Common use of Rights and Obligations on Termination Clause in Contracts

Rights and Obligations on Termination. (a) Except as otherwise provided in Section 8.2(b) below, if this Agreement is terminated as provided in Section 8.1, this Agreement shall forthwith become void, the Escrow Agent shall return the Deposit to Purchaser, and there shall be no liability or obligation on the part of any Party or their respective officers, directors, partners, members, shareholders, principals, agents or representatives. (b) Notwithstanding the provisions of Section 8.2(a) above: (i) if this Agreement is terminated and abandoned pursuant to Section 8.1(c), due to a material breach or material default by the Purchaser under any of its express or implied covenants and obligations hereunder, then the Seller shall be entitled to the Deposit, which will constitute payment in full payment of liquidated damages of the Seller, and which shall be the Seller’s sole and exclusive remedy. (ii) if this Agreement is terminated and abandoned pursuant to Section 8.1(b) due to a material breach or material default by the Seller under any of its express covenants and obligations hereunder, then the Purchaser, at its sole discretion, may seek specific performance or reimbursement by the Seller of its reasonable out of pocket costs not to exceed $250,000.00. The Seller agrees that it is estopped from subsequently asserting in any action to enforce the provisions of the covenants contained herein that the Purchaser has an adequate remedy at law and therefore is not entitled to specific performance or injunctive relief. (c) The Parties acknowledge and agree that the rights and obligations set forth in this Section 8.2 shall not in any way affect or limit the respective rights and obligations of the Parties that arise out of, and survive, the Closing of the Transaction, including the provisions of Section 6 above.

Rights and Obligations on Termination. (a) Except as otherwise provided in Section 8.2(b) below, if If this Agreement is terminated as provided in Section 8.19.1, this Agreement shall forthwith become void, the Escrow Agent shall return the Deposit to Purchaser, and there shall be no liability Liability or obligation on the part of any Party or their respective officersRepresentatives, directors, partners, members, shareholders, principals, agents or representativesexcept as otherwise provided in Section 9.2(b) below. (b) Notwithstanding the provisions of Section 8.2(a9.2(a) above: (i) if this Agreement is terminated and abandoned pursuant to Section 8.1(c), 9.1(b) due to a material breach or material default by the Purchaser LMP under any of its express or implied covenants and obligations hereunder, then LMP shall pay to Xxxxxxxx a $250,000 (or an aggregate of $1.0 million together with other agreements executed by the Seller shall be entitled to Parties on or about the Depositdate hereof) breakup fee, which will constitute payment in full payment of liquidated damages of the Selleras and for liquidation damages, and which shall be the SellerStaluppi’s sole and exclusive remedy.; and (ii) if this Agreement is terminated and abandoned pursuant to Section 8.1(b9.1(a) due to a material breach or material default by the Seller Xxxxxxxx under any of its express or implied covenants and obligations hereunder, then the Purchaser, at its sole discretion, may seek specific performance Xxxxxxxx shall pay to LMP a $250,000 (or reimbursement an aggregate of $1.0 million together with other agreements executed by the Seller of its reasonable out of pocket costs not to exceed $250,000.00. The Seller agrees that it is estopped from subsequently asserting in any action to enforce Parties on or about the provisions of the covenants contained herein that the Purchaser has an adequate remedy at law date hereof) breakup fee, as and therefore is not entitled to specific performance or injunctive relieffor liquidation damages, which shall be LMP’s sole and exclusive remedy. (c) The Parties acknowledge and agree that the rights and obligations set forth in this Section 8.2 9.2 shall not in any way affect or limit the respective rights and obligations of the Parties that arise out of, and survive, the Closing of the Transaction, including including, without limitation, the provisions of Section 6 Article 8 above. (d) In the event of a termination and abandonment of this Agreement, the LMP shall promptly redeliver to the Xxxxxxxx all documents, work papers and other material of the Xxxxxxxx relating to the Transaction, whether so obtained before or after the execution of this Agreement. In such event, the LMP agrees not to use to the detriment of the Xxxxxxxx, nor to disclose to third parties, any of such information with respect to the Business; provided, however, that the foregoing restriction shall not apply to any document, work paper, material, or information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any Governmental Authority or is otherwise in the public domain. MIPA – AAG Hyundai 43

Rights and Obligations on Termination. (a) Except as otherwise provided in Section 8.2(b) below, if this Agreement is terminated as provided in Section 8.1, this Agreement shall forthwith become void, the Escrow Agent shall return the Deposit to the Purchaser, and there shall be no liability or obligation on the part of any Party or their respective officers, directors, partners, members, shareholders, principals, agents or representatives. (b) Notwithstanding the provisions of Section 8.2(a) above: (i) if this Agreement is terminated and abandoned pursuant to Section 8.1(c), due to a material breach or material default by the Purchaser under any of its express or implied covenants and obligations hereunder, then the Seller shall be entitled to: (A) the Deposit from the Escrow Agent and (B) reimbursement from the Purchaser of the Accountants Fees, not to the Deposit, which will constitute payment in exceed $150,000.00 as full payment of and liquidated damages of the Sellerdamages, and which shall be the Seller’s sole and exclusive remedy. (ii) if this Agreement is terminated and abandoned pursuant to Section 8.1(b) due to a material breach or material default by the Seller under any of its express covenants and obligations hereunder, then the Purchaser, at its sole discretion, may seek specific performance or reimbursement by the Seller and the Shareholder of its reasonable out of out-of-pocket costs not to exceed $250,000.00100,000.00. The Seller agrees that it is estopped from subsequently asserting in any action to enforce the provisions of the covenants contained herein that the Purchaser has an adequate remedy at law and therefore is not entitled to specific performance or injunctive relief. (c) Notwithstanding the provisions of Section 8.2(a) above, if the Transaction is terminated under Section 8.1(b) and the Seller is not in breach of this Agreement, Section 8.1(d), Section 8.1(f), Section 8.1(g), or Section 8.1(h), then the Seller shall be entitled to reimbursement of the Accountants Fees, not to exceed $150,000.00 (whether from the Escrow Fund via the Escrow Agent or separate reimbursement form Purchaser). (d) The Parties acknowledge and agree that the rights and obligations set forth in this Section 8.2 shall not in any way affect or limit the respective rights and obligations of the Parties that arise out of, and survive, the Closing of the Transaction, including the provisions of Section 6 above.

Rights and Obligations on Termination. (a) Except as otherwise provided in Section 8.2(b) below, if this Agreement is terminated as provided in Section 8.1, this Agreement shall forthwith become void, the Escrow Agent shall return the Deposit to Purchaser, and there shall be no liability or obligation on the part of any Party or their respective officers, directors, partners, members, shareholders, principals, agents or representatives. (b) Notwithstanding the provisions of Section 8.2(a) above: (i) if this Agreement is terminated and abandoned pursuant to Section 8.1(c), due to a material breach or material default by the Purchaser under any of its express or implied covenants and obligations hereunder, then the Seller shall be entitled to the Deposit, which will constitute payment in full payment of liquidated damages of the Seller, and which shall be the Seller’s sole and exclusive remedy. (ii) if this Agreement is terminated and abandoned pursuant to Section 8.1(b) due to a material breach or material default by the Seller under any of its express covenants and obligations hereunder, then the Purchaser, at its sole discretion, may seek specific performance or reimbursement by the Seller and the Shareholder of its reasonable out of out-of-pocket costs not to exceed $250,000.00100,000. The Seller agrees that it is estopped from subsequently asserting in any action to enforce the provisions of the covenants contained herein that the Purchaser has an adequate remedy at law and therefore is not entitled to specific performance or injunctive relief. (c) The Parties acknowledge and agree that the rights and obligations set forth in this Section 8.2 shall not in any way affect or limit the respective rights and obligations of the Parties that arise out of, and survive, the Closing of the Transaction, including the provisions of Section 6 above.

Rights and Obligations on Termination. (a) Except as otherwise provided in Section 8.2(b) below, if If this Agreement is terminated as provided in Section 8.19.1, this Agreement shall forthwith become void, the Escrow Agent shall return the Deposit to Purchaser, and there shall be no liability Liability or obligation on the part of any Party or their respective officersRepresentatives, directors, partners, members, shareholders, principals, agents or representativesexcept as otherwise provided in Section 9.2(b) below. (b) Notwithstanding the provisions of Section 8.2(a9.2(a) above: (i) if this Agreement is terminated and abandoned pursuant to Section 8.1(c), 9.1(b) due to a material breach or material default by the Purchaser LMP under any of its express or implied covenants and obligations hereunder, then LMP shall pay to Xxxxxxxx a $250,000 (or an aggregate of $1.0 million together with other agreements executed by the Seller shall be entitled to Parties on or about the Depositdate hereof) breakup fee, which will constitute payment in full payment of liquidated damages of the Selleras and for liquidation damages, and which shall be the SellerStaluppi’s sole and exclusive remedy.; and (ii) if this Agreement is terminated and abandoned pursuant to Section 8.1(b9.1(a) due to a material breach or material default by the Seller Xxxxxxxx under any of its express or implied covenants and obligations hereunder, then the Purchaser, at its sole discretion, may seek specific performance Xxxxxxxx shall pay to LMP a $250,000 (or reimbursement an aggregate of $1.0 million together with other agreements executed by the Seller of its reasonable out of pocket costs not to exceed $250,000.00. The Seller agrees that it is estopped from subsequently asserting in any action to enforce Parties on or about the provisions of the covenants contained herein that the Purchaser has an adequate remedy at law date hereof) breakup fee, as and therefore is not entitled to specific performance or injunctive relieffor liquidation damages, which shall be LMP’s sole and exclusive remedy. (c) The Parties acknowledge and agree that the rights and obligations set forth in this Section 8.2 9.2 shall not in any way affect or limit the respective rights and obligations of the Parties that arise out of, and survive, the Closing of the Transaction, including including, without limitation, the provisions of Section 6 Article 8 above. (d) In the event of a termination and abandonment of this Agreement, the LMP shall promptly redeliver to the Xxxxxxxx all documents, work papers and other material of the Xxxxxxxx relating to the Transaction, whether so obtained before or after the execution of this Agreement. In such event, the LMP agrees not to use to the detriment of the Xxxxxxxx, nor to disclose to third parties, any of such information with respect to the Business; provided, however, that the foregoing restriction shall not apply to any document, work paper, material, or information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any Governmental Authority or is otherwise in the public domain. MIPA – AAG Chevrolet 43

Rights and Obligations on Termination. (a) Except as otherwise provided in Section 8.2(b) below, if If this Agreement is terminated as provided in Section 8.19.1, this Agreement shall forthwith become void, the Escrow Agent shall return the Deposit to Purchaser, and there shall be no liability Liability or obligation on the part of any Party or their respective officersRepresentatives, directors, partners, members, shareholders, principals, agents or representativesexcept as otherwise provided in Section 9.2(b) below. (b) Notwithstanding the provisions of Section 8.2(a9.2(a) above: (i) if this Agreement is terminated and abandoned pursuant to Section 8.1(c), 9.1(b) due to a material breach or material default by the Purchaser LMP under any of its express or implied covenants and obligations hereunder, then LMP shall pay to Xxxxxxxx a $250,000 (or an aggregate of $1.0 million together with other agreements executed by the Seller shall be entitled to Parties on or about the Depositdate hereof) breakup fee, which will constitute payment in full payment of liquidated damages of the Selleras and for liquidation damages, and which shall be the SellerStaluppi’s sole and exclusive remedy.; and (ii) if this Agreement is terminated and abandoned pursuant to Section 8.1(b9.1(a) due to a material breach or material default by the Seller Xxxxxxxx under any of its express or implied covenants and obligations hereunder, then the Purchaser, at its sole discretion, may seek specific performance Xxxxxxxx shall pay to LMP a $250,000 (or reimbursement an aggregate of $1.0 million together with other agreements executed by the Seller of its reasonable out of pocket costs not to exceed $250,000.00. The Seller agrees that it is estopped from subsequently asserting in any action to enforce Parties on or about the provisions of the covenants contained herein that the Purchaser has an adequate remedy at law date hereof) breakup fee, as and therefore is not entitled to specific performance or injunctive relieffor liquidation damages, which shall be LMP’s sole and exclusive remedy. (c) The Parties acknowledge and agree that the rights and obligations set forth in this Section 8.2 9.2 shall not in any way affect or limit the respective rights and obligations of the Parties that arise out of, and survive, the Closing of the Transaction, including including, without limitation, the provisions of Section 6 Article 8 above. (d) In the event of a termination and abandonment of this Agreement, the LMP shall promptly redeliver to the Xxxxxxxx all documents, work papers and other material of the Xxxxxxxx relating to the Transaction, whether so obtained before or after the execution of this Agreement. In such event, the LMP agrees not to use to the detriment of the Xxxxxxxx, nor to disclose to third parties, any of such information with respect to the Business; provided, however, that the foregoing restriction shall not apply to any document, work paper, material, or information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any Governmental Authority or is otherwise in the public domain. MIPA – AAG Toyota 43

Rights and Obligations on Termination. (a) Except as otherwise provided in Section 8.2(b) below, if If this Agreement is terminated as provided in Section 8.19.1, this Agreement shall forthwith become void, the Escrow Agent shall return the Deposit to Purchaser, and there shall be no liability Liability or obligation on the part of any Party or their respective officersRepresentatives, directors, partners, members, shareholders, principals, agents or representativesexcept as otherwise provided in Section 9.2(b) below. (b) Notwithstanding the provisions of Section 8.2(a9.2(a) above: (i) if this Agreement is terminated and abandoned pursuant to Section 8.1(c), 9.1(b) due to a material breach or material default by the Purchaser LMP under any of its express or implied covenants and obligations hereunder, then LMP shall pay to Xxxxxxxx a $250,000 (or an aggregate of $1.0 million together with other agreements executed by the Seller shall be entitled to Parties on or about the Depositdate hereof) breakup fee, which will constitute payment in full payment of liquidated damages of the Selleras and for liquidation damages, and which shall be the SellerStaluppi’s sole and exclusive remedy.; and (ii) if this Agreement is terminated and abandoned pursuant to Section 8.1(b9.1(a) due to a material breach or material default by the Seller Xxxxxxxx under any of its express or implied covenants and obligations hereunder, then the Purchaser, at its sole discretion, may seek specific performance Xxxxxxxx shall pay to LMP a $250,000 (or reimbursement an aggregate of $1.0 million together with other agreements executed by the Seller of its reasonable out of pocket costs not to exceed $250,000.00. The Seller agrees that it is estopped from subsequently asserting in any action to enforce Parties on or about the provisions of the covenants contained herein that the Purchaser has an adequate remedy at law date hereof) breakup fee, as and therefore is not entitled to specific performance or injunctive relieffor liquidation damages, which shall be LMP’s sole and exclusive remedy. (c) The Parties acknowledge and agree that the rights and obligations set forth in this Section 8.2 9.2 shall not in any way affect or limit the respective rights and obligations of the Parties that arise out of, and survive, the Closing of the Transaction, including including, without limitation, the provisions of Section 6 Article 8 above. (d) In the event of a termination and abandonment of this Agreement, the LMP shall promptly redeliver to the Xxxxxxxx all documents, work papers and other material of the Xxxxxxxx relating to the Transaction, whether so obtained before or after the execution of this Agreement. In such event, the LMP agrees not to use to the detriment of the Xxxxxxxx, nor to disclose to third parties, any of such information with respect to the Business; provided, however, that the foregoing restriction shall not apply to any document, work paper, material, or information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any Governmental Authority or is otherwise in the public domain. MIPA – AAG Honda 43