Common use of Effect of Termination or Breach Prior to Closing Clause in Contracts

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

Effect of Termination or Breach Prior to Closing. If this Agreement is validly terminatedterminated pursuant to Section 6.1(a), then: (aSection 6.1(b), Section 6.1(c)(ii), Section 6.1(d), or Section 6.1(e) 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 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 3.20 (Brokers4.1(f), clause (c) of Section 4.7 (Brokers), Section 5.9 (Purchaser’s Inspection Rights)4.3, ARTICLE XI X (Dispute Resolution), ARTICLE XII XI (Limited Remedies and Damages), Section 13.1 12.1 (Notices), Section 13.2 12.2 (Payments), Section 13.3 12.3 (Entire Agreement), Section 13.4 12.4 (Expenses), Section 13.5 12.5 (Public Announcements), Section 13.6 12.6 (Confidentiality), Section 13.9 12.9 (No Construction Against Drafting Party), Section 13.10 12.10 (No Third Party Beneficiary), Section 13.11 12.11 (Headings), Section 13.12 12.12 (Invalid Provisions), Section 11.2 12.13 (Governing Law), Section 13.13 12.14 (No Assignment; Binding Effect), and this Section 7.2 which 6.2 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 6.1(c)(i) of this Agreement, by Purchaser or Seller, as applicable, Sellers as a result of a breach by the non-terminating Party, thensuch termination shall be the sole remedy of the terminating Party; provided that if such breach results from a material and willful breach by the non-terminating Party of this Agreement, then subject to Section 12.211.2 and notwithstanding any other provision of this Agreement to the contrary, the non-terminating Party and 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. INDEMNIFICATIONit.

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, less any Approved Construction Costs. 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.

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 III.20 (Brokers), Section 4.7 IV.7 (Brokers), Section 5.9 V.9 (Purchaser’s Inspection Rights), ARTICLE XI (Dispute Resolution), ARTICLE XII (Limited Remedies and Damages), Section 13.1 XIII.1 (Notices), Section 13.2 XIII.2 (Payments), Section 13.3 XIII.3 (Entire Agreement), Section 13.4 XIII.4 (Expenses), Section 13.5 XIII.5 (Public Announcements), Section 13.6 XIII.6 (Confidentiality), Section 13.9 XIII.9 (No Construction Against Drafting Party), Section 13.10 XIII.10 (No Third Party Beneficiary), Section 13.11 XIII.11 (Headings), Section 13.12 XIII.12 (Invalid Provisions), Section 11.2 XI.2 (Governing Law), Section 13.13 XIII.13 (No Assignment; Binding Effect), and this Section 7.2 VII.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 VII.1.3 or Section 7.1.4 VII.1.4 by Purchaser or Seller, as applicable, as a result of a breach by the non-terminating Party, then, subject to Section 12.2XII.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 7.1.3VII.1.3, the remedies in this Section. INDEMNIFICATION