No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does not occur by the date that is twelve (12) months after the date of this Agreement, then (A) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) and Article 4 and (B) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement.
No Liabilities in Event of Termination; Certain Covenants. (a) In the event that Pubco determines in writing to abandon the IPO, or, unless Pubco, the Company, WTM, Insignia and the Founders otherwise agree, the IPO Closing has not occurred by the tenth Business Day following the date of this Agreement, (A) this Agreement shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 4.4, Section 4.7, Section 4.8 and Section 4.11 and (B) there shall be no liability on the part of any of the Parties hereto, except that such termination shall not preclude any Party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination.
No Liabilities in Event of Termination; Certain Covenants. In the event that Norcraft determines in writing to abandon the IPO prior to the occurrence of each of the events described in Sections 4 and 5, (i) this Agreement shall automatically terminate and be of no further force or effect except for this Section 7 and Sections 11(c), (f), (g), (j) and (k) and (ii) there shall be no liability on the part of any of the Parties hereto, except that such termination shall not preclude any Party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other Parties of any representation, warranty, covenant or agreement contained herein prior to such termination. In the event that Norcraft determines to abandon the IPO after the occurrence of some or all of the events described in Sections 4 and 5, the Parties agree, as applicable, (a) to amend the applicable Reorganization Documents so that the governance, transfer restrictions, liquidity rights and other provisions therein with respect to Holdings and each of their respective direct and indirect subsidiaries correspond in the aggregate in all substantive respects with the provisions contained in the Old Holdings LP Agreement and (b) to the extent possible and without material adverse effect on any Party, to rescind the other transfers, exchanges and other actions described in Section 4 and consummated prior to such abandonment.
No Liabilities in Event of Termination; Certain Covenants. (a) In the event that the IPO is abandoned or the IPO Closing has not occurred by [●], 2018, (i) this Reorganization Agreement shall automatically terminate and be of no further force or effect except for this Section 2.03 and Article 4 and (ii) there shall be no liability on the part of any of the parties hereto, except that such termination shall not preclude any party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination.
No Liabilities in Event of Termination; Certain Covenants. In the event that the GA Parties, H&F GP and the Board determine to abandon the IPO prior to the occurrence of the events described in Section 2.1(a) or Section 2.1(b) or, unless H&F GP and the GA Parties otherwise agree, the events described in Section 2.1(a) do not occur by September 30, 2009, (a) this Agreement shall automatically terminate and be of no further force or effect except for this Section 2.3 and Sections 4.3, 4.6, 4.7, 4.9 and 4.10 and (b) there shall be no liability on the part of any of the parties hereto, except that such termination shall not preclude any party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination. In the event that the GA Parties, H&F GP and the Board determine to abandon the IPO after the occurrence of any of the events described in Section 2.1(a), Section 2.1(b) or Section 2.1(c) or the IPO is not completed by September 30, 2009, the parties agree, as applicable, to amend the Stockholders Agreement and the limited liability company agreement of EBS Master so that the governance, transfer restrictions, liquidity rights and other related provisions therein with respect to the Company, the Company’s Subsidiaries and the Company’s and EBS Masters’ securities correspond in all substantive respects with the provisions contained in the Fifth Amended and Restated Limited Liability Company Agreement of EBS Master as in effect on the date hereof. Prior to the IPO and after any abandonment of the IPO, except as expressly contemplated by this Agreement and subject to the immediately preceding sentence, the Company, as Managing Member of EBS Master, will not: take any action or cause or permit EBS Master to take any action that, under the Fifth Amended and Restated Limited Liability Company Agreement of EBS Master as in effect on the date hereof, would require the consent or approval of one or more of the H&F Members (as defined in the Fifth Amended and Restated LLC Agreement) or the unanimous consent of the board of directors of EBS Master; or amend the certificate of incorporation of the Company; or issue or repurchase, redeem or otherwise acquire any units or other equity interests of EBS Master or any capital stock of the Company; or declare or pay any dividends or distributions on the capital stock of the Company; or effect any subdivision or combination of the outstanding...
No Liabilities in Event of Termination; Certain Covenants. (a) In the event that the IPO is abandoned or, unless Pubco, the Company, KKR, on behalf of the KKR Parties, and SL, on behalf of the SL Parties, otherwise agree, the IPO Closing has not occurred by [ ], 2015, (a) this Agreement shall automatically terminate and be of no further force or effect except for this Section 2.3 and Article IV and (b) there shall be no liability on the part of any of the parties hereto, except that such termination shall not preclude any party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination.
No Liabilities in Event of Termination; Certain Covenants. In the event that TMHC determines in writing to abandon the IPO prior to the occurrence of the events described in Section 2, (A) this Agreement shall automatically terminate and be of no further force or effect except for this Section 6 and Sections 8(c), (f), (g), (j) and (k) and (B) there shall be no liability on the part of any of the Parties hereto, except that such termination shall not preclude any Party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other Parties of any representation, warranty, covenant or agreement contained herein prior to such termination. In the event that TMHC determines to abandon the IPO after the occurrence of some or all of the events described in Section 2, the Parties agree, as applicable, to amend the TMHC Stockholders Agreement, the TMHI Governance Agreement, the Monarch Governance Agreement, the TMHC Registration Rights Agreement, the Exchange Agreement and the limited partnership agreements of New TMM, TPG Cayman, Oaktree Cayman and the Partnership so that the governance, transfer restrictions, liquidity rights and other provisions therein with respect to New TMM, TPG Cayman, Oaktree Cayman, the Partnership and each of their respective direct and indirect subsidiaries correspond in the aggregate in all substantive respects with the provisions contained in the Original LPA, the Canadian Parent Governance Agreement (as defined in the Original LPA), the US Parent Governance Agreement (as defined in the Original LPA), the General Partner Stockholders Agreement (as defined in the Original LPA) and the Registration Rights Agreement, dated as of July 13, 2011, by and among the Partnership, Builders, Toeis, Oaktree TM, JHI Holding and the other parties thereto.
No Liabilities in Event of Termination; Certain Covenants. (a) In the event that the IPO is abandoned or, unless the Board, the Company and the GA Parties otherwise agree, the IPO Closing has not occurred by September 30, 2021, (a) this Agreement shall automatically terminate and be of no further force or effect except for this Section 2.3 and Sections 4.1, 4.2, 4.3, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 and (b) there shall be no liability on the part of any of the parties hereto, except that such termination shall not preclude any party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination.
No Liabilities in Event of Termination; Certain Covenants. In the event that Planet determines to abandon the IPO after the occurrence of some or all of the events described in Section 3, the Parties agree, as applicable, (a) to amend the applicable Recapitalization Documents so that the governance, transfer restrictions, liquidity rights and other provisions therein with respect to Pla-Fit and each of its respective direct and indirect subsidiaries correspond in the aggregate in all substantive respects with the provisions contained in the Existing LLC Agreement and (b) to the extent possible and without material adverse effect on any Party, to rescind the other transfers, exchanges and other actions described in Section 3 and consummated prior to such abandonment.
No Liabilities in Event of Termination; Certain Covenants. In the event that PetIQ Corporation determines to abandon the IPO (whether before or after the Pricing) or in the event that the Pricing does not occur by December 31, 2017, after the occurrence of some or all of the events described in Section 3, the Parties agree, as applicable, (a) to amend the applicable Recapitalization Documents so that the governance, transfer restrictions, liquidity rights and other provisions therein with respect to PetIQ Corporation and each of its respective direct and indirect subsidiaries correspond in the aggregate in all substantive respects with the provisions contained in the Existing LLC Agreement and (b) to the extent possible and without material adverse effect on any Party, to rescind the other transfers, exchanges and other actions described in Section 3 and consummated prior to such abandonment or such failure of the Pricing to occur, as applicable. Notwithstanding anything to the contrary herein, each of the Parties hereto hereby agrees that in the event PetIQ Corporation undergoes a stock split or a reverse stock split prior to the closing of the IPO, Schedule I hereto shall automatically be amended to reflect such stock split or reverse stock split by adjusting the number of Common Units and the shares of Class B Common Stock in the same proportion as such stock split or reverse stock split.
