Effect of Termination Clause Samples
The "Effect of Termination" clause defines the consequences and procedures that take place when a contract is ended by either party. Typically, this clause outlines what obligations survive termination, such as confidentiality or payment for services already rendered, and may specify the return or destruction of proprietary materials. Its core function is to ensure both parties understand their rights and responsibilities after the contract ends, thereby preventing disputes and providing a clear roadmap for winding down the contractual relationship.
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Effect of Termination. Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.
Effect of Termination. (a) Subject to Section 8.02(b), if any party terminates this Agreement pursuant to Section 8.01 above, all rights and obligations of the parties hereunder shall terminate without any liability of any party to any other party, except (i) any liability of any party for knowing or willful breaches of this Agreement prior to the time of such termination (subject to Section 8.02(c)) and (ii) as otherwise contemplated by Sections 8.02 and 8.03; provided that the provisions of this Section 8.02 and Section 8.03, the sentence of Section 6.04 regarding the Confidentiality Agreement, and ARTICLE 9 and ARTICLE 10 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.
(b) If (i) this Agreement is terminated by the Company pursuant to Section 8.01(c) or (e) following a breach by Purchaser or PurchaserSub of its obligation to effect the Closing and satisfy its obligations hereunder, including delivering or making available sufficient funds to make all payments required to be made by it or the Surviving Corporation pursuant hereto, (ii) Purchaser and PurchaserSub fail to effect the Closing and satisfy such obligations because of a failure to receive the proceeds of one or more of the debt financings contemplated by the Debt Commitment Letter and (iii) at the time of such termination and failure, the conditions specified in Sections 7.01 and 7.03(a) and (b) are satisfied, then Purchaser shall pay $20 million (the “Termination Fee”) to the Company or as directed by the Company as promptly as reasonably practicable (and, in any event, within two Business Days following such termination), payable by wire transfer of same day funds.
(c) Notwithstanding anything in this Agreement to the contrary:
(i) if in the circumstances in which Purchaser and PurchaserSub become obligated to pay the Termination Fee, Purchaser and PurchaserSub are not otherwise in breach of this Agreement such that the condition set forth in Section 7.02(a) would be satisfied (excluding Purchaser’s and PurchaserSub’s failure in and of itself to satisfy their obligations hereunder to deliver or make available sufficient funds to make all payments required to be made by the Surviving Corporation pursuant hereto) then the Company’s right to receive payment of the Termination Fee shall be the sole and exclusive remedy of the Company and its Subsidiaries against Purchaser and PurchaserSub for any loss or damage suffered as a result of the breach of any representati...
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto except:
(a) as set forth in this Article IX, Section 5.2(b) and Article X hereof; and
(b) that nothing herein shall relieve any Party hereto from liability for any willful breach of any provision hereof.
Effect of Termination. Notwithstanding any termination of this Agreement, the Fund and the Underwriter shall at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.2 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.
Effect of Termination. In the event of the termination and --------------------- abandonment of this Agreement, the obligations of the parties under Section 12.1 shall survive any such termination. If this Agreement is terminated pursuant to Section 10.1(a), no party shall have any liability for any costs, expenses, loss of anticipated profits or any further obligation for breach of warranty or otherwise to any party to this Agreement. Any termination of this Agreement pursuant to Sections 10.1(b), 10.1(c) or 10.1(d) shall be without prejudice to any other rights or remedies of the respective parties.
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall terminate; provided, however, that: (a) neither the Company nor Parent shall be relieved of any obligation or liability arising from any prior breach by such party of any provision of this Agreement; (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 10; and (c) the Company shall, in all events, remain bound by and continue to be subject to Section 5.4.