Procedures and Effect of Termination. In order to effect the ------------------------------------ termination of this Agreement pursuant to, and in accordance with, the terms and conditions of any provision of Section 6.2 hereof, written notice of such ----------- termination shall be given by a party to the other party to this Agreement and this Agreement, assuming the relevant provision of Section 6.2 has been ----------- satisfied, shall terminate and the transactions contemplated hereby shall be abandoned, without further action by either of the parties hereto. If this Agreement is terminated as provided herein:
(a) upon request therefor, each party shall redeliver all documents, work papers and other materials of the other party hereto, and all copies of any such materials, relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same; and
(b) force and effect and the parties shall have the obligations stated therein, and (ii) no party waives any claim or right for damages against a breaching party to the extent that such termination results from the breach by a party hereto of any of its representations, warranties, covenants or agreements set forth herein.
Procedures and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Unwind and Share Exchange shall be abandoned without any further action by the parties hereto: provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by any party hereto of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(b) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Unwind and Share Exchange, whether obtained before or after the date hereof; and
(c) each party agrees that all Confidential Information received by Guppy on the one hand or the IP Owners/Shareholders, on the other hand, with respect to the other party, this Agreement or the Unwind and Share Exchange shall be kept confidential notwithstanding the termination of this Agreement except as required by law.
Procedures and Effect of Termination. If this Agreement is terminated as provided herein, subject to Section 8.2 hereof, neither party shall have any liability or further obligation to any other party under the terms of this Agreement; provided that if such termination shall result from the breach by the non-terminating party of any representation or warranty, or the failure of the non-terminating party to perform a covenant of this Agreement, such party shall be fully liable for any and all damages incurred or suffered by the other parties as a result of such failure.
Procedures and Effect of Termination. In the event of termination of this Agreement pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Sale shall be abandoned without any further action by the Parties hereto. If this Agreement is terminated as provided herein:
10.2.1. each Party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Sale, whether obtained before or after the date hereof; and
10.2.2. each Party agrees that all Confidential Information received by either Party, including the terms of this Agreement or the Sale, shall be kept confidential notwithstanding the termination of this Agreement except as required by law.
Procedures and Effect of Termination. (a) Subject to Section 9.2(b) hereof, if this Agreement shall be terminated and the transactions contemplated hereby are not consummated as described above, this Agreement shall become void and be of no further force and effect and there shall be no obligation on the part of the Company or the Purchasers, except for the provisions of this Agreement relating to the obligations of the parties under this Article IX and Article X (including, without limitation, Section 10.2 [Payment of Expenses] and Section 10.18 [Confidentiality]). None of the parties hereto shall have any liability in respect of a termination of this Agreement prior to Closing except as provided for in Section 9.2 and provided that nothing in this Article IX shall relieve any party from liability for any breaches of this Agreement.
(b) In the event that this Agreement is terminated pursuant to Section 9.1(d) (but solely for a breach of Section 5.1 or 5.2) or pursuant to Section 9.1(f) and provided that the Company is not entitled to terminate this Agreement pursuant to Section 9.1(e) hereof, then the Company shall, promptly, but in no event later than three Business Days after the date of such termination, pay to the Purchasers an aggregate termination fee of $7,000,000 (exclusive of any amounts paid by the Company pursuant to the Fee Letter, the Expense Letter or Section 10.2 hereof), to be divided pro rata among the Purchasers and payable by wire transfer of same day funds. Notwithstanding the foregoing, any amounts that would otherwise be payable to Capital Z Financial Services Fund II, L.P. or Capital Z Financial Services Private Fund II, L.P. pursuant to this paragraph shall in lieu thereof be payable directly to Capital Z Management, LLC.
Procedures and Effect of Termination. In order to effect the ------------------------------------ termination of this Agreement pursuant to, and in accordance with, the terms and conditions of any provision of Section 6.2 hereof, written notice of such ----------- termination shall be given by a party to the other party
Procedures and Effect of Termination. In the event of termination of this Agreement by Purchaser or Seller pursuant to Section 7.1, all obligations of the parties hereunder shall terminate without any liability of any party to the other party, except for any liability of a party for breaches of this Agreement prior to such termination. This Section 7.2, Section 4.5 (Confidentiality), Section 7.3 and Article IX shall survive any termination of this Agreement.
Procedures and Effect of Termination. Any Party desiring to terminate this Agreement pursuant to Section 9.1 shall give written notice of such termination to the other Party or Parties, as the case may be, specifying the subsection of Section 9.1 pursuant to which the termination is being made and the facts constituting the basis for such termination. If the transactions contemplated by this Agreement are terminated as provided herein, (a) the Purchaser and Merger Sub shall return all documents and other material received from the Company or its Subsidiaries or any of their respective Representatives relating to the transactions contemplated hereby, whether obtained before or after the execution hereof and (b) all Confidential Information received by the Purchaser and Merger Sub with respect to the business of the Company and its Subsidiaries shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement. In the event of termination of this Agreement pursuant to this Article IX, this Agreement shall forthwith become void and there shall be no obligation or liability on the part of any Party or its partners, officers, directors or stockholders, except for (i) obligations under Article I (Definitions; Construction), Section 6.2(b)) (Confidentiality), Section 6.4 (Public Announcements), Article X (Miscellaneous Provisions) and this Section 9.2, all of which shall survive the termination of this Agreement and (ii) liability of the Company, the Purchaser or Merger Sub, as the case may be, for any intentional and willful breach of this Agreement occurring prior to such termination. For avoidance of doubt, the Parties agree that if the Purchaser does not close the transactions contemplated hereby in circumstances in which the closing conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived, such election shall be deemed to be a willful breach of this Agreement and that the Company shall retain all other rights and remedies against the Purchaser relating to a willful breach by the Purchaser, including specific performance of this Agreement pursuant to Section 10.17 and recovery of monetary damages. In determining losses or damages recoverable upon termination by a Party for another Party’s breach, the Parties acknowledge and agree that such losses and damages shall not be limited to reimbursement of expenses or out-of-pocket costs and shall include the benefit of the bargain lost ...
Procedures and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by any or both of the parties pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given to the other party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by either of the parties hereto. If this Agreement is terminated as provided herein: 18
(a) Upon the request therefor, each party will return all documents, work papers and other material of the other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same. Each party will destroy all work product containing information of the other party and provide certification of destruction from attorneys, consultants and corporate officers having access to this information; and
(b) Any termination pursuant to Section 9.1 hereof shall not be deemed to be a waiver or termination of any rights or remedies otherwise available under this Agreement to any party, including any rights and remedies for breach of any provisions of this Agreement occurring prior to such termination.
Procedures and Effect of Termination. If this Agreement is terminated as provided herein, there shall be no liability or obligation on the part of Holdings, Merger Sub, the Parent, the Company, any Subsidiary or any of their respective officers, directors, stockholders or affiliates (except for the obligations of the parties contained in Section 7.2 and Article X); provided, however, that if such termination results from the willful breach by the non-terminating party of any material representation, warranty, covenant or agreement in this Agreement the foregoing limitations and the limitations set forth in Section 7.2(a) shall not apply. ARTICLE VIII
