Common use of Procedure Upon Termination and Consequences Clause in Contracts

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. The Acquirer Parties (a) Buyer and BHE, on the one hand, or Contributor Seller and DEI, on the other hand, may terminate this Agreement when permitted pursuant to Section 7.1 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 9.311.3. If this Agreement is terminated as provided herein, (i) this Agreement shall forthwith become void, except that Section 1.1 (Definitions), Section 5.7 1.2 (Terms Generally), Section 5.1 (Confidentiality), this Section 7.2 9.2 (Procedure Upon Termination and Consequences), Section 8.5(f) and Article IX XI (Miscellaneous) shall survive such termination. Except as set forth in the following sentencesentence and in Section 9.2(b), 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 respective Affiliates or any of their respective Representativesstockholders, members, partners, managers, officers, directors, employees, consultants, agents or representatives, as the case may be, shall have any liability or further obligation to any other Party except with respect to the confidentiality obligations Existing Partnership Agreement, in accordance with their terms. Notwithstanding the foregoing, subject to Section 9.2(b), (1) in the event of a termination, such termination shall not relieve the Parties from liability for any material breach of this Agreement prior to such termination that gave rise to the failure of a condition set forth in Article VI or Article VII, as applicable, or Fraud, and (2) any Party shall have the right to bring an Action for specific performance in addition to any other rights and remedies available at law or in equity. (b) In the event Seller or DEI terminate this Agreement under Section 5.79.1(d) or Section 9.1(f), which BHE shall survive pay to Seller in immediately available funds by wire transfer no later than two (2) Business Days after demand by Seller a fee of $150,000,000 (the “Buyer Termination Fee”). In the event of a termination of this Agreement in accordance with this Section 9.2(b), each of the terms thereofParties, including with on behalf of themselves and their respective Affiliates, acknowledges and agrees that Seller’s right to receive the Buyer Termination Fee from BHE shall be the sole remedy of Seller and DEI and their respective Affiliates, on the one hand, against Buyer or BHE (absent Fraud) for the Contemplated Transactions, in respect to Confidential Information that is subject thereto. Notwithstanding of, or by reason of any of the foregoing. The Parties acknowledge that the agreements contained in this Section 9.2(b) are an integral part of the Contemplated Transactions and constitute liquidated damages and not a penalty, (x) in the event of a termination by the Acquirer Parties pursuant to Section 7.1(b) (under circumstances where Contributor and that no Party would have been unable to terminate entered into this Agreement pursuant to without the agreements in this Section 7.1(b9.2(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. The Acquirer Parties (a) EQT or Contributor PNG may terminate this Agreement when permitted pursuant to Section 7.1 Sections 9.1(a) and 9.1(b) by delivering written notice of such termination to the other Partytermination, and such termination shall be effective upon delivery of such notice in accordance with the notice provisions of Section 9.3. 11.3. (b) 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 sentenceabsent fraud, 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 Agreement, and (i) none of the Parties, their Affiliates or Parties hereto nor any of their respective Representativestrustees, directors, officers or Affiliates, 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 except nothing herein shall not relieve Contributor any party from liability for any breach of this Agreement occurring prior to termination; (ii) each Party is released from its obligations to further perform its obligations hereunder, except those expressed to survive termination; (iii) the rights and obligations of each Party under the following sections shall survive termination of this Agreement: Article IX, Article XI and the Confidentiality Agreement; (iv) EQT (and its agents and representatives) shall return to PNG all documents, work papers and other material relating to the Business or the transactions contemplated hereby, whether obtained before or after the execution hereof; and (yv) if the Agreement is terminated by Contributor a Party 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(d9.1(b), such termination and a final judicial determination of breach has been made by a court of competent jurisdiction, then the breaching Party shall not relieve reimburse all of the Acquirer Parties from liability for any breach non-breaching Party’s reasonably documented expenses in accordance with Section 9.2(b)(v) of this the Master Purchase 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. The Acquirer Parties (a) Buyer or Contributor Sellers may terminate this Agreement when permitted pursuant to Section 7.1 9.1 by delivering written notice of such termination to the other Partytermination, and such termination shall be effective upon delivery of such notice in accordance with Section 9.3. 11.3. (b) 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 sentenceabsent fraud, 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 Agreement, and (i) none of the Parties, their Affiliates or Parties hereto nor any of their respective Representativestrustees, directors, officers or Affiliates, 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 except nothing herein shall not relieve Contributor any party from liability for any breach of this Agreement occurring prior to termination; (ii) each Party is released from its obligations to further perform its obligations hereunder, except those expressed to survive termination; (iii) the rights and obligations of each Party under the following sections shall survive termination of this Agreement: Article IX, Article XI and the Confidentiality Agreement. (iv) Buyer (and its agents and representatives) shall return to Parent 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 (yv) if the Agreement is terminated by Contributor a Party 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(d9.1(c), such termination and a final judicial determination of breach has been made by a court of competent jurisdiction, then the breaching Party shall not relieve reimburse the Acquirer Parties from liability for any breach non-breaching Party all of the non-breaching Party’s reasonably documented expenses incurred in connection with this Agreement, the Transfer Agreements (in the case of Sellers), the Ancillary Agreements 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 equityTransactions.

Procedure Upon Termination and Consequences. The Acquirer Parties or the Contributor Parties may terminate this Agreement when permitted pursuant to Section 7.1 by delivering written notice of such termination to the other PartyParties, 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 (ConfidentialityConfidentiality Agreement), 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 5.7Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with the terms thereofits terms, including with respect to Confidential Information information that is subject theretoto the Confidentiality Agreement pursuant to this Agreement. Notwithstanding the foregoing, (x) in the event of a termination by the Acquirer Parties pursuant to Section 7.1(b) (under circumstances where the Contributor Parties would have been unable to terminate this Agreement pursuant to Section 7.1(b)) or Section 7.1(c), such termination shall not relieve any Contributor Party from liability for any breach of this Agreement or (y) by the Contributor Parties 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 . Nothing in this Section 7.2 shall be deemed to impair the right of 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.