Common use of Termination by Reason of Breach Clause in Contracts

Termination by Reason of Breach. This Agreement may be terminated by TJX or Seller, if any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of Buyer or the failure by Buyer to perform any material condition or obligation hereunder, and may be terminated by Buyer, subject to Section 5.3, if at any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of TJX or Seller or the failure of TJX or Seller to perform any material condition or obligation hereunder. If this Agreement is terminated by reason of breach, subject to Section 5.3, the breaching party shall indemnify the non-breaching party for all costs and expenses incurred by the non-breaching party (including all legal, accounting or other professional fees and commitment fees); provided, that the non-breaching party shall have any and all further rights and remedies available to it under law or equity as a result of such breach.

Termination by Reason of Breach. This Agreement may be terminated by ------------------------------- TJX or Seller, if any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of Buyer or the failure by Buyer to perform any material condition or obligation hereunder, and may be terminated by Buyer, subject to Section 5.3, if at any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of TJX or Seller or the failure of TJX or Seller to perform any material condition or obligation hereunder. If this Agreement is terminated by reason of breach, subject to Section 5.3, the breaching party shall indemnify the non-breaching party for all costs and expenses incurred by the non-breaching party (including all legal, accounting or other professional fees and commitment fees); provided, that the non-breaching party shall have any and all further rights and remedies available to it under law or equity as a result of such breach.

Termination by Reason of Breach. This Agreement may be terminated by TJX or SellerCDM, if any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of Buyer or the failure by Buyer to perform any material condition or obligation hereunder, and may be terminated by Buyer, subject to the ability of Buyer to waive such breach pursuant to the provisions contained in Section 5.35.1, if at any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of TJX or Seller CDM or the failure of TJX or Seller CDM to perform any material condition or obligation hereunder. If this Agreement is terminated by reason of breach, subject to Section 5.35.1, the breaching party shall indemnify the non-breaching party for all costs and expenses incurred by the non-breaching party (including all legal, accounting or other professional fees and commitment fees); provided, that the non-breaching party shall have any and all further rights and remedies available to it under law or equity as a result of such breach; and provided further, that in no event shall either party be liable for consequential or indirect damages, including lost profits.

Termination by Reason of Breach. This Agreement may be terminated ------------------------------- by TJX or SellerCDM, if any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of Buyer or the failure by Buyer to perform any material condition or obligation hereunder, and may be terminated by Buyer, subject to the ability of Buyer to waive such breach pursuant to the provisions contained in Section 5.35.1, if at any time prior to the Closing there shall occur a material or willful breach of any of the representations, warranties or covenants of TJX or Seller CDM or the failure of TJX or Seller CDM to perform any material condition or obligation hereunder. If this Agreement is terminated by reason of breach, subject to Section 5.35.1, the breaching party shall indemnify the non-breaching party for all costs and expenses incurred by the non-breaching party (including all legal, accounting or other professional fees and commitment fees); provided, that the non-breaching party shall have any and all further rights and remedies available to it under law or equity as a result of such breach; and provided further, that in no event shall either party be liable for consequential or indirect damages, including lost profits.