Transaction Termination Clause Samples

Transaction Termination. (a) The parties acknowledge and agree that the execution and delivery of this Agreement and all Related Agreements, and all of the closings and other implementating transactions contemplated hereby and thereby, are essential to the full realization by the parties of the benefits of the overall transaction contemplated by this Agreement and all Related Agreements, of which transaction each such agreement, closing and transaction constitutes an essential part. The parties further acknowledge and agree that the order of the execution and delivery of the Related Agreements and each such closing and transaction set forth in this Agreement is for the convenience of the respective parties, with a view expeditiously to consummate the overall transactions contemplated hereby. The parties also acknowledge and agree that upon any termination pursuant to SECTION 7.1 or 7.2 hereof, any such execution and delivery, closing or transaction occurring prior to such failure, or any of the same otherwise to occur after such failure pursuant to the terms hereof, will not result in the parties fully realizing the benefits of the overall transaction contemplated by this Agreement and the Related Agreements. The parties therefore agree that upon any termination pursuant to SECTION 7.1 or 7.2 hereof, regardless of the cause, the parties will cooperate, and take all necessary steps, to place each of the parties in their respective positions, as to ownership of assets, status as employer, economic position, and otherwise, occupied prior to the execution and delivery of this Agreement, including, without limitation: (i) The reversal of any sale of any Vessel or Vessel Assets or Other Shoreside Spares to Matson, with Matson re-transferring the same to APL. (ii) The rehiring by APL of any APL Vessel Officer by APL previously placed in the employ of Matson. (iii) The redelivery of any Vessel under charter pursuant to the IBCA by APL to Matson, and the delivery by Matson to APL pursuant to the repurchase of any such Vessel by APL pursuant to this SECTION 7.3(a) hereof. (iv) The refund to Matson of all amounts previously paid by Matson under the VPA, together with interest thereon at the rate of 6 percent (6%) per annum from the date of payment to the date of refund. (v) The refund to APL of all amounts previously paid by APL to Matson under the IBCA, or under SECTION 6.8 hereof, together with interest thereon at the rate of six percent (6%) per annum from the date of payment thereof to t...