Effect of Termination or Breach Prior to Closing Sample Clauses

Effect of Termination or Breach Prior to Closing. If this Agreement is validly terminated, then: (a) all further obligations of the Parties under this Agreement (other than the provisions which by their terms are intended to survive the expiration or termination of this Agreement, including the provisions of Section 3.20 (Brokers), Section 4.7 (Brokers), Section 5.9 (Purchaser’s Inspection Rights), ARTICLE XI (Dispute Resolution), ARTICLE XII (Limited Remedies and Damages), Section 13.1 (Notices), Section 13.2 (Payments), Section 13.3 (Entire Agreement), Section 13.4 (Expenses), Section 13.5 (Public Announcements), Section 13.6 (Confidentiality), Section 13.9 (No Construction Against Drafting Party), Section 13.10 (No Third Party Beneficiary), Section 13.11 (Headings), Section 13.12 (Invalid Provisions), Section 11.2 (Governing Law), Section 13.13 (No Assignment; Binding Effect), and this Section 7.2 which shall continue to apply following any such termination) shall be terminated without further Liability of any Party to the other Party; and (b) other than in the case of termination by Seller pursuant to Section 7.1.4, Seller shall promptly refund to Purchaser all Payments made hereunder prior to the date of such termination. If this Agreement is validly terminated pursuant to Section 7.1.3 or Section 7.1.4 by Purchaser or Seller, as applicable, as a result of a breach by the non-terminating Party, then, subject to Section 12.2, the terminating Party shall be entitled to all rights and remedies available to it with respect to such breach, including, in the case of termination by Purchaser pursuant to Section 7.1.3, the remedies in this Section. INDEMNIFICATION
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Effect of Termination or Breach Prior to Closing. If this Agreement is validly terminated pursuant to Section 6.1, there shall be no liability or obligation on the part of Sellers or Purchaser (or any of their respective Related Persons), except that the provisions of ARTICLE X, ARTICLE XI and Sections 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.7, 12.9, 12.10, 12.11, 12.12, 12.13, 12.14 and 12.15, Section 4.1.1(e) and this Section 6.2 shall continue to apply following any such termination. Notwithstanding any other provision in this Agreement to the contrary, if this Agreement is validly terminated by Purchaser or Sellers pursuant to Section 6.1(c) as a result of the willful breach by the other Party, the terminating Party may exercise such remedies as may be available at law or in equity.
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Effect of Termination or Breach Prior to Closing. If this Agreement is validly terminated pursuant to Section 6.1, this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by the Parties hereto. If the Agreement is validly terminated as provided herein, (a) there shall be no liability or obligation on the part of Seller or Purchaser, except that the provisions of ARTICLE VII and this Section 6.2 shall continue to apply following any such termination, and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the Governmental Authority or other Person to which they were made. Notwithstanding any other provision in this Agreement to the contrary, if this Agreement is validly terminated by Purchaser or Seller pursuant to Section 6.1(b)(i) or by Purchaser pursuant to Section 6.1(c), then the terminating Party may exercise such remedies as may be available at law or in equity with respect to the breach precipitating such termination.
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Effect of Termination or Breach Prior to Closing. (a) If this Agreement is validly terminated pursuant to Section 6.1(a), Section 6.1(b), Section 6.1(c)(ii), Section 6.1(d), or Section 6.1(e) of this Agreement, there shall be no liability or obligation on the part of Sellers or Purchaser (or any of their respective Related Persons), except that the provisions of clause (C) of Section 4.1(f), clause (c) of Section 4.3, ARTICLE X (Dispute Resolution), ARTICLE XI (Limited Remedies and Damages), Section 12.1 (Notices), Section 12.2 (Payments), Section 12.3 (Entire Agreement), Section 12.4 (Expenses), Section 12.5 (Public Announcements), Section 12.6 (Confidentiality), Section 12.9 (No Construction Against Drafting Party), Section 12.10 (No Third Party Beneficiary), Section 12.11 (Headings), Section 12.12 (Invalid Provisions), Section 12.13 (Governing Law), Section 12.14 (No Assignment; Binding Effect), and this Section 6.2 shall continue to apply following any such termination.
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Effect of Termination or Breach Prior to Closing. If this Agreement is validly terminated pursuant to Section 6.1, written notice thereof shall forthwith be given by the terminating Party to the other Party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by the Parties hereto. If the Agreement is validly terminated as provided herein, (i) there shall be no liability or obligation on the part of Seller or Purchaser (or any of their respective Related Persons), except that the provisions of ARTICLE IX, ARTICLE X and Sections 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.7, 11.9, 11.10, 11.11, 11.12, 11.13, 11.14 and 11.15 and this Section 6.2 shall continue to apply following any such termination, and (ii) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the Governmental Authority or other Person to which they were made. Notwithstanding any other provision in this Agreement to the contrary, if this Agreement is validly terminated by Purchaser or Seller pursuant to Section 6.1(b) as a result of the willful breach by the other Party, the terminating Party may exercise such remedies as may be available at law or in equity.
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Effect of Termination or Breach Prior to Closing 
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Related to Effect of Termination or Breach Prior to Closing

  • Effect of Termination and Abandonment Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereof, this Agreement shall become void and have no effect, and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.

  • 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; Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.

  • Termination Effect of Termination 33 9.1 TERMINATION.................................................33 9.2

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Effect of Termination or Resignation Any termination or resignation of the Servicer under this Agreement shall not affect any claims that the Issuer may have against the Servicer for events or actions taken or not taken by the Servicer arising prior to any such termination or resignation.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Termination and Abandonment This Agreement may be terminated at any time prior to the Closing:

  • Notice of Termination; Effect of Termination Any proper termination of this Agreement under Section 7.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Effect of Expiration or Termination Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

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