Common use of Remedies Upon Termination Clause in Contracts

Remedies Upon Termination. If this Agreement is terminated pursuant to Section 12.2, then each of the Parties will be relieved of their respective duties and obligations under this Agreement to the extent that such duties and obligations would otherwise arise after the date of such termination, except as set forth in Section 12.4, and no Party will have any claim against any other Party, unless the circumstances giving rise to the termination of this Agreement were caused by a Party’s willful breach of a material representation, warranty, covenant or agreement set forth in this Agreement, in which event termination of this Agreement will not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non-breaching Parties. If, following the termination of this Agreement, any litigation or other Proceeding is commenced by any Party to pursue any legal or equitable right or remedy against any other Party whose willful breach of a material representation, warranty, covenant or agreement herein results in the termination of this Agreement, all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the prevailing Party in such litigation or other Proceeding will be reimbursed by the losing Party; provided that, if a Party to such litigation or other Proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation or other Proceeding will award a reimbursement of the fees, costs and expenses incurred by such Party on an equitable basis.

Remedies Upon Termination. If this Agreement is terminated pursuant to Section 12.211.2, then each of the Parties parties will be relieved of their respective duties and obligations under this Agreement to the extent that such duties and obligations would otherwise arise after the date of such termination, except as set forth in Section 12.411.4, and no Party party will have any claim against any other Party, party unless the circumstances giving rise to the termination of this Agreement were caused by a Partyparty’s willful breach of a material representation, warranty, warranty or covenant or agreement set forth in this Agreement, in which event termination of this Agreement will not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non-breaching Partiesparties. If, following the termination of this Agreement, any litigation or other Proceeding is commenced by any Party party to pursue any legal or equitable right or remedy against any other Party party whose willful breach of a material representation, warranty, warranty or covenant or agreement herein results in the termination of this Agreement, then all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the prevailing Party party in such litigation or other Proceeding will be reimbursed by the losing Partyparty; provided that, that if a Party party to such litigation or other Proceeding prevails in part, and loses in part, then the court, arbitrator or other adjudicator presiding over such litigation or other Proceeding will award a reimbursement of the fees, costs and expenses incurred by such Party party on an equitable basis.

Remedies Upon Termination. If this Agreement is validly terminated pursuant to Section 12.29.2, then each of the Parties will be relieved of their respective duties and obligations under this Agreement to the extent that such duties and obligations would otherwise arise after the date of such termination, except as set forth in Section 12.49.4, and no Party will have any claim against any other Party, unless the circumstances giving rise to the termination of this Agreement were caused by a Party’s willful breach of a material representation, warranty, agreement or covenant or agreement set forth in this AgreementAgreement or fraud, in which event termination of this Agreement will not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non-breaching PartiesParty. If, If following the termination of this Agreement, Agreement any litigation or other Proceeding is commenced by any Party to pursue any legal or equitable right or remedy against any other Party whose willful breach of a material representation, warranty, agreement or covenant herein or agreement herein fraud results in the termination of this Agreement, then all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the prevailing Party party in such litigation or other Proceeding will be reimbursed by the losing Partyparty; provided that, if a Party party to such litigation or other Proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation or other Proceeding will award a reimbursement of the fees, costs and expenses incurred by such Party party on an equitable basis.

Remedies Upon Termination. If this Agreement is validly terminated pursuant to Section 12.29.2, then each of the Parties will be relieved of their respective duties and obligations under this Agreement to the extent that such duties and obligations would otherwise arise after the date of such termination, except as set forth in Section 12.49.4, and no Party will have any claim against any other Party, unless the circumstances giving rise to the termination of this Agreement were caused by a Party’s willful breach of a material representation, warranty, agreement or covenant or agreement set forth in this AgreementAgreement or Fraud, in which event termination of this Agreement will not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non-breaching PartiesParty. If, If following the termination of this Agreement, Agreement any litigation or other Proceeding is commenced by any Party to pursue any legal or equitable right or remedy against any other Party whose willful breach of a material representation, warranty, agreement or covenant herein or agreement herein Fraud results in the termination of this Agreement, then all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the prevailing Party in such litigation or other Proceeding will be reimbursed by the losing Party; provided that, if a Party to such litigation or other Proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation or other Proceeding will award a reimbursement of the fees, costs and expenses incurred by such Party on an equitable basis.

Remedies Upon Termination. (a) If this Agreement is terminated pursuant to Section 12.28.2(f), the terminating party shall pay to the non-terminating party (by wire transfer of immediately available funds), within two (2) Business Days after such termination, an amount equal to $50,000 (the “Termination Fee”). (b) Subject to the payment of the Termination Fee required by Section 8.3(a), if this Agreement is terminated pursuant to Section 8.2, then each of the Parties will be relieved of their respective duties and obligations under this Agreement to the extent that such duties and obligations would otherwise arise after the date of such termination, except as set forth in Section 12.48.4, and no Party will have any claim against any other Party, unless the circumstances giving rise to the termination of this Agreement were caused by a Party’s willful breach of a material representation, warranty, agreement or covenant or agreement set forth in this Agreement, in which event termination of this Agreement will not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non-breaching PartiesParty and any Termination Fee paid pursuant to Section 8.3(a) shall in no way restrict or limit the non-breaching Party’s ability to seek or recover any such legal or equitable right or remedy. If, If following the termination of this Agreement, Agreement any litigation or other Proceeding is commenced by any Party to pursue any legal or equitable right or remedy against any other Party whose willful breach of a material representation, warranty, agreement or covenant or agreement herein results in the termination of this Agreement, then all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the prevailing Party party in such litigation or other Proceeding will be reimbursed by the losing Partyparty; provided that, if a Party party to such litigation or other Proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation or other Proceeding will award a reimbursement of the fees, costs and expenses incurred by such Party party on an equitable basis.

Remedies Upon Termination. If this Agreement is terminated pursuant to Section 12.2‎Section 11.2, then each of the Parties will parties to this Agreement shall be relieved of their respective duties and obligations under this Agreement to the extent that such duties and obligations would otherwise arise after the date of such termination, except as set forth in ‎Section 11.4, Section 12.411.5, ‎Section 14.1, ‎Section 14.2 or ‎Section 14.3, and no Party will party to this Agreement shall have any claim against any other Partyparty to this Agreement, unless the circumstances giving rise to the termination of this Agreement were caused by a Partyparty’s willful misconduct or fraud or willful and intentional breach of a material representation, warranty, warranty or covenant or agreement set forth in this Agreement (which, for the avoidance of doubt, will be deemed to include any failure by Purchaser to consummate the transactions contemplated hereby if obligated to do so under this Agreement), in which event termination of this Agreement will shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non-breaching Partiesparties. If, If following the termination of this Agreement, Agreement any litigation or other Proceeding is commenced by any Party party to pursue any legal or equitable right or remedy against any other Party party whose willful misconduct or fraud or willful and intentional breach of a material representation, warranty, warranty or covenant or agreement herein results in the termination of this Agreement, all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the prevailing Party party in such litigation or other Proceeding will shall be reimbursed by the losing Partyparty; provided that, if a Party party to such litigation or other Proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation or other Proceeding will shall award a reimbursement of the fees, costs and expenses incurred by such Party party on an equitable basis.

Remedies Upon Termination. If this Agreement is terminated pursuant to Section 12.210.2, then each of the Parties will parties to this Agreement shall be relieved of their respective duties and obligations under this Agreement to the extent that such duties and obligations would otherwise arise after the date of such termination, except as set forth in this Section 12.410.3 and Section 10.4, and no Party will party to this Agreement shall have any claim against any other Partyparty to this Agreement, unless the circumstances giving rise to the termination of this Agreement were caused by a Partyparty’s willful breach of a material representation, warranty, warranty or covenant or agreement set forth in this Agreement, in which event termination of this Agreement will shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of the non-breaching Partiesparties to this Agreement. If, If following the termination of this Agreement, Agreement any litigation or other Proceeding is commenced by any Party party to pursue any legal or equitable right or remedy against any other Party party whose willful breach of a material representation, warranty, warranty or covenant or agreement herein results in the termination of this Agreement, all out-of-pocket fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the prevailing Party party in such litigation or other Proceeding will shall be reimbursed by the losing Partyparty; provided that, that if a Party party to such litigation or other Proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation or other Proceeding will shall award a reimbursement of the fees, costs and expenses incurred by such Party party on an equitable basis.