Effect of Termination; Remedies. (a) In the event of termination pursuant to Section 8.1, this Agreement shall become null and void and have no effect (other than Article 8, Article 11 and Article 12, which shall survive termination), with no liability on the part of Sellers, ISG or Buyer, or their respective Affiliates or respective Related Persons, with respect to this Agreement or any Ancillary Agreement, except for any liability provided for in this Article 8.
Effect of Termination; Remedies. (a) In the event of termination pursuant to Section 10.1, this Agreement shall become null and void and have no effect (other than Article 10, Article 11, and Article 12, which shall survive termination), with no liability on the part of Seller or Buyer, or their respective Affiliates or Related Persons, with respect to this Agreement, except for (i) the liability of a party for its own expenses pursuant to Section 11.4, (ii) the obligation of Buyer under Section 6.1(a) and (iii) any liability provided for in Section 10.2(b) through Section 10.2(d), inclusive.
Effect of Termination; Remedies. In the event of the termination of this Agreement and the abandonment of the Contemplated Transactions pursuant to Section 13.1:
Effect of Termination; Remedies. (a) If this Agreement is terminated pursuant to any of Section 8.1(a), by Buyer pursuant to Section 8.1(b), Section 8.1(c), Section 8.1(e) or Section 8.1(f), then the Escrow Agent shall return the Buyer’s Deposit to Buyer within two Business Days after such termination.
Effect of Termination; Remedies. Upon any termination of this Agreement in accordance with Section 5.2 hereof, all obligations of the Parties under this Agreement shall terminate and shall be of no further force and effect except as otherwise provided herein, except that any Consenting Creditor’s termination of this Agreement solely with respect to itself, pursuant to clause (b) of Section 5.2 hereof, shall not result in the termination of this Agreement with respect to any other Party or have any effect on any other Party’s obligations hereunder; provided, that any claim for breach of this Agreement shall survive termination and all rights and remedies with respect to such Claim shall be neither waived nor prejudiced in any way by termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event of the breach of this Agreement by any Debtor, the sole recourse of the Consenting Creditors against any Debtor for any such breach shall be to terminate this Agreement in accordance with Section 5.2 hereof and, upon such termination, to receive any amount owed to them, as of the date of termination, pursuant to Section 6.1 hereof. Notwithstanding anything in this Agreement to the contrary, in the event of the breach of this Agreement by any Consenting Creditor, the sole recourse of the Debtors against any Consenting Creditor for such breach shall be specific performance and injunctive or other equitable relief as a remedy for any such breach, including, without limitation, an order of the Bankruptcy Court or other court of competent jurisdiction requiring such Consenting Creditor to comply promptly with any of its obligations hereunder.
Effect of Termination; Remedies. (a) In the event of termination of this Agreement pursuant to Section 7.1, this Agreement shall become null and void and have no effect and no party hereto shall have any liability to the other parties hereto or their respective Affiliates, directors, officers, employees, Representatives or shareholders, except for the obligations of the parties to this Agreement contained in this Section 7.2, Sections 5.5, 8.1, 8.9, 8.17 and 8.18 and the Confidentiality Agreement, and except that nothing in this Agreement will relieve any party from liability for any willful breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination (a "Breach"); it being understood that, without limiting Buyer's rights to receive the payments to which it may be entitled pursuant to Section 7.2(e), the acceptance by Sellers of a bid other than Buyer's and seeking the approval of the Bankruptcy Court for a bid other than Buyer's in each case in compliance with the Bidding Procedures shall not constitute a Breach for purposes of this Section 7.2 only.
Effect of Termination; Remedies. (a) If this Agreement shall be terminated pursuant to this Article XI, all further obligations of the parties under this Agreement (other than the obligations described in the last sentence of Section 6.1(b), Section 7.4, Section 10.2(a)(iii), this Section 11.3, and Article XII, each of which shall survive any such termination) shall be terminated without further Liability of any party to the other; provided, however, that nothing herein shall relieve any party from Liability for fraud, intentional misconduct or willful and wanton breach of this Agreement.
Effect of Termination; Remedies. (a) In the event of a termination of this Agreement by Purchaser or Seller under this Section 12, (i) written notice thereof shall forthwith be given to the other parties and the Escrow Agent; (ii) this Agreement shall forthwith become void and of no further force or effect, other than with respect to Sections 2.28, 3.4, 4.9, 5.1, 12.3 and Article XIII of this Agreement which shall survive the termination of this Agreement and shall be enforceable by the parties hereto, and there shall be no liability or obligation on the part of any party hereto, except for breaches of the surviving provisions of this Agreement set forth immediately above; (iii) Purchaser shall have no right, option, title or interest to purchase the Assets, or any portion thereof; (iv) the Escrow Agreement shall be terminated; (v) if the event of termination is a Refundable Event, Escrow Agent shall return the Deposit to Purchaser, together with any interest earned thereon, if any, as set forth in this Agreement; (vi) if the event of termination is not a Refundable Event, Escrow Agent shall pay the Deposit to Seller, together with any interest earned thereon; and (vii) Purchaser shall withdraw its regulatory filings related to the transactions contemplated by this Agreement or made for the operation of the Facility and the Business after the Closing. The parties will promptly execute any documents and instructions reasonably requested by the other party or Escrow Agent relating 62
Effect of Termination; Remedies. (a) In the event of termination of this Agreement by either Allied or Republic as provided in Section 9.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Republic, Merger Sub or Allied, other than Section 4.18 (Brokers), Section 5.18 (Brokers), the last sentence of Section 7.03, Section 9.02(b) and Article X.
Effect of Termination; Remedies. In the event of termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void and have no effect (subject to Section 9.4), without any Liability on the part of any Party; provided, however, that (a) if this Agreement is validly terminated by Caterpillar pursuant to Section 7.1.3 or Section 7.1.6, or by Navistar pursuant to Section 7.1.4 or Section 7.1.7, or (b) if this Agreement is validly terminated by Navistar pursuant to Section 7.1.8, then, in the case of clause (a), the terminating Party or, in the case of clause (b), Caterpillar shall be promptly reimbursed by the other Party the out-of-pocket fees, costs and expenses actually incurred by such terminating Party or Caterpillar (as applicable) in connection with the transactions contemplated by this Agreement and the Transaction Agreements (including reasonable legal fees actually incurred). In the event of termination of this Agreement pursuant to Section 7.1, the Development Agreement will be automatically terminated and become void and have no effect (subject to Section 9.16 of the Development Agreement). If all of the conditions to Closing set forth in Section 5 of this Agreement (other than Section 5.3.1 of this Agreement) have been satisfied or waived in writing and this Agreement is validly terminated by Caterpillar pursuant to Section 7.1.3 because Caterpillar reasonably believes (as set forth in a validly delivered Caterpillar Expected Liabilities Determination) that the Caterpillar Expected Liabilities exceed the Materiality Threshold and as a result the conditions set forth in Section 5.3.1 would not be satisfied, Navistar shall not challenge Caterpillar’s right to terminate this Agreement pursuant to Section 7.1.3 (provided that the other requirements of Section 7.1.3 have been satisfied), even if Navistar believes that the Caterpillar Expected Liabilities are (or they actually are) less than the Materiality Threshold. If all of the conditions to Closing set forth in Section 5 of this Agreement (other than Section 5.2.1 of this Agreement) have been satisfied or waived in writing and this Agreement is validly terminated by Navistar pursuant to Section 7.1.4 because Navistar reasonably believes (as set forth in a validly delivered Navistar Expected Liabilities Determination) that the Navistar Expected Liabilities exceed the Materiality Threshold and as a result the conditions set forth in Section 5.2.1 would not be satisfied, Caterpillar shall not challenge...
