation within a commercially reasonable time thereafter be withdrawn by the filing Party from the Governmental Entity or liability of any party based on or arising from a breach or default by such party with respect other Person 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 that occurred prior to such terminationwhich they were made.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Algonquin Power & Utilities Corp.), Asset Purchase Agreement (Algonquin Power & Utilities Corp.), Asset Purchase Agreement (Atmos Energy Corp)

Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions of In the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice event of termination and abandonment of this Agreement pursuant to Section 12.1, is given to the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement pursuant to Section 12.1 as specified in 7.1 hereof, written notice thereof shall forthwith be given to the preceding sentence, other party to this Agreement and this Agreement shall terminate, terminate (subject to the provisions of this Section 7.2) and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. Immediately upon any such termination, AmPaM shall deliver written notice of such termination to the Other Founding Companies. If this Agreement is terminated as provided in this Section 127.2, no party hereto shall have any liability or further obligation hereunder to any other party, party to this Agreement resulting from such termination except (i) as provided in this Section 14 7.2, (ii) that the provisions of Sections 5.1(b), 10.3, 10.10, and Section 18.6, provided, that, the 10.12 hereof shall remain in full force and effect and (iii) that such termination of this Agreement will in no way limit any obligation or liability of shall not release any party based on or arising hereto from any liability for a material breach or default by such party with respect to of any of its representations, warranties, covenants or agreements contained set forth in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses that occurred prior to such termination.. . Sellers agree that, if Sellers shall terminate this Agreement pursuant to Section 7.1(d) hereof, Sellers shall pay Purchaser a termination fee equal to $4,000,000.00, such amount to be payable by wire transfer in immediately available funds no later than one Business day following the date of such termination. Notwithstanding anything to the contrary in this Agreement, Purchaser expressly acknowledges and agrees that, with respect to any termination of this Agreement for which a termination fee is payable in accordance with this Section 7.3, the payment and acceptance of such termination fee shall constitute liquidated damages with respect to any claim for Damages or any other claim that Purchaser would otherwise be entitled to assert against Sellers and their Affiliates, and their respective directors, managers, members, officers, employees and agents, with respect to this Agreement and the transactions contemplated herein and shall constitute the sole and exclusive remedy available to Purchaser hereunder or otherwise at law or in equity. NO COMPETITION; PUBLIC ANNOUNCEMENTS; NO SOLICITATION

Appears in 4 contracts

Samples: Asset Purchase Agreement (PLM Equipment Growth & Income Fund Vii), Asset Purchase Agreement (PLM Equipment Growth Fund Vi), Asset Purchase Agreement (Professional Lease Management Income Fund I LLC)

Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions In the event of the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice of termination of this Agreement pursuant to Section 12.1, is given to and the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice abandonment of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in and by the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement Ancillary Agreements pursuant to Section 12.1 as specified in 8.1 hereof, written notice thereof shall be given by the preceding sentenceparty so terminating to the other party to this Agreement, and this Agreement shall terminate, terminate and the transactions contemplated hereby and thereby shall be abandoned, abandoned without further action by any of WIN or the parties hereto. Immediately upon any such termination, AmPaM shall deliver written notice of such termination to the Other Founding CompaniesWCAS Subs. If this Agreement is terminated pursuant to Section 8.1 hereof: (a) the WCAS Subs shall return all documents, work papers and other materials (and all copies thereof) obtained from WIN, Holdings or the Division Subsidiaries relating to the transactions contemplated hereby and by the Ancillary Agreements, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by the WCAS Subs with respect to the Division shall be treated in accordance with Section 5.2 hereof and the Confidentiality Agreement referred to in such Section; (b) At the option of WIN or the WCAS Subs, all filings, applications and other submissions made pursuant to Sections 5.3, 5.4 and 5.5 hereof shall, to the extent practicable, be withdrawn from the agency or other person to which made; (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as provided described in this Section 128.2, this Agreement shall become null and void and of no party hereto shall have any liability further force or further obligation hereunder to any other partyeffect, except as for the obligations provided for in Sections 5.6, 8.2, and 10.1 through 10.11 hereof, the confidentiality provision contained in Section 14 5.2 hereof and Section 18.6the Confidentiality Agreement referred to in such Section, provided, that, the each of which shall survive any such termination of this Agreement will in no way limit any obligation or liability of without limitation; and (d) Such termination shall not be deemed to release and shall not relieve any party based on or arising hereto from a any liability for any willful breach or default violation by such party with respect to of any of its representations, warranties, covenants or agreements contained in this Agreement, nor shall such termination impair the rights of any party to (i) compel specific performance by any the other party of its obligations under this Agreement including, but not limited to, legal and audit costs and out of pocket expenses that occurred prior to such terminationor (ii) seek any other remedy under law or in equity.

Appears in 3 contracts

Samples: Share Exchange Agreement (Local Insight Yellow Pages, Inc.), Share Exchange Agreement (Windstream Corp), Share Exchange Agreement (Windstream Corp)

Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions of the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice of termination of this Agreement pursuant to Section 12.1, is given to the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement pursuant to Section 12.1 as specified in the preceding sentence, this Agreement shall terminate, and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. Immediately upon any such termination, AmPaM shall deliver written notice of such termination to the Other Founding Companies. (a) If this Agreement is terminated as provided in pursuant to Section 8.1, this Agreement shall become null and void and have no effect, and all obligations of the Parties hereunder shall terminate, except for those obligations of the Parties set forth this Section 128.2 and ARTICLE IX, no party hereto which shall have remain in full force and effect; provided that nothing herein shall relieve any liability or further obligation hereunder to Party from Liability for any other party, except as provided in Section 14 and Section 18.6, provided, that, the termination material breach 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 other agreements contained set forth herein. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to this Agreement shall, to the extent practicable, be withdrawn from the agency or other Person to which they were made. (b) If this Agreement is terminated by Sellers or Purchaser pursuant to Section 8.1(a) through Section 8.1(d) or Section 8.1(g) or by Purchaser pursuant to Section 8.1(f), Sellers, severally and not jointly, shall reimburse Purchaser for its reasonable, out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Purchaser in connection with this Agreement and the transactions contemplated hereby (the “Purchaser Expense Reimbursement”). The Purchaser Expense Reimbursement shall be paid as an administrative expense Claim of Sellers pursuant to Section 503(b)(1) of the Bankruptcy Code. (c) Except as expressly provided for in this Section 8.2, any termination of this Agreement includingpursuant to Section 8.1 shall be without Liability to Purchaser or Sellers, but not limited including any Liability by Sellers to Purchaser for any break-up fee, termination fee, expense reimbursement or other compensation as a result of a termination of this Agreement. (d) If this Agreement is terminated for any reason, Purchaser shall, and shall cause each of its Affiliates and Representatives to, legal treat and audit costs hold as confidential all Confidential Information, whether documentary, electronic or oral, labeled or otherwise identified as confidential, and out regardless of pocket expenses the form of communication or the manner in which it was furnished. For purposes of this Section 8.2(d), Confidential Information shall be deemed not to include any information that occurred prior (i) is now available to such terminationor is hereafter disclosed in a manner making it available to the general public, in each case, through no act or omission of Purchaser, any of its Affiliates or any of their Representatives, or (ii) is required by Law to be disclosed.

Appears in 2 contracts

Samples: Master Sale and Purchase Agreement (General Motors Corp), Master Sale and Purchase Agreement (General Motors Corp)

Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions In the event of the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice of termination of this Agreement pursuant to Section 12.111.1, is written notice thereof shall be given by a terminating party to the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid other parties, and effective only if a written notice of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement pursuant to Section 12.1 as specified in the preceding sentence, this Agreement shall terminate, terminate and the transactions contemplated hereby Contemplated Transactions shall be abandoned, abandoned without further action by any of the parties hereto. Immediately upon any such termination, AmPaM shall deliver written notice of such termination to the Other Founding Companiesparties. If this Agreement is terminated as pursuant to Section 11.1: (a) Holdings shall promptly cause to be returned to the Company or destroy (at Holdings’ option) all documents and information obtained from Seller, the Company, Subsidiaries of the Company, or any of their respective representatives in connection with this Agreement and the Contemplated Transactions and all documents and information obtained in connection with Holdings’ investigation of the Company and its Subsidiaries from the Company or its representatives, including any copies made by or supplied to Holdings or any of Holdings’ agents of any such documents or information; provided that Holdings and its agents and representatives shall be permitted to retain any copies of such documents and information to the extent required to comply with applicable Law or any bona fide internal document retention policy. Seller and the Company shall promptly cause to be returned to Holdings or destroy (at Seller’s option) all documents and information obtained from Holdings, Subsidiaries of Holdings, or any of their respective representatives in connection with this Agreement and the Contemplated Transactions and all documents and information obtained in connection with Seller’s investigation of Holdings and its Subsidiaries from Holdings or its representatives, including any copies made by or supplied to Seller, the Company or any of their respective agents of any such documents or information; provided that Seller, the Company and their respective agents and representatives shall be permitted to retain any copies of such documents and information to the extent required to comply with applicable Law or any bona fide internal document retention policy. In no event shall this Section 1211.2(a) require the alteration, no deletion, destruction or modification of computer archives, back-up tapes or back-up media made in the ordinary course of business. (b) No party hereto shall have any liability or further obligation hereunder to any other party, except as provided in Section 14 and Section 18.6, provided, that, the termination of this Agreement will in no way limit any obligation or liability to the other parties hereto, except that the parties hereto shall remain bound by the provisions of this Section 11.2, Section 6.10, Section 11.3, Article XII, the Financing Cooperation Obligations and the Confidentiality Agreement; provided, that subject to the limitations set forth in Section 11.3, nothing herein shall relieve a party from any party based on liability or damages arising from a breach or default by such party with respect to any out 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 that occurred prior to such terminationIntentional Breach.

Appears in 1 contract

Samples: Equity Purchase and Contribution Agreement (Select Medical Corp)

Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM INCOM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions of the board of directors of AmPaM INCOM that evidence the authorization of the officer of AmPaM INCOM to deliver a written notice of termination of this Agreement pursuant to Section 12.1, is given to the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM INCOM Stock specified in Section I of on Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM the Company in the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement pursuant to Section 12.1 as specified in the preceding sentence, this Agreement shall terminate, and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. Immediately upon any such termination, AmPaM INCOM shall deliver written notice of such termination to the Other Founding Companies. Upon any termination of this Agreement after the Closing Date, INCOM shall immediately deliver to the Stockholders all certificates representing the Company Stock owned by them and delivered to INCOM at the Closing, together with all accompanying stock powers or other instruments of transfer, free and clear of all liens, encumbrances and claims of every kind. If this Agreement is terminated as provided in this Section 12, no party hereto shall have any liability or further obligation hereunder to any other party, except as provided in Section 14 14.3 and Section 18.6, provided, that, provided that 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 that occurred prior to such termination.

Appears in 1 contract

Samples: Stock Purchase Agreement (Incom Roofing Services Inc)

Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions of In the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice event of termination of this Agreement pursuant to Section 12.1, is given to the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice abandonment of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in by either or both of the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement parties pursuant to Section 12.1 as specified in 10.1, written notice thereof shall forthwith be given by the preceding sentence, terminating party to the other party and this Agreement shall terminate, terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. Immediately upon any such termination, AmPaM shall deliver written notice of such termination to the Other Founding Companies. If this Agreement is terminated as provided herein: (a) subject to Section 9.1(e), said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Section 12Agreement and none of the parties hereto nor any of their respective trustees, no party hereto directors, officers or Affiliates, as the case may be, shall have any other liability or further obligation hereunder to the other party or any other partyof their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as provided stated in this Section 14 10.2 and Section 18.6in Sections 7.2(b), provided7.3 and 7.7; (b) all filings, thatapplications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made; and (c) if a termination of this Agreement will occurs as a result of the failure of the NRC to approve the transactions contemplated by this Agreement and the Decommissioning Funding Agreement as set forth herein and therein primarily based upon a determination that adequate funding for Decommissioning Obligations is not provided for, the Buyer shall pay to the Seller within ten (10) days of the Seller's written demand therefor, accompanied by reasonable supporting documentation, all reasonable, out-of-pocket costs and expenses, not to exceed $500,000, paid or incurred by the Seller during the period from the date of this Agreement to the date of such termination in connection with the Seller's efforts to consummate the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that no way limit any obligation such costs or liability expenses of any party based on or arising from Person for investment banking services shall be payable by the Buyer without the prior consent of the Buyer. The Buyer shall have the right to perform a breach or default by such party reasonable audit of the Seller's books and records with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit such costs and out of pocket expenses that occurred prior to such terminationexpenses.

Appears in 1 contract

Samples: Asset Purchase Agreement (Baycorp Holdings LTD)

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Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions of the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice of termination of this Agreement pursuant to Section 12.1, is given to the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock and AmPaM Series A Preferred Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement pursuant to Section 12.1 as specified in the preceding sentence, this Agreement shall terminate, and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. Immediately upon any such termination, AmPaM shall deliver written notice of such termination to the Other Founding Companies. If this Agreement is terminated as provided in this Section 12, no party hereto shall have any liability or further obligation hereunder to any other party, except as provided in Section 14 and Section 18.6, provided, that, 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 that occurred prior to such termination.

Appears in 1 contract

Samples: Acquisition Agreement (Miller Mechanical Contractors Inc)

Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions of In the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice event of termination of this Agreement pursuant to Section 12.1, is given to the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice abandonment of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in by the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement parties hereto pursuant to Section 12.1 as specified in 7.1 hereof, written notice thereof shall be given by the preceding sentence, party so terminating to the other party and this Agreement shall terminateforthwith terminate and shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned, abandoned without further action by any Hanover and Seller; provided, however, that the last sentence of the parties heretoSection 2.1 and all of Sections 5.1, 5.2 and 5.3, this Section 7.2 and Article VIII shall survive termination of this Agreement. Immediately upon any such termination, AmPaM shall deliver written notice of such termination Notwithstanding anything to the Other Founding Companiescontrary herein, no termination of this Agreement shall require Seller to return the Initial Payment. If this Agreement is terminated as provided in this pursuant to Section 127.1 hereof: (a) Hanover shall redeliver, no or cause to be redelivered, all documents, work papers and other materials of Seller relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party hereto shall have any liability furnishing the same, and all confidential information received by Hanover or further obligation hereunder to any other partyits directors, except as provided in Section 14 and Section 18.6officers, providedemployees, thatAffiliates, the termination of this Agreement will in no way limit any obligation controlling Persons, representatives or liability of any party based on or arising from a breach or default by such party agents with respect to Seller, shall be treated in accordance with the Confidentiality Agreement; (b) Seller shall redeliver, or cause to be redelivered, all documents, work papers and other materials of Hanover and any of other party to the Merger Agreement and the Confidentiality Agreement relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Seller or its representationsdirectors, warrantiesofficers, covenants employees, Affiliates, controlling Persons, representatives or agreements contained agents with respect to Hanover, shall be treated in accordance with the Confidentiality Agreement; and (c) all filings, applications and other submissions made pursuant to this Agreement includingAgreement, but not limited toto the extent practicable, legal and audit costs and out of pocket expenses that occurred prior shall be withdrawn from the agency or other Person to such terminationwhich they were made or amended so to reflect the termination hereof.

Appears in 1 contract

Samples: Exchange Agreement (Hanover Capital Mortgage Holdings Inc)

Procedure and Effect of Termination. A determination Except as set forth in this paragraph, upon any termination of this Agreement, all rights and obligations of the Parties hereunder shall terminate without any liability or obligation of any Party to terminate any other Party, provided that Sections 9.7(d), 9.9, this Section 10.2, and Article XI shall survive such termination. In the event that this Agreement by AmPaM is terminated pursuant to Section 12.1 10.1(f) above, the Deposit Amount (or an amount equal to the Deposit Amount if such termination occurs prior to the Purchaser's funding of the Deposit Amount as contemplated herein) and any interest accrued thereon shall be valid paid to Parent and effective only the Subsidiaries in accordance with the Escrow Agreement (or, if a written notice of termination, accompanied by a certified copy of resolutions such termination occurs prior to the Purchasers' funding of the board Deposit Amount, within five (5) Business Days after such termination). In the event this Agreement is terminated pursuant to any subsection of directors of AmPaM that evidence Section 10.1 other than subsection (f), the authorization Deposit Amount and any interest accrued thereon shall be paid to Purchaser in accordance with the Escrow Agreement. The Break-Up Fee and the Expense Reimbursement Fee shall in all events be payable under the circumstances and in accordance with the timing set forth in Section 9.7(d). Any amounts paid to a Party under Section 9.7(d) or this Section 10.2, including the Break-Up Fee, Expense Reimbursement Fee and the Deposit Amount (or an amount equal to the Deposit Amount if such termination occurs prior to the Purchaser's funding of the officer Deposit Amount as contemplated herein), shall constitute liquidated damages, and no Party shall have any further liability or obligation as a result of AmPaM such termination. The Parties acknowledge and agree that if this Agreement is terminated pursuant to deliver Section 10.1, the actual damages incurred will be difficult, if not impossible, to ascertain and accordingly, the Parties have provided for the liquidated damages provided above. It is further agreed that this provision shall not be construed as a written notice penalty, but as a bona fide attempt to establish an agreed measure of damages which Seller and the Subsidiaries or Purchaser, as the case may be, will suffer as a result of the termination of this Agreement pursuant to Section 12.1, is given to the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement pursuant to Section 12.1 as specified in the preceding sentence, this Agreement shall terminate, and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. Immediately upon any such termination, AmPaM shall deliver written notice of such termination to the Other Founding Companies. If this Agreement is terminated as provided in this Section 12, no party hereto shall have any liability or further obligation hereunder to any other party, except as provided in Section 14 and Section 18.6, provided, that, 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 that occurred prior to such terminationSections.

Appears in 1 contract

Samples: Purchase Agreement (Nco Group Inc)

Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions In the event of the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice of termination of this Agreement pursuant to Section 12.1, is given to and the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice abandonment of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement pursuant to Section 12.1 as specified in 10.1 hereof, written notice thereof shall forthwith be given by the preceding sentenceparty so terminating to the other party, and this Agreement shall terminate, and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. Immediately upon any such termination, AmPaM shall deliver written notice of such termination to the Other Founding CompaniesSeller or Buyer. If this Agreement is terminated as pursuant to Section 10.1 hereof: (a) All filings, applications and other submissions made to any Governmental Authority or other Person shall, to the extent practicable, be withdrawn; (b) The obligations provided for in this Section 1210.2 and Article XI hereof, no party hereto shall have survive any liability or further obligation hereunder to any other party, except as provided in Section 14 and Section 18.6, provided, that, the termination of this Agreement will Agreement; (c) Upon termination of this Agreement, Seller shall pay to Buyer all Project Entity equity funding requirements for the period from August 1, 1997 to the date of termination, plus interest thereon at the rate of 7% per annum; and, in no way limit any obligation or liability such case, Buyer shall pay to Seller its share of any party based Project Entity distributions in respect of such Project Entities, together with interest thereon at the same rate Buyer has earned on or arising from a breach or default by its share of such party with respect distributions; and (d) Upon termination of this Agreement, the approval of Buyer's board of directors under the Rights Agreement referred 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 that occurred Section 5.13 shall again be effective to the same extent as prior to the termination . (e) Upon termination of this Agreement, the Withdrawal Agreement shall be null and void and the Joint Venture Agreement shall be reinstated; provided, however, that Seller shall have no right or interest in any project or joint venture for which Buyer has signed a definitive development or power sales agreement or acquisition agreement, or for which Buyer has closed on financing, between the Effective Date and the date of such termination.

Appears in 1 contract

Samples: Acquisition Agreement (Calenergy Co Inc)

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