Procedure Upon Termination and Consequences. The Acquirer Parties or Contributor may terminate this Agreement when permitted pursuant to Section 7.1 by delivering written notice of such termination to the other Party, and such termination shall be effective upon delivery of such notice in accordance with Section 9.3. If this Agreement is terminated as provided herein, (i) this Agreement shall forthwith become void, except that Section 1.1 (Definitions), Section 5.7 (Confidentiality), this Section 7.2 (Procedure Upon Termination and Consequences), Section 8.5(f) and Article IX (Miscellaneous) shall survive such termination. Except as set forth in the following sentence, such termination shall be the sole remedy of the Parties with respect to breaches of any covenant, agreement, representation or warranty contained in this Agreement and none of the Parties, their Affiliates or any of their respective Representatives, as the case may be, shall have any liability or further obligation to any other Party except with respect to the confidentiality obligations set forth in Section 5.7, which shall survive the termination of this Agreement in accordance with the terms thereof, including with respect to Confidential Information that is subject thereto. Notwithstanding the foregoing, (x) in the event of a termination by the Acquirer Parties pursuant to Section 7.1(b) (under circumstances where Contributor would have been unable to terminate this Agreement pursuant to Section 7.1(b)) or Section 7.1(c), such termination shall not relieve Contributor from liability for any breach of this Agreement or (y) by Contributor pursuant to Section 7.1(b) (under circumstances where the Acquirer Parties would have been unable to terminate this Agreement pursuant to Section 7.1(b)) or Section 7.1(d), such termination shall not relieve the Acquirer Parties from liability for any breach of this Agreement, and any Party not in breach of this Agreement shall have the right (whether or not this Agreement is terminated) to bring an Action for specific performance and to assert all other rights and remedies, and (subject to Section 8.5(f) hereof) recover all damages, available to it at law or in equity.
Procedure Upon Termination and Consequences. Buyer or Sithe, as the case may be, may terminate this Agreement when permitted pursuant to Section 10.1 by delivering written notice of such termination, and such termination shall be effective upon delivery of such notice in accordance with Section 14.3. If this Agreement is terminated as provided herein:
10.2.1 Buyer will deliver all documents, work papers and other materials relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the Sellers; and
10.2.2 no party hereto shall have any liability or further obligation to any other party to this Agreement (i) except with respect to the Confidentiality Agreement, which shall survive the termination of this Agreement, including with respect to information that is subject to the Confidentiality Agreement pursuant to Section 6.1, and the confidentiality agreement dated February 8, 2000 between Buyer and Sithe which shall survive the termination of this Agreement, (ii) except for such legal and equitable rights and remedies which any party may have by reason of any breach or violation of this Agreement by any other party prior to such termination and (iii) except pursuant to Section 14.6.
Procedure Upon Termination and Consequences. Buyer or Seller may terminate this Agreement when permitted pursuant to Section 9.1 by delivering written notice of such termination, and such termination shall be effective upon delivery of such notice in accordance with Section 11.
Procedure Upon Termination and Consequences. Buyer or Seller may terminate this Agreement when permitted pursuant to Section 9.1 by delivering written notice of such termination to the other Party, and such termination shall be effective upon delivery of such notice in accordance with Section 11.3. If this Agreement is terminated as provided herein, this Agreement shall forthwith become void, except that Section 1.1 (Definitions), Section 1.2 (Terms Generally), the last sentence of Section 5.1 (Access to Information; Continuing Disclosure), this Section 9.2 (Procedure Upon Termination and Consequences), and Article XI (Miscellaneous) shall survive such termination. Such termination shall be the sole remedy of the Parties with respect to breaches of any covenant, agreement, representation or warranty contained in this Agreement and none of the Parties, their Affiliates or any of their respective stockholders, members, partners, managers or Representatives, as the case may be, shall have any liability or further obligation to any other Party; provided, however, that nothing in this Agreement shall relieve a Party from liability for any willful breach of or willful failure to perform under this Agreement.
Procedure Upon Termination and Consequences. Either Investor or SRGL may terminate this Agreement when permitted pursuant to Section 8.1 by delivering written notice of such termination to the other parties, and such termination shall be effective upon delivery of such notice in accordance with Section 10.
Procedure Upon Termination and Consequences. The Buyer or the Seller, as the case may be, may terminate this Agreement when permitted pursuant to Section 9.1 by delivering written notice of such termination, and such termination shall be effective upon delivery of such notice in accordance with Section 11.3. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to the other party, except with respect to (i) the confidentiality provisions hereof, which shall survive the termination of this Agreement and (ii) such remedies which a party may have by reason of any breach of this Agreement by another party prior to the date of such termination.
Procedure Upon Termination and Consequences. Buyer or Seller may terminate this Agreement when permitted pursuant to Section 9.1 by delivering written notice of such termination, and such termination shall be effective upon delivery of such notice in accordance with Section 11.3. If this Agreement is terminated as provided herein, (a) Buyer (and its agents and representatives) shall return to Seller all documents, work papers and other material relating to the Companies or the transactions contemplated hereby, whether obtained before or after the execution hereof, and (b) absent fraud, such termination shall be the sole remedy of the Parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the Parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to any other Party to this Agreement except with respect to the Confidentiality Agreement, which shall survive the termination of this Agreement, including with respect to information that is subject to the Confidentiality Agreement pursuant to this Agreement. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO LOST BUSINESS, LOST PROFITS, LOSS OF USE, AND LOSS OF DATA, OR FAILURE TO REALIZE SAVINGS OR BENEFITS) ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.
Procedure Upon Termination and Consequences. Buyer or Seller may terminate this Agreement when permitted pursuant to Section 11.1 by delivering written notice of such termination, and such termination shall be effective upon delivery of such notice in accordance with Section 13.3. If this Agreement is terminated as provided herein, (a) Buyer (and its agents and representatives) shall destroy all documents, work papers and other material relating to the Company or the Contemplated Transactions, whether obtained before or after the execution hereof, and (b) except with respect to willful material breaches or fraud, breaches prior to such termination and breaches with respect to the Confidentiality Agreement, in each case for which the rights and remedies of the Parties shall survive such termination, (i) such termination shall be the sole remedy of the Parties with respect to breaches of any agreement, representation or warranty contained in this Agreement and (ii) none of the Parties shall have any Liability or further obligation to any other Party.
Procedure Upon Termination and Consequences. Either the Buyers , the Sellers or the ING Companies may terminate this Agreement when permitted pursuant to Section 9.1 by delivering written notice of such termination to the other parties, and such termination shall be effective upon delivery of such notice in accordance with Section 11.2. If this Agreement is terminated as provided herein, (a) the Buyers (and their respective agents and representatives) shall return to the Sellers all documents, and other material obtained from the Sellers that constitutes confidential information under the Confidentiality Agreement, whether obtained before or after the execution hereof, (b) such termination shall not in any way limit the rights and remedies of any party against any other party which has breached any of the representations, warranties, covenants, agreements or other provisions of this Agreement prior to its termination, and (c) Section 7.14, Section 9.2, Article XI and the Confidentiality Agreement, including with respect to information that is subject to the Confidentiality Agreement pursuant to this Agreement, shall survive the termination of this Agreement.
Procedure Upon Termination and Consequences. INDEMNIFICATION........................................66 ----------------
