Rights on Termination; Waiver. The representations, warranties, covenants, agreements and other obligations of the parties set forth in this Agreement shall terminate upon the termination of this Agreement pursuant to Section 8.1 hereof, except that the agreements set forth in Section 3.1, and Article VIII of this Agreement shall survive any such termination indefinitely, and each party to this Agreement shall retain any and all remedies which it may have for breach of contract provided by Law based on another party’s willful failure to comply with the terms of this Agreement. If any of the conditions set forth in Sections 7.1 and 7.2 of this Agreement have not been satisfied, First Federal may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement and if any of the conditions set forth in Sections 7.1 and 7.3 of this Agreement have not been satisfied, Frankfort First may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement. Any such election to proceed shall be evidenced by a certificate signed on behalf of the waiving party by an officer of that party.
Rights on Termination; Waiver. (a) If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under or pursuant to this Agreement shall terminated.
(b) If any of the conditions set forth in Article VI of this Agreement have not been satisfied, Buyer may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. If any of the conditions set forth in Article VII of this Agreement have not been satisfied, Sellers may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. The election by Buyer or Sellers to terminate this Agreement pursuant to Section 9.1 (b) shall not in any way affect the rights of such party against the other party for any breach or default under this Agreement.
Rights on Termination; Waiver. (a) If this Agreement is terminated pursuant to Section 11.2(a), all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other, except as otherwise provided in this Section 11.3, and except that the obligations contained in Sections 11.3(e), 12.9 and 12.14 shall survive any such termination.
(b) In the event this Agreement is terminated by Uniroyal-CA pursuant to Section 11.2(c), as a result of Bayer-CA's failure to satisfy the conditions precedent to Closing set forth in Sections 7.2 and 7.3, then Uniroyal-CA may pursue any and all legal and equitable remedies available to it pursuant to this Agreement as a result of such breach of this Agreement.
(c) In the event that this Agreement is terminated by Bayer-CA pursuant to Section 11.2(b) as a result of Uniroyal-CA's failure to satisfy the conditions precedent to Closing set forth in Sections 7.1 and 7.3, then Bayer-CA may pursue any and all legal and equitable remedies available to it pursuant to this Agreement as a result of such breach of this Agreement.
(d) If any of the conditions set forth in Section 7.1 and 7.3 have not been satisfied, Bayer-CA may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. If any of the conditions set forth in Section 7.2 and 7.3 have not been satisfied, Uniroyal-CA may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. Any condition set forth in Sections 7.1, 7.2 and 7.3 which has not been fulfilled, complied with, satisfied or performed at or prior to the Closing Date shall be conclusively deemed waived if Uniroyal-CA and Bayer-CA consummate the Closing despite the lack of fulfillment, compliance with, satisfaction or performance of such condition, except that any such consummation of the Closing without the fulfillment, compliance, satisfaction or performance of any condition set forth in Sections 7.1 or 7.2 shall not relieve Bayer-CA or Uniroyal-CA from their respective indemnification obligations under Sections 9.2 and 9.3.
(e) If this Agreement and the transactions provided for herein shall be terminated or abandoned for any reason whatsoever prior to or at the Closing, each party shall return to the other parties any and all Confidential Information furnished to such party in connection herewith and hold in confidence its knowledge of any and all such ...
Rights on Termination; Waiver. If this Agreement is terminated pursuant to Section 12.1, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other, except for the obligations under Section 13.2; provided, however, that termination pursuant to clauses (b) or (c) of Section 12.1 shall not relieve any defaulting or breaching party from liability to the other party. Upon any termination of this Agreement, each party will return all documents, work papers and other material (including all copies) of the other party relating to the transactions contemplated by this Agreement.
Rights on Termination; Waiver. If this Agreement is terminated ----------------------------- pursuant to Section 9.1 of this Agreement, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of any party (including its directors, officers, employees, agents, legal, accounting or financial advisors or other representatives) to the others, provided that: (a) the obligations of Wisconsin Energy and Acquisition contained in Sections 3.4(b), 3.9(f), 9.2 and 9.5 of this Agreement shall survive any such termination; (b) the obligations of WICOR contained in Sections 3.4(b), 3.9(e), 3.9(g), 9.2 and 9.5 of this Agreement shall survive any such termination; and (c) each party to this Agreement shall retain any and all remedies which it may have for breach of contract provided by Law based on another party's willful failure to comply with the terms of this Agreement. If any of the conditions set forth in Article VII of this Agreement have not been satisfied, Wisconsin Energy may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement and if any of the conditions set forth in Article VIII of this Agreement have not been satisfied, WICOR may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement. Any such election to proceed shall be evidenced by a certificate signed on behalf of the waiving party by an officer of that party.
Rights on Termination; Waiver. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other (except any liability of any party then in violation or breach of its obligations hereunder, as to which the party not in breach shall retain all of its rights and remedies under applicable Law); provided, that the parties’ obligations contained in Section 5.8 of this Agreement shall survive any such termination. If any of the conditions set forth in Article VI of this Agreement have not been satisfied, Buyer may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. If any of the conditions set forth in Article VII of this Agreement have not been satisfied, Seller may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby.
Rights on Termination; Waiver. If this Agreement is terminated pursuant to Section 8.3 hereof, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other, except for violation of Section 5.9 (cooperation), and except that Buyer's obligations contained in Section 5.1(b) (confidentiality) of this Agreement shall survive any such termination. If any of the conditions set forth in Article VI of this Agreement have not been satisfied, Buyer may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement and, if any of the conditions set forth in Article VII of this Agreement have not been satisfied, Seller may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement.
Rights on Termination; Waiver. If this Agreement is terminated pursuant to Section 13.1 of this Agreement, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of any party to the others, provided that: (a) the obligations of the parties under the Confidentiality Agreement, the Temporary Access Agreement and Section 13.4 of this Agreement shall survive any such termination; and (b) notwithstanding any other provision in this Agreement to the contrary, each party to this Agreement shall retain any and all remedies which it may have for breach of contract provided by Law based on another party's failure to comply with the terms of this Agreement. If any of the conditions set forth in Article 7 of this Agreement have not been satisfied, Xxxxxxxx may nevertheless elect to proceed with the consumma- tion of the transactions contemplated by this Agreement and if any of the conditions set forth in Article 8 of this Agreement have not been satisfied, the Companies may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement. Any such election to proceed shall be evidenced by a certificate signed by the waiving party which shall include an express waiver of such condition.
Rights on Termination; Waiver. (a) Any termination of this Agreement pursuant to Section 4.1 shall be without prejudice to the terminating party's rights and remedies under this Agreement by reason of any violation of this Agreement occurring prior to such termination. In the event of a termination pursuant to Section 4.1, except as provided in Section 8.2(b) or Section 8.2(c) of the Merger Agreement, each party shall bear its own costs and expenses incurred with respect to the transactions contemplated hereby.
(b) If any of the conditions set forth in Section 3.1 of this Agreement have not been satisfied, New Purchaser may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. If any of the conditions set forth in Section 3.2 of this Agreement have not been satisfied, the Target Company may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. Any waiver contemplated by this Section 4.2(b) shall be without prejudice
Rights on Termination; Waiver. (a) If this Agreement is terminated pursuant to Sections 11.1(a), 11.1(f) (and neither party is in material default under the TBA), or 11.1(g), all further obligations of the parties under or pursuant to this Agreement shall immediately terminate without further liability of any party to the other and the initial payment of $10,000,000.00 without interest made pursuant to Section 2.2 hereof shall be returned promptly to Buyer.
(b) If this Agreement is terminated (or terminable in the case of clause (i) below) by Buyer pursuant to Sections 11.1(b)(ii), 11.1(c)(i), 11.1(d), or pursuant to Section 11.1(f) (and Seller is in material default under the TBA), then Buyer shall be entitled to (i) pursue the legal remedy of specific performance (in lieu of terminating this Agreement), or (ii) claim and be paid by Seller as its sole liquidated damages hereunder and under the TBA, a return of the initial payment of $10,000,000.00 without interest made pursuant to Section 2.2 hereof, plus an amount equal to its direct and actual damages, not to exceed the sum of Ten Million Dollars ($10,000,000.00).
(c) If this Agreement is terminated by Seller pursuant to Sections 11.1(b)(i), 11.1(c)(ii), 11.1(e), or pursuant to Section 11.1(f) (and Buyer is in material default under the TBA), then Seller shall be entitled to claim and be paid as its sole liquidated damages hereunder and under the TBA, the sum of Ten Million Dollars ($10,000,000.00), which payment shall be satisfied by Seller retaining the initial payment described in Section 2.2(a).
(d) The parties agree that the liquidated damages provided in Sections (b) and (c) above are intended to limit the claims that a non-defaulting party hereto may have against a defaulting party hereto in the circumstances described therein. The parties acknowledge and agree that the liquidated damages provided in such Sections bear a reasonable relationship to the anticipated harm, which would be caused by a breach of this Agreement and the TBA. The parties further acknowledge and agree that the amount of actual loss caused by a breach of this Agreement is incapable and difficult of precise estimation and that there would not be a convenient and adequate alternative to liquidated damages hereunder.
(e) Notwithstanding anything herein to the contrary, in the event this Agreement is terminated prior to the Closing for any reason, Buyer shall pay Seller or Seller shall pay Buyer, as the case may be, any amounts payable pursuant to Section 2.9...
