Common use of Rights on Termination; Waiver Clause in Contracts

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 Confidential Information and not use, disclose or publish the same directly or indirectly for any purpose, including without limitation for the Business (i) without the prior written consent of such other party or (ii) until the same has been theretofore publicly disclosed by such other party or otherwise ceased to be secret or confidential as evidenced by general public knowledge; provided, however, that each party shall have the right to disclose such information, without consent to the extent that (iii) such party is required by Law or any Environmental Law to do so, or (iv) such disclosure is required in connection with litigation pertinent to such information. The foregoing provisions are intended to supplement and not supersede any existing confidentiality, secrecy or similar agreements between the parties and between each party and any Third Party.

Rights on Termination; Waiver. (a) If In the event of the termination of this Agreement is terminated pursuant to as provided in Section 11.2(a)12.1 above, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other, except (i) as otherwise provided in this Section 11.312.2(b) and (c) below, and except that (ii) for claims resulting from any breach of this Agreement prior to the obligations contained in Sections 11.3(etermination of this Agreement (as limited by the provisions of Section 12.2(d) or 12.3 below), 12.9 and 12.14 shall survive any such termination. (b) In If either Seller or Parent is in material default in the event performance of its obligations under this Agreement or has breached in any material respect its representations and warranties hereunder and Buyer is terminated by Uniroyal-CA pursuant to Section 11.2(c), as a result not in material default of Bayer-CA's failure to satisfy the conditions precedent to Closing set forth its obligations under this Agreement and has not breached in Sections 7.2 any material respects its representations and 7.3warranties hereunder, then Uniroyal-CA may Buyer shall be entitled to pursue any and all legal and equitable remedies available to it pursuant to this Agreement as a result of against Sellers and Parent for such breach of default or breach, including specific performance (Sellers and Parent hereby acknowledge that the Purchased Assets are unique and that Buyer has no adequate remedy at law if either Seller or Parent breaches this Agreement). (c) In If (i) Buyer is in material default in the event that performance of its obligations under this Agreement or Buyer has breached in any material respect its representations and warranties hereunder and neither of the Sellers nor Parent is terminated by Bayer-CA in material default of its obligations under this Agreement and has not breached in any material respect its representations and warranties hereunder, and Sellers terminate this Agreement pursuant to Section 11.2(b) 12.1(f), then Sellers and Parent shall be entitled to claim, as a result of Uniroyal-CA's failure to satisfy their sole and exclusive remedy against Buyer, the conditions precedent to Closing amount set forth in Sections 7.1 and 7.3Section 12.3(a), then Bayer-CA may pursue any and all legal and equitable remedies available to it as liquidated damages pursuant to this Agreement as a result of such breach of this AgreementSection 12.3. (d) If any of the conditions set forth in A termination pursuant to 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 12.1(b) 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 (d) 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 Confidential Information and not useliability it would otherwise have for a breach of this Agreement. In the event of a termination pursuant to Section 12.1(a) or by Buyer pursuant to Section 12.1(b), disclose (d), (f) (except as described in Section 12.2(c)), (g), (h) or publish the same directly or indirectly for any purpose, including without limitation for the Business (i) without the prior written consent of such other party or (ii) until the same has been theretofore publicly disclosed by such other party or otherwise ceased to be secret or confidential as evidenced by general public knowledge; provided), however, that each party Buyer shall have the right no further liability to disclose such information, without consent to the extent that (iii) such party is required by Law Sellers or any Environmental Law to do so, or (iv) such disclosure is required in connection with litigation pertinent to such information. The foregoing provisions are intended to supplement and not supersede any existing confidentiality, secrecy or similar agreements between the parties and between each party and any Third PartyParent.

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 12.8 and 12.14 12.13 shall survive any such termination. (b) In the event this Agreement is terminated by Uniroyal-CA C&K and the Sellers pursuant to Section 11.2(c), as a result of Bayer-CAPurchaser's failure to satisfy the conditions precedent to Closing set forth in Sections 7.2 and 7.3, then Uniroyal-CA C&K and the Sellers may pursue any and all legal and or equitable remedies available to it them 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) Purchaser as a result of Uniroyal-CAC&K's or the Sellers' failure to satisfy the conditions precedent to Closing set forth in Sections 7.1 and 7.3, then Bayer-CA Purchaser may pursue any and all legal and and/or 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 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 7.2 and 7.3 have not been satisfied, Uniroyal-CA C&K and the Sellers 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 Purchaser, C&K and Bayer-CA the Sellers 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 Purchaser, C&K, the Company or Uniroyal-CA the Sellers from their respective indemnification obligations under Sections 9.2 9.2, 9.3, 9.5, and 9.39.6. (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 Confidential Information and not use, disclose or publish the same directly or indirectly for any purpose, including without limitation for the Business (i) without the prior written consent of such other party or (ii) until the same has been theretofore publicly disclosed by such other party or otherwise ceased to be secret or confidential as evidenced by general public knowledge; provided, however, that each party shall have the right to disclose such information, without consent to the extent that (iii) such party is required by Law or any Environmental Law to do so, or (iv) such disclosure is required in connection with litigation pertinent to such information. The foregoing provisions are intended to supplement and not supersede any existing confidentiality, secrecy or similar agreements between the parties and between each party and any Third Party. ARTICLE 12.

Rights on Termination; Waiver. (a) If In the event of the termination of this Agreement is terminated pursuant to as provided in Section 11.2(a)13.1 above, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other, except (i) as otherwise provided in this Section 11.313.2(b) and (c) below, and except that (ii) for claims resulting from any breach of this Agreement prior to the obligations contained in Sections 11.3(etermination of this Agreement (as limited by the provisions of Section 13.2(e) or 13.3 below), 12.9 and 12.14 shall survive any such termination. (b) In If Company or Seller is in material default in the event performance of its obligations under this Agreement or has breached in any material respect its representations and warranties hereunder and Buyer is terminated by Uniroyal-CA pursuant to Section 11.2(c), as a result not in material default of Bayer-CA's failure to satisfy the conditions precedent to Closing set forth its obligations under this Agreement and has not breached in Sections 7.2 any material respects its representations and 7.3warranties hereunder, then Uniroyal-CA may Buyer shall be entitled to pursue any and all legal and equitable remedies available to it pursuant to this Agreement as a result of against Seller for such breach of default or breach, including specific performance (Seller hereby acknowledges that the Broadcasting Assets are unique and that Buyer has no adequate remedy at law if Seller breaches this Agreement). (c) In If Buyer is in material default in the event that performance of its obligations under this Agreement or Buyer has breached in any material respect its representations and warranties hereunder and Seller is terminated by Bayer-CA not in material default of its obligations under this Agreement and has not breached in any material respect its representations and warranties hereunder, and Seller terminate this Agreement pursuant to Section 11.2(b) 13.1(f), then Seller shall be entitled to claim, as a result of Uniroyal-CA's failure to satisfy its sole and exclusive remedy against Buyer, the conditions precedent to Closing amount set forth in Sections 7.1 and 7.3Section 13.3(a), then Bayer-CA may pursue any and all legal and equitable remedies available to it as liquidated damages pursuant to this Agreement as a result of such breach of this AgreementSection 13.3. (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.[Intentionally Omitted] (e) If this Agreement and the transactions provided for herein A termination pursuant to Section 13.1(b) or (e) shall be terminated or abandoned for not relieve 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 Confidential Information and not useliability it would otherwise have for a breach of this Agreement. In the event of a termination pursuant to Section 13.1(a) or by Buyer pursuant to Section 13.1(b), disclose or publish the same directly or indirectly for (d), (g) (except as described in any purpose, including without limitation for the Business (i) without the prior written consent of such other party or (ii) until the same has been theretofore publicly disclosed by such other party or otherwise ceased to be secret or confidential as evidenced by general public knowledge; provided, however, that each party shall have the right to disclose such information, without consent to the extent that (iii) such party is required by Law or any Environmental Law to do so, or (iv) such disclosure is required in connection with litigation pertinent to such information. The foregoing provisions are intended to supplement and not supersede any existing confidentiality, secrecy or similar agreements between the parties and between each party and any Third Partyentered into contemporaneously herewith), (h), (i) or (j), Buyer shall have no further liability to Seller.

Rights on Termination; Waiver. (a) If In the event of the termination of this Agreement is terminated pursuant to as provided in Section 11.2(a)11.1 above, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other, except (i) as otherwise provided in this Section 11.311.2(b) and (c) below, and except that (ii) for claims resulting from any breach of this Agreement prior to the obligations contained termination of this Agreement. Except as set forth in Sections 11.3(eSection 11.2(c), 12.9 and 12.14 the Escrow Deposit, together with all accrued interest thereon, shall survive any such terminationbe returned promptly to Buyer pursuant to the terms of the Escrow Agreement upon termination of this Agreement. (b) In If Buyer is the event terminating party of this Agreement and such termination is terminated by Uniroyal-CA pursuant to Section 11.2(c), as a result Sections 11.1(c) or (d) above and Buyer is not in material default of Bayer-CA's failure to satisfy the conditions precedent to Closing set forth its obligations under this Agreement and has not breached in Sections 7.2 any material respects its representations and 7.3warranties hereunder, then Uniroyal-CA may Buyer shall be entitled to pursue any and all legal and equitable remedies available against Seller for such default or breach, including specific performance (the Fxxxxx Parties hereby acknowledge that the Purchased Assets are unique and that Buyer has no adequate remedy at law if the Fxxxxx Parties breach this Agreement), and the Fxxxxx Parties agree to it pursuant waive the defense in any such suit that Buyer has an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of specific performance as a remedy. In the event Buyer elects to terminate this Agreement as a result of such the Fxxxxx Parties’ breach instead of seeking specific performance (or if Buyer is denied the remedy of specific performance of Fxxxxx Parties’ obligations under this Agreement), Buyer shall be entitled to (i) the return of the Escrow Deposit and all interest earned thereon, and (ii) recover from the Fxxxxx Parties Buyer’s actual damages occasioned by the Fxxxxx Parties’ breach, including without limitation, attorneys fees and costs, bank commitment fees, due diligence costs and other expenses reasonably incurred by Buyer in attempting to consummate the transaction contemplated by this Agreement; provided, however, the amount Buyer shall be entitled to recover pursuant to this Section 11.2(b)(ii) shall not exceed $1,600,000. (c) In If a Fxxxxx Party is the event that terminating party of this Agreement and such termination is terminated by Bayer-CA pursuant to Section 11.2(b11.1(f) above and each Fxxxxx Party is not in material default of its obligations under this Agreement and has not breached in any material respect its representations and warranties hereunder and there shall have been no Material Adverse Effect, then the Fxxxxx Parties shall be entitled to receive as a result liquidated damages (i) the Escrow Deposit (including all interest or other proceeds earned thereon, less any compensation due to the Escrow Agent) and (ii) the Fxxxxx Parties’ actual attorneys fees in attempting to consummate the transactions contemplated by this Agreement, which amounts shall be substantiated by the Fxxxxx Parties to the reasonable satisfaction of Uniroyal-CA's the Buyer. Such liquidated damages shall be the Fxxxxx Parties’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Fxxxxx Parties might otherwise be entitled due to Buyer’s wrongful failure to satisfy consummate the conditions precedent to Closing set forth transactions contemplated by this Agreement. Buyer and the Fxxxxx Parties each acknowledges and agrees that the liquidated damage amount is reasonable 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 light of such the anticipated harm which would be caused by Buyer’s breach of this Agreement. (d) If any , the difficulty of proof of loss, the conditions set forth in Section 7.1 inconvenience and 7.3 have not been satisfiednon-feasibility of otherwise obtaining an adequate remedy, Bayer-CA may nevertheless elect to waive such conditions and proceed with the consummation value 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 Confidential Information and not use, disclose or publish the same directly or indirectly for any purpose, including without limitation for the Business (i) without the prior written consent of such other party or (ii) until the same has been theretofore publicly disclosed by such other party or otherwise ceased to be secret or confidential as evidenced by general public knowledge; provided, however, that each party shall have the right to disclose such information, without consent to the extent that (iii) such party is required by Law or any Environmental Law to do so, or (iv) such disclosure is required in connection with litigation pertinent to such informationconsummated hereunder. The foregoing provisions parties agree that the liquidated damages provided in this Section are intended to supplement and not supersede any existing confidentiality, secrecy or similar agreements between limit the parties and between each party and any Third Partyclaims that the Fxxxxx Parties may have against Buyer in the circumstances described herein.

Rights on Termination; Waiver. (a) If this Agreement is terminated pursuant to Section 11.2(a10.2(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 11.310.3, and except that the obligations contained in Sections 11.3(e)11.2, 12.9 11.9 and 12.14 11.14 shall survive any such termination. (b) . In the event this Agreement is terminated by Uniroyal-CA Crompton and the Sellers pursuant to Section 11.2(c10.2(c), as a result of Bayer-CAPurchaser's failure to satisfy any of the conditions precedent to Closing set forth in Sections 7.2 6.2 and 7.36.3 (other than approvals by and clearances from all Governmental Authorities, lenders, and other Third Parties unless Purchaser has failed to comply with its obligations under this Agreement to seek such approvals or consents), then Uniroyal-CA Crompton and the Sellers may pursue any and all legal and or equitable remedies available to them pursuant to this Agreement as a result of such breach of this Agreement. In the event that this Agreement is terminated by Purchaser as a result of Crompton's or the Sellers' failure to satisfy any of the conditions precedent to Closing set forth in Sections 6.1 and 6.3, (other than approvals by and clearances from all Governmental Authorities, lenders, and other Third Parties unless Crompton and/or the Sellers have failed to comply with their obligations under this Agreement to seek such approvals or consents), then Purchaser may pursue any and all legal and/or 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 Sections 6.1 and 7.3 6.3 have not been satisfied, Bayer-CA 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 7.2 6.2 and 7.3 6.3 have not been satisfied, Uniroyal-CA Crompton and the Sellers may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. Any condition set forth in Sections 7.16.1, 7.2 6.2 and 7.3 6.3 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 Purchaser, Crompton and Bayer-CA the Sellers consummate the Closing despite the lack of fulfillment, compliance with, satisfaction or performance of of, such condition; provided, except that that, any such consummation of the Closing without the fulfillment, compliance, satisfaction or performance of any condition set forth in Sections 7.1 6.1 or 7.2 6.2 shall not relieve Bayer-CA Purchaser, Crompton, the Company or Uniroyal-CA the Sellers from their respective indemnification obligations under Sections 9.2 8.2 and 9.38.3, 8.4, and 8.5. (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 Confidential Information and not use, disclose or publish the same directly or indirectly for any purpose, including without limitation for the Business (i) without the prior written consent of such other party or (ii) until the same has been theretofore publicly disclosed by such other party or otherwise ceased to be secret or confidential as evidenced by general public knowledge; provided, however, that each party shall have the right to disclose such information, without consent to the extent that (iii) such party is required by Law or any Environmental Law to do so, or (iv) such disclosure is required in connection with litigation pertinent to such information. The foregoing provisions are intended to supplement and not supersede any existing confidentiality, secrecy or similar agreements between the parties and between each party and any Third Party.

Rights on Termination; Waiver. (a) Any termination of this Agreement pursuant to Section 8.1 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 8.1, except as provided in Section 8.2(b) or Section 8.2(c), each party shall bear its own costs and expenses incurred with respect to the transactions contemplated hereby. (b) If this Agreement is terminated by the Target Company and the Principal Stockholders pursuant to Section 11.2(a), all further obligations 8.1(c) as a consequence of the parties under conditions set forth in Section 6.3(a) or pursuant 6.3(d) (but only to the extent that the representations and warranties made by the Acquiror and MergerSub were not true and correct in all material respects when made) of this Agreement not having been fulfilled by the Closing Date, or is terminated by any party hereto as a consequence of the condition set forth in Section 6.1(d) not having been fulfilled by the Closing Date, then the Acquiror shall terminate without further liability of either party pay to the otherTarget Company an amount in cash equal to $250,000 and, except in addition, pay to the Target Company and the Principal Stockholders, as otherwise provided applicable, an amount in cash equal to the Target Company's and the Principal Stockholders' documented out-of-pocket fees and expenses actually incurred by them prior to such termination in connection with this Section 11.3Agreement and the transactions contemplated hereby; provided, and except however, that the obligations contained in Sections 11.3(e), 12.9 aggregate amount of such fees and 12.14 expenses to be so paid by the Acquiror shall survive any such termination.not (bc) In the event If this Agreement is terminated by Uniroyal-CA the Acquiror pursuant to Section 11.2(c), 8.1(b) as a result consequence of Bayer-CA's failure to satisfy the conditions precedent to Closing set forth in Sections 7.2 Section 6.2(b), 6.2(e) (but only to the extent that the representations and 7.3warranties made by the Target Company and the Principal Stockholders were not true and correct in all material respects when made), 6.2(f), 6.2(o) or 6.2(s) of this Agreement not having been fulfilled by the Closing Date, then Uniroyalthe Target Company shall pay to the Acquiror an amount in cash equal to the Acquiror's and the MergerSub's documented out-CA may pursue any of-pocket fees and all legal and equitable remedies available expenses actually incurred by them prior to it pursuant to such termination in connection with this Agreement as a result and the transactions contemplated hereby; provided, however, that the aggregate amount of such breach of this Agreement. (c) In fees and expenses to be so paid by the event that Target Company shall not exceed $500,000. If this Agreement is terminated by Bayer-CA pursuant to the Acquiror under circumstances under which amounts are payable under this Section 11.2(b) as a result of Uniroyal-CA's failure to satisfy 8.2(c), then, 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 payment of such breach amounts shall be the sole remedy of the Acquiror and MergerSub and, upon the payment of such amounts, neither the Target Company nor the Principal Stockholders shall have any further or other obligation or liability to the Acquiror or Merger Sub in respect of this Agreement. (d) If any of the conditions set forth in Section 7.1 and 7.3 6.2 of this Agreement have not been satisfied, Bayer-CA the Acquiror 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 6.3 of this Agreement have not been satisfied, Uniroyal-CA the Target Company and the Principal Stockholders 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 waiver contemplated by this Section 8.2(d) shall be without prejudice to the Closing Date shall be conclusively deemed waived if Uniroyal-CA waiving party's rights 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 remedies under this Agreement by reason of any condition set forth in Sections 7.1 misrepresentation, breach 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 violation of this Agreement and the transactions provided for herein shall be terminated or abandoned for by 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 Confidential Information and not use, disclose or publish the same directly or indirectly for any purpose, including without limitation for the Business (i) without the prior written consent of such other party or (ii) until the same has been theretofore publicly disclosed by such other party or otherwise ceased to be secret or confidential as evidenced by general public knowledge; provided, however, that each party shall have the right to disclose such information, without consent to the extent that (iii) such party is required by Law or any Environmental Law to do so, or (iv) such disclosure is required in connection with litigation pertinent to such information. The foregoing provisions are intended to supplement and not supersede any existing confidentiality, secrecy or similar agreements between the parties and between each party and any Third Partyparty.

Rights on Termination; Waiver. (a) If this Agreement is terminated pursuant to Section 11.2(a)11.1 of this Agreement, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either any party to the other, except as otherwise others; provided in this Section 11.3, and except that the obligations of the parties contained in Article X, and Sections 11.3(e)3.2, 12.9 3.7, 11.2, 11.5, 11.6 and 12.14 11.12 of this Agreement shall survive any such termination. (b) In the event . The termination of this Agreement is terminated shall not preclude a party from bringing an action against the other party for such other party’s willful breach of any covenant made 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 under or 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 Article VII of this Agreement have not been satisfied, Uniroyal-CA Buyer may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. Any condition by this Agreement and if any of the conditions set forth in Sections 7.1, 7.2 and 7.3 which has Article VIII of this Agreement have not been fulfilledsatisfied, complied with, satisfied or performed at or prior Seller may nevertheless elect to proceed with 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 transactions contemplated by this Agreement. Any such election to proceed shall be evidenced by a certificate signed on behalf of the fulfillmentwaiving party by an officer of that party, compliance, satisfaction or performance and shall release all claims and actions the waiving party otherwise might have against the other party under this Agreement on account of any the failure of the 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 9.3so waived. (eb) If Notwithstanding anything to the contrary in Section 11.2(a), if this Agreement is terminated pursuant to Section 11.1(e), Buyer shall pay to Seller a fee of $6,000,000.00 (the “Termination Fee”), such Termination Fee to be paid as promptly as practicable and in any event within ten Business Days after termination. Notwithstanding anything to the transactions provided for herein contrary in this Agreement, Seller’s right to receive the Termination Fee shall be terminated the sole and exclusive remedy, under this Agreement or abandoned otherwise, of Parent and Seller against Buyer or its respective shareholders or any of their respective affiliates, shareholders, directors, officers, employees or agents, 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 Confidential Information and not use, disclose loss or publish the same directly or indirectly for any purpose, including without limitation for the Business (i) without the prior written consent damage suffered as a result of such other party or (ii) until the same has been theretofore publicly disclosed by such other party or otherwise ceased to be secret or confidential as evidenced by general public knowledge; provided, however, that each party shall have the right to disclose such information, without consent to the extent that (iii) such party is required by Law or any Environmental Law to do so, or (iv) such disclosure is required in connection with litigation pertinent to such information. The foregoing provisions are intended to supplement and not supersede any existing confidentiality, secrecy or similar agreements between the parties and between each party and any Third Partytermination.

Rights on Termination; Waiver. (a) If this Agreement is terminated pursuant to Section 11.2(a10.2(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 11.310.3, and except that the obligations contained in Sections 11.3(e)11.2, 12.9 11.9 and 12.14 11.14 shall survive any such termination. (b) . In the event this Agreement is terminated by Uniroyal-CA the Seller pursuant to Section 11.2(c10.2(c), as a result of Bayer-CAthe Purchaser's failure to satisfy any of the conditions precedent to Closing set forth in Sections 7.2 6.2 and 7.36.3 (other than approvals by and clearances from all Governmental Authorities, lenders, and other Third Parties unless the Purchaser has failed to comply with its obligations under this Agreement to seek such approvals or consents), then Uniroyal-CA the Seller may pursue any and all legal and or equitable remedies available to them pursuant to this Agreement as a result of such breach of this Agreement. In the event that this Agreement is terminated by the Purchaser as a result of the Seller's failure to satisfy any of the conditions precedent to Closing set forth in Sections 6.1 and 6.3, (other than approvals by and clearances from all Governmental Authorities, lenders, and other Third Parties unless the Seller has failed to comply with its obligations under this Agreement to seek such approvals or consents), then the Purchaser may pursue any and all legal and/or 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 Sections 6.1 and 7.3 6.3 have not been satisfied, Bayer-CA the 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 7.2 6.2 and 7.3 6.3 have not been satisfied, Uniroyal-CA the Seller may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. Any condition set forth in Sections 7.16.1, 7.2 6.2 and 7.3 6.3 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 the Purchaser and Bayer-CA the Seller consummate the Closing despite the lack of fulfillment, compliance with, satisfaction or performance of of, such condition; provided, except that that, any such consummation of the Closing without the fulfillment, compliance, satisfaction or performance of any condition set forth in Sections 7.1 6.1 or 7.2 6.2 shall not relieve Bayer-CA the Purchaser or Uniroyal-CA the Seller from their respective indemnification obligations under Sections 9.2 8.2, 8.3, 8.4 and 9.38.5. (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 Confidential Information and not use, disclose or publish the same directly or indirectly for any purpose, including without limitation for the Business (i) without the prior written consent of such other party or (ii) until the same has been theretofore publicly disclosed by such other party or otherwise ceased to be secret or confidential as evidenced by general public knowledge; provided, however, that each party shall have the right to disclose such information, without consent to the extent that (iii) such party is required by Law or any Environmental Law to do so, or (iv) such disclosure is required in connection with litigation pertinent to such information. The foregoing provisions are intended to supplement and not supersede any existing confidentiality, secrecy or similar agreements between the parties and between each party and any Third Party.