Effect of Termination; Sole Remedy Sample Clauses

Effect of Termination; Sole Remedy. If this Agreement is terminated in accordance with this clause 7, this Agreement shall be of no further force and effect and neither the Buyer nor the Seller shall have any further obligation to the other hereunder, except that this clause 7.5 and clauses 6.5(b), 7.4, 8, 10, 31, 32 and 33 shall survive such termination. If the Seller is entitled to retain the Security Deposit and/or the Supplementary Security Deposit as set forth herein, retention of such amount shall constitute the Seller’s sole and exclusive remedy in connection with the termination of this Agreement, and the Buyer shall have no further obligation or liability to the Seller in respect of the Aircraft, this Agreement or any of the transactions contemplated hereby other than pursuant to clause 6.5(b) or 33.
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Effect of Termination; Sole Remedy. (a) Notwithstanding any provisions in this Agreement to the contrary, if the Closing does not occur, (i) neither STG, MCBA nor the Selling Shareholders shall be entitled to indemnification for the falsity of any representations or warranties or a breach of any of the covenants and agreements contained herein to be performed at or prior to the Closing and (ii) STG's, MCBA's and the Selling Shareholders' sole and exclusive remedy shall be the receipt of the Termination Fee, if any, as provided in this Section 9.2. In the event that this Agreement shall be terminated pursuant to Section 9.1 hereof, all further obligations of the parties hereto under this Agreement (other than pursuant to Sections 9.2 and 10 hereof) shall terminate without further liability or obligation of either party to the other party hereunder.
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Effect of Termination; Sole Remedy. Upon any termination of this Agreement prior to Closing, the Purchased Assets shall automatically revert back to Seller and this Agreement shall be of no further force or effect. The parties hereby acknowledge and agree that their sole remedy with respect to any breach by the other party of its respective representations, warranties and covenants set forth in Articles 4, 5 or 6, as applicable, shall be termination of this Agreement with no liability to the breaching party.
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Effect of Termination; Sole Remedy. Notwithstanding any provisions in this Agreement to the contrary, if the Closing does not occur, neither BPS nor REAL shall be entitled to indemnification for the falsity of any representations or warranties or a breach of any of the covenants and agreements contained herein to be performed at or prior to the Closing. In the event that this Agreement shall be terminated pursuant to Section 7.1 hereof, all further obligations of the parties hereto under this Agreement (other than pursuant to Sections 5.5 and 8.2 and Article 9 hereof) shall terminate without further liability or obligation of either party to the other party hereunder.
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Related to Effect of Termination; Sole Remedy

  • Termination Not Sole Remedy Termination is not the sole remedy under this Agreement and, whether or not termination is effected and notwithstanding anything contained in this Agreement to the contrary, all other remedies shall remain available except as agreed to otherwise herein.

  • Effect of Termination; Survival In the event of any termination of this Agreement pursuant to Section 2.1, this Agreement shall be terminated, and there shall be no further liability or obligation hereunder on the part of any Party, other than Section 1.6, Section 1.9, this Section 2.2 and Article III, which provisions shall survive such termination; provided, however, that nothing contained in this Agreement (including this Section 2.2) shall relieve a Party from liability for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement to the extent occurring prior to such termination.

  • Termination Remedies In the event of any such material default under or material breach of the terms of this Lease by the Relevant Asset Owner, the Related Refinery Owner may, at the Related Refinery Owner’s option, at any time thereafter that such default or breach remains uncured, without further notice or demand:

  • Effect of Termination Upon termination of this Agreement:

  • Indemnification as Sole Remedy If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11.

  • Sole Remedies THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY ------------- AND ALL WARRANTIES AND THE SOLE REMEDIES FOR THE COMPANY'S LIABILITY IF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT AND ALL OTHER PERFORMANCE BY THE COMPANY UNDER OR PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTION 5 HEREOF.

  • Termination Effect of Termination 44 9.1 TERMINATION................................................44 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.

  • Termination and Remedies 67 11.1. Termination....................................................67 11.2.

  • Sole Remedy/Waiver Except with respect to claims seeking specific performance or other equitable relief with respect to covenants or agreements to be performed after the Closing pursuant to this Agreement, and except in the case of fraud with respect to the representations, warranties, covenants and agreements contained in this Agreement, the Parties acknowledge and agree that the remedies provided for in Section 2.9, Section 6.5 and this Article VII shall be the Parties’ sole and exclusive remedy, from and after the Closing, with respect to the subject matter of this Agreement or any of the Ancillary Implementing Agreements (but not with respect to any claims under the other Ancillary Agreements, which shall be governed by the terms thereof). In furtherance of the foregoing, and except as set forth in the exceptions set forth in the preceding sentence and except as provided in Section 2.9, Section 6.5 and this Article VII, from and after the Closing, the Parties hereby waive, on behalf of themselves and their Affiliates, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that they may have against the Sellers or any of their Affiliates, or Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries), as the case may be, in connection with the transactions contemplated by this Agreement or any of the Ancillary Implementing Agreements (but not with respect to any rights, claims or causes of action under the other Ancillary Agreements which, in each case, shall be governed by the terms thereof), whether arising under or based upon breach of warranty or contract (including for breach of any representation, warranty, covenant or agreement), tortious conduct (including negligence), any Law (including any such Law relating to environmental matters (including Environmental Laws) or arising under or based upon any securities Law, common law or otherwise) or otherwise. Each Party shall cause its respective Affiliates party to an Ancillary Implementing Agreement not to assert any claims or causes of action under such Ancillary Implementing Agreement, and all such claims shall be asserted only under this Agreement. Without limiting the generality of the foregoing, in no event shall any Party, its Affiliates, successors or permitted assigns be entitled to claim or seek rescission of the transactions contemplated by this Agreement and the Ancillary Agreements.

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