Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be of no further effect, and the transactions contemplated hereby shall be abandoned without further action by Seller or Buyer Group.
(b) Notwithstanding the foregoing, termination of this Agreement and abandonment of the transactions contemplated hereby by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and there shall be no liability on the part of Buyer Group or Seller (or their respective officers or directors), except based upon obligations set forth in Section 9.1 hereof and in the immediately preceding sentence, and except that Buyer Group shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreement.
Procedure for and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties pursuant to Section 8.1(b), Section 8.1(c), Section 8.1(d), Section 8.1(e), or Section 8.1(f), written notice thereof shall be given by the party so terminating to the other party and, except as provided in this Section 8.2, this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by Seller or Buyer. Nothing in this Article 8 shall be deemed to release either party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of either party to compel specific performance by the other party of its obligations under this Agreement. If this Agreement is terminated pursuant to Section 8.1:
(a) Each party shall redeliver all documents, work papers and other materials of the other party 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 any party with respect to the other party shall remain confidential; and
(b) All filings, applications and other submissions, if any, made pursuant to this Agreement shall, at the option of Seller and to the extent practicable, be withdrawn from the agency or other Person to which they were made.
Procedure for and Effect of Termination. In the event that this Agreement is terminated and the Merger is abandoned by the Parent or the Merger Sub, on the one hand, or by the Company, on the other hand, pursuant to Section 8.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the Merger shall be abandoned without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except with respect to the willful breach by any party hereto and except that the provisions of this Section 8.3, Section 8.2, Section 6.9, Article 9 and the final sentence of Section 6.3 shall survive the termination of this Agreement.
Procedure for and Effect of Termination. In the event that this Agreement is terminated and the transactions set forth in Section 1.1 are abandoned by Parent or Buyer, on the one hand, or by Seller, on the other hand, pursuant to Section 6.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the transactions set forth in Section 1.1 shall be abandoned without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except (i) with respect to the willful breach by any party hereto, and (ii) this Section 6.2, the second sentence of Section 4.2(a), Section 4.5, Article VII and Section 8.5 shall survive the termination of this Agreement.
Procedure for and Effect of Termination. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement.
Procedure for and Effect of Termination. In the event of the termination and abandonment of this Agreement by Seller or Purchaser pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given to the other party. If the transactions contemplated by this Agreement are terminated as provided herein:
(a) each party will return all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same;
(b) all confidential information received by any party hereto with respect to the business of any other party or its subsidiaries or affiliates shall be treated in accordance with the provisions of the Confidentiality Agreement, which shall survive the termination of this Agreement; and
(c) neither party to this Agreement will have any liability under this Agreement to the other except: (i) as stated in subparagraphs (a) and (b) of this Section 7.2, (ii) as stated in Section 4.9 above, (iii) for any willful breach of any provision of this Agreement, and (iv) as provided in the Confidentiality Agreement.
Procedure for and Effect of Termination. In the event of termination of this Agreement and the abandonment of the transactions contemplated hereby by the parties pursuant to Section 6.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by Cendant or NRT. If this Agreement is terminated pursuant to Section 6.1 hereof:
(a) all filings, applications and other submissions made pursuant hereto shall, to the extent practicable, be withdrawn from the Governmental Entity to which made; and
(b) there shall be no liability or obligation hereunder on the part of Cendant or NRT or any of their respective directors, officers, employees, affiliates, controlling persons, agents or representatives, except that Cendant or NRT, as the case may be, may have liability to the other party if the basis of termination is a breach by Cendant or NRT, as the case may be, of one or more of the provisions of this Agreement, and except that the obligations provided for in this Section 6.2 shall survive any such termination.
Procedure for and Effect of Termination. (a) In the event of the termination of this Agreement by any of the parties in accordance with SECTION 9.1, written notice to the non-terminating party shall be given by the terminating party in accordance with SECTION 10.1.
(b) In the event of the termination of this Agreement as provided in SECTION 9.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Buyer or Seller, or their respective officers, directors or stockholders, PROVIDED that each Party shall remain liable for any fraud, intentional misrepresentation or willful or intentional breach of this Agreement prior to its termination; and provided further, that the provisions of SECTIONS 6.6, 6.7, ARTICLE 10, this SECTION 9.2 and the applicable definitions in ARTICLE 1 shall remain in full force and effect and survive any termination of this Agreement.
Procedure for and Effect of Termination. 7.2.1 In the event that this Agreement is terminated and the Merger is abandoned by the Board of Directors of the Parent, on the one hand, or by the General Partner, on the other hand, pursuant to Section 7.1(a), (b), (c), (d), (g) or (h), written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the Merger shall be abandoned without any further action. If this Agreement is terminated as provided in this Section 7.2.1, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except with respect to the willful breach by any party hereto and except as provided in Section 8.4; provided, however, that, if this Agreement is terminated pursuant to Section 7.1(g) or Section 7.1(h), the foregoing provisions of this sentence shall not relieve a party from liability for breach of contract based upon negligence in making any representation or warranty pursuant to this Agreement as of the date hereof.
7.2.2 In the event that this Agreement is terminated by the General Partner pursuant to Section 7.1(e) or by the Board of Directors of the Parent pursuant to Section 7.1(f), the Company shall (a) reimburse the Parent and Boykxx Xxxagement Company Limited Liability Company ("BMCL") in cash for all Break-Up Expenses (as defined below), and (b) if, in any case, a termination pursuant to Section 7.1(e) or pursuant to Section 7.1(f) if at the time of such withdrawal or change in 92 83 recommendation an Acquisition Proposal has been made to the Company or publicly announced and within twelve months following termination the Company executes a definitive agreement providing for an Alternative Transaction, pay to the Parent a fee in an amount equal to the sum of the Break-Up Fee (as defined below). The "BREAK-UP FEE" shall be $5,500,000 payable to BMCL (which the parties specifically recognize as a third- party beneficiary of this Agreement) and Parent, allocated between them as BMCL and Parent agree (the amount agreed by Parent and BMCL to be received by Parent herein referred to as the "BASE AMOUNT") subject to compliance with the Code such that Parent shall not be entitled to receive more than the sum of (A) the maximum amount that can be paid to the Parent without causing it to fail to meet the requirements of Sections 856(c)(2) and (3) of the Internal Revenue Code of 1986, as amended (the "CODE"), determined as if the payment of such amoun...
Procedure for and Effect of Termination. In the event that this Agreement is terminated by the Fund or the Company, on the one hand, or by Vaalco, on the other hand, pursuant to Section 9.1(b) hereof, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except that the provisions of Section 6.3, 6.4(b), 9.3, this Section 9.2 and Article 10 shall survive the termination of this Agreement.
