Common use of LIABILITIES IN EVENT OF TERMINATION Clause in Contracts

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses relating to the transactions contemplated hereby. No party hereto shall be liable to any other party if the Agreement is terminated under Sections 12.1(i), (ii) (except as set forth therein), (iv) or (v), provided, however (and notwithstanding anything in Section 18.7 to the contrary), that VPI shall reimburse the COMPANY for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by the COMPANY or the STOCKHOLDERS pursuant to Section 12.1(iii); and further provided, however (and notwithstanding anything in Section 18.7 to the contrary), that the COMPANY and the STOCKHOLDERS shall reimburse VPI for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by VPI pursuant to Section 12.1(iii).

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses relating to the transactions contemplated hereby. No party hereto shall be liable to any other party if the Agreement is terminated under Sections 12.1(i), (ii) (except as set forth therein), (iv) or (v), provided, however (and notwithstanding anything in Section 18.7 to the contrary), that VPI shall reimburse the COMPANY for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by the COMPANY or the STOCKHOLDERS pursuant to Section 12.1(iii); and further provided, however (and notwithstanding anything in Section 18.7 to the contrary), that the COMPANY and the STOCKHOLDERS shall reimburse VPI for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement (but excluding the transactions contemplated by the Other Agreements) in the event that this Agreement is terminated by VPI pursuant to Section 12.1(iii).

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses relating to the transactions contemplated hereby. No party hereto shall be liable to any other party if the Agreement is terminated under Sections 12.1(i), (ii) (except as set forth therein), (iv) or (v), provided, however (and notwithstanding anything in Section 18.7 to the contrary), that VPI shall reimburse the COMPANY for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by the COMPANY or the STOCKHOLDERS pursuant to Section 12.1(iii); and further provided, however (and notwithstanding anything in Section 18.7 to the contrary), that the COMPANY and the STOCKHOLDERS shall reimburse VPI for the reasonable documented fees and expenses of 60 its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by VPI pursuant to Section 12.1(iii).

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses relating to the transactions contemplated hereby. No party hereto shall be liable to any other party if the Agreement is terminated under Sections 12.1(i), (ii) (except as set forth therein), (iv) or (v), provided, however (and notwithstanding anything in Section 18.7 to the contrary), that VPI shall reimburse the COMPANY for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by the COMPANY or the STOCKHOLDERS pursuant to Section 12.1(iii); and further provided, ,however (and notwithstanding anything in Section 18.7 to the contrary), that the COMPANY and the STOCKHOLDERS shall reimburse VPI for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by VPI pursuant to Section 12.1(iii).

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses relating to the transactions contemplated hereby. No party hereto shall be liable to any other party if the Agreement is terminated under Sections 12.1(i), (ii) (except as set forth therein), (iv) or (v), provided, however (and notwithstanding anything in Section 18.7 to the contrary), that VPI shall reimburse the COMPANY for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by the COMPANY or the STOCKHOLDERS STOCKHOLDER pursuant to Section 12.1(iii); and further provided, however (and notwithstanding anything in Section 18.7 to the contrary), that the COMPANY and the STOCKHOLDERS STOCKHOLDER shall reimburse VPI for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by VPI pursuant to Section 12.1(iii).

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses relating to the transactions contemplated hereby. No party hereto shall be liable to any other party if the Agreement is terminated under Sections 12.1(i), (ii) (except as set forth therein), (iv) or (v), provided, however (and notwithstanding anything in Section 18.7 to the contrary), that VPI shall reimburse the COMPANY for the reasonable documented out of pocket fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by the COMPANY or the STOCKHOLDERS pursuant to Section 12.1(iii); and further provided, however (and notwithstanding anything in Section 18.7 to the contrary), that the COMPANY and the STOCKHOLDERS shall reimburse VPI for the reasonable documented out of pocket fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement (but excluding the transactions contemplated by the Other Agreements) in the event that this Agreement is terminated by VPI pursuant to Section 12.1(iii).

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses relating to the transactions contemplated hereby. No party hereto shall be liable to any other party if the Agreement is terminated under Sections 12.1(i), (ii) (except as set forth therein), (iv) or (v), provided, however (and notwithstanding anything in Section 18.7 to the contrary), that VPI shall reimburse the COMPANY for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by the 60 COMPANY or the STOCKHOLDERS pursuant to Section 12.1(iii); and further provided, however (and notwithstanding anything in Section 18.7 to the contrary), that the COMPANY and the STOCKHOLDERS shall reimburse VPI for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by VPI pursuant to Section 12.1(iii).