Common use of Procedure for Termination Clause in Contracts

Procedure for Termination. In the event of termination of this Agreement pursuant to Section 7.1, written notice thereof shall immediately be given by the Seller, or the Buyer to the other, as applicable, and, except as provided in this Section 7.2, this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement shall be abandoned without further action by the Seller, the Company or the Buyer. If this Agreement is terminated under Section 7.1: (a) each Party shall treat all documents, work papers and other materials of the other Party relating to the transactions contemplated by this Agreement, whether obtained before or after the execution of this Agreement, in accordance with the obligations set forth in the Confidentiality Agreement; (b) all filings, applications and other submissions made pursuant hereto shall, at the discretion of the Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of the Seller, the Company or the Buyer or any of their Affiliates or any of their respective Representatives, except (i) that nothing in this Section 7.2 shall relieve any Party from liability for intentional fraud, a willful breach hereof or willful failure to perform its obligations hereunder and (ii) the provisions of Section 5.1(b), this Section 7.2 and Article IX shall survive any such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of the Buyer or the Seller to close the Acquisition following the satisfaction or waiver of such Parties’ conditions to closing set forth in Article VI shall be considered a willful breach by the applicable Parties of such Parties’ covenants hereunder.

Procedure for Termination. In the event of termination of this Agreement pursuant to Section 7.18.1, written notice thereof shall immediately be given by the Seller, Seller or the Buyer to the other, as applicable, and, except as provided in this Section 7.28.2, this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement shall be abandoned without further action by the Seller, the Company Seller or the Buyer. If this Agreement is terminated under Section 7.18.1: (a) each Party shall treat all documents, work papers and other materials of the other Party relating to the transactions contemplated by this Agreement, whether obtained before or after the execution of this Agreement, in accordance with the obligations set forth in the Confidentiality Agreement; (b) all filings, applications and other submissions made pursuant hereto shall, at the discretion of the Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of the Seller, the Company Seller or the Buyer or any of their Affiliates or any of their respective Representatives, except (i) that nothing in this Section 7.2 8.2 shall relieve any Party from liability for intentional fraud, a willful breach hereof by such Party of any of its representations, warranties, covenants or agreements set forth in this Agreement or a willful failure by such Party to perform its obligations hereunder and (ii) the provisions of Section 5.1(b6.1(c), this Section 7.2 8.2, Article X and Article IX XI shall survive any such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of the Buyer or the Seller to close the Acquisition following the satisfaction or waiver of such Parties’ conditions to closing set forth in Article VI VII shall be considered a willful breach by the applicable Parties of such Parties’ covenants hereunder.

Procedure for Termination. In the event of termination of Each party hereto terminating this Agreement pursuant to Section 7.1, 10.1 shall give written notice thereof shall immediately be given by the Sellerto each other party hereto, or the Buyer to the other, as applicable, and, except as provided in whereupon this Agreement (other than this Section 7.2, this Agreement 10.2 and Section 12.3 and Section 14 (excluding Section 11.1)) shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement herein shall be abandoned without further action by the Seller, the Company or the Buyer. If this Agreement is terminated under Section 7.1: (a) each Party shall treat all documents, work papers any party and other materials of the other Party relating to the transactions contemplated by this Agreement, whether obtained before or after the execution of this Agreement, in accordance with the obligations set forth in the Confidentiality Agreement; (b) all filings, applications and other submissions made pursuant hereto shall, at the discretion of the Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of the Sellerany party; provided, the Company or the Buyer or any of their Affiliates or any of their respective Representativeshowever, except (i) that nothing in this Section 7.2 shall relieve any Party from liability for intentional fraud, a willful breach hereof or willful failure to perform its obligations hereunder and (ii) the provisions of Section 5.1(b), this Section 7.2 and Article IX shall survive any if such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of termination is by the Buyer or the Seller Company and Sellers pursuant to close Section 10.1(c) or 10.1(d), as the Acquisition following case may be, and results from (a) the satisfaction deliberate failure of any party to fulfill a condition of performance of the obligations of the other party under this Agreement, (b) the failure of any party to perform a material covenant under this Agreement, or waiver (c) the material breach by any party of any representation or warranty contained in this Agreement, and, at the time of termination the terminating party was not in breach of its obligations under this Agreement such that the non-terminating party would have been entitled to terminate this Agreement, such non-terminating party shall be liable for any damages incurred or suffered by the other party as a result of such Parties’ conditions -43- failure or breach; and provided, further, that if the Closing does not occur, no party may bring any legal action, suit or Proceeding relating to closing set forth any claimed breach or violation of this Agreement, excluding a breach of Section 6.6, unless such party has first terminated this Agreement in Article VI shall accordance with this Section 10. No claim for indemnification may be considered a willful breach asserted by Buyer after the expiration of the applicable Parties of representation, warranty or covenant, but any such Parties’ covenants hereunderclaim theretofore asserted may be pursued after such expiration.

Procedure for Termination. In the event of termination of Each party hereto terminating this Agreement pursuant to Section 7.1, 10.1 shall give written notice thereof shall immediately be given by the Sellerto each other party hereto, or the Buyer to the other, as applicable, and, except as provided in whereupon this Agreement (other than this Section 7.2, this Agreement 10.2 and Section 12.3 and Section 14 (excluding Section 11.1)) shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement herein shall be abandoned without further action by the Seller, the Company or the Buyer. If this Agreement is terminated under Section 7.1: (a) each Party shall treat all documents, work papers any party and other materials of the other Party relating to the transactions contemplated by this Agreement, whether obtained before or after the execution of this Agreement, in accordance with the obligations set forth in the Confidentiality Agreement; (b) all filings, applications and other submissions made pursuant hereto shall, at the discretion of the Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of the Sellerany party; provided, the Company or the Buyer or any of their Affiliates or any of their respective Representativeshowever, except (i) that nothing in this Section 7.2 shall relieve any Party from liability for intentional fraud, a willful breach hereof or willful failure to perform its obligations hereunder and (ii) the provisions of Section 5.1(b), this Section 7.2 and Article IX shall survive any if such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of termination is by the Buyer or the Seller Company and Sellers pursuant to close Section 10.1(c), 10.1(d) or 10.1(e), as the Acquisition following case may be, and results from (a) the satisfaction deliberate failure of any party to fulfill a condition of performance of the obligations of the other party under this Agreement, (b) the failure of any party to perform a material covenant under this Agreement, or waiver (c) the material breach by any party of any representation or warranty contained in this Agreement, and, at the time of termination the terminating party was not in breach of its obligations under this Agreement such that the non-terminating party would have been entitled to terminate this Agreement, such non-terminating party shall be liable for any damages incurred or suffered by the other party as a result of such Parties’ conditions failure or breach; and provided, further, that if the Closing does not occur, no party may bring any legal action, suit or Proceeding relating to closing set forth any claimed breach or violation of this Agreement, excluding a breach of Section 6.6, unless such party has first terminated this Agreement in Article VI shall accordance with this Section 10. No claim for indemnification may be considered a willful breach asserted by Buyer after the expiration of the applicable Parties of representation, warranty or covenant, but any such Parties’ covenants hereunderclaim theretofore asserted may be pursued after such expiration.

Procedure for Termination. In the event of termination of this Agreement pursuant to Section 7.1, written notice thereof shall immediately be given by the Seller, Seller or the Buyer to the other, as applicable, and, except as provided in this Section 7.2, this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement shall be abandoned without further action by the Seller, the Company or the Buyer. If this Agreement is terminated under Section 7.1: (a) each Party shall treat all documents, work papers and other materials of the other Party relating to the transactions contemplated by this Agreement, whether obtained before or after the execution of this Agreement, in accordance with the obligations set forth in the Confidentiality Agreement; (b) all filings, applications and other submissions made pursuant hereto shall, at the discretion of the Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of the Seller, the Company or the Buyer or any of their Affiliates or any of their respective Representatives, except (i) that nothing in this Section 7.2 shall relieve any Party from liability for intentional fraudFraud, a willful breach hereof or willful failure to perform its obligations hereunder and (ii) the provisions of Section 5.1(b5.1(c), this Section 7.2 and Article IX VIII shall survive any such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of the Buyer or the Seller to close the Acquisition following the satisfaction or waiver of such Parties’ conditions to closing set forth in Article VI shall be considered a willful breach by the applicable Parties of such Parties’ covenants hereunder.

Procedure for Termination. In the event of termination of this Agreement pursuant to Section 7.1, written notice thereof shall immediately be given by the Seller, Seller or the Buyer to the other, as applicable, and, except as provided in this Section 7.2, this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement shall be abandoned without further action by the Seller, the Company Seller or the Buyer. If this Agreement is terminated under Section 7.1: (a) each Party shall treat all documents, work papers and other materials of the other Party relating to the transactions contemplated by this Agreement, whether obtained before or after the execution of this Agreement, in accordance with the obligations set forth in the Confidentiality Agreement; (b) all filings, applications and other submissions made pursuant hereto shall, at the discretion of the Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of the Seller, the Company Seller or the Buyer or any of their Affiliates or any of their respective Representatives, except (i) that nothing in this Section 7.2 shall relieve any Party from liability for intentional fraud, a willful breach hereof or willful failure to perform its obligations hereunder and (ii) the provisions of Section 5.1(b5.1(f), this Section 7.2 7.2, Article VIII and Article IX shall survive any such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of the Buyer or the Seller to close the Acquisition following the satisfaction or waiver of such Parties’ conditions to closing set forth in Article VI shall be considered a willful breach by the applicable Parties of such Parties’ covenants hereunder.

Procedure for Termination. In the event of termination of this Agreement pursuant to Section 7.18.01, written notice thereof shall immediately be given by the Seller, Seller or the Buyer to the otherother parties, as applicable, and, except as provided in this Section 7.28.02, this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement shall be abandoned without further action by the Seller, the Company Seller or the Buyer. If this Agreement is terminated under Section 7.18.01: (a) each Party party shall treat all documents, work papers and other materials of the other Party party relating to the transactions contemplated by this Agreement, whether obtained before or after the execution of this Agreement, in accordance with the obligations set forth in the Confidentiality Agreement; (b) all filings, applications and other submissions made pursuant hereto shall, at the discretion of the Seller, and to the extent practicable, be withdrawn from the agency or other person Person to which they were made; and (c) there shall be no liability or obligation under this Agreement on the part of the Seller, the Company Seller or the Buyer or any of their Affiliates or any of their respective Representatives, except (i) that nothing in this Section 7.2 8.02 shall relieve any Party party from liability for intentional fraudFraud, a willful breach hereof or willful failure to perform its obligations hereunder and (ii) the provisions of Section 5.1(b)6.02, Section 6.08, Section 6.12, and this Section 7.2 and Article IX 8.02 shall survive any such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of the Buyer or the Seller to close the Acquisition transactions contemplated by this Agreement following the satisfaction or waiver of such Parties’ party’s conditions to closing set forth in Article VI VII shall be considered a willful breach by the applicable Parties party of such Parties’ party’s covenants hereunder.

Procedure for Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.16.1 hereof, written notice thereof shall immediately forthwith be given by the Seller, or the Buyer party so terminating to the other, as applicable, and, except as provided in this Section 7.2, other parties and this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement hereby shall be abandoned abandoned, without further action by the Seller, the Company or the Buyeraction. If this Agreement is terminated under pursuant to Section 7.16.1 hereof: (a) 6.2.1 each Party party shall treat redeliver all documents, work papers papers, and other materials of the any other Party party relating to the transactions contemplated by this Agreementhereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Buyer or any of this Agreementits affiliates, including, without limitation, MATEP LLC, and Management Company with respect to Harvard, MATEP, or CMC shall be treated in accordance with the obligations set forth in the Confidentiality AgreementSection 4.2.2 hereof; (b) 6.2.2 all filings, applications applications, and other submissions to Governmental Entities made pursuant hereto shall, at the discretion option of the SellerHarvard, MATEP, or CMC and to the extent practicable, be withdrawn from the agency or other person to which they are made; and (c) 6.2.3 there shall be no liability or obligation under this Agreement hereunder on the part of the SellerBuyer, the Company or the Buyer or any of their Affiliates MATEP LLC, Harvard, MATEP, CMC or any of their respective Representativesdirectors, officers, employees, affiliates, controlling persons, governing boards, agents, or representatives, except (i) that nothing in this Section 7.2 shall relieve any Party from Buyer or MATEP LLC, on the one hand, or Harvard, MATEP, or CMC, on the other hand, may have liability for intentional fraud, to the other if the basis of termination is a willful breach hereof negligent or willful failure by Buyer or MATEP LLC, or by Harvard, MATEP, or CMC, as the case may be, to perform its obligations hereunder under this Agreement, and (ii) except that the obligation to treat information in a confidential manner, as set forth in Section 4.10.3 hereof, and the provisions of Section 5.1(b), this Section 7.2 6.2 and Article IX Sections 9.2, 9.6, 9.7, 9.10, and 9.11 hereof shall survive any such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of the Buyer or the Seller to close the Acquisition following the satisfaction or waiver of such Parties’ conditions to closing set forth in Article VI shall be considered a willful breach by the applicable Parties of such Parties’ covenants hereunder.

Procedure for Termination. In the event of termination of A party terminating this Agreement pursuant to Section 7.1, 12.1 shall give written notice thereof shall immediately be given by the Sellerto each other party hereto, or the Buyer to the other, as applicable, and, except as provided in this Section 7.2, whereupon this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement hereby shall be abandoned without further action by the Seller, the Company or the Buyerany party. If this Agreement is terminated under as permitted by this Section 7.1: 12, such termination shall be without liability of any party (aor any of its Affiliates, Representatives or Representatives of its Affiliates) each Party to any other party to this Agreement; provided, however, that if such termination is by Buyer pursuant to Section 12.1(a) or (c) as a result of a material breach by the Company, any Guarantor, any Principal Stockholder or any other Seller of any representation, warranty or covenant contained in this Agreement, or if such termination is by Sellers' Representative pursuant to Section 12.1(a) or (d) as a result of a material breach by Buyer of any representation, warranty or covenant contained in this Agreement, nothing herein shall treat all documents, work papers and affect the non-breaching party's right to (i) Damages on account of such other materials party's breach or (ii) to compel specific performance of the other Party relating to the transactions contemplated by parties hereto of their obligations under this Agreement. Notwithstanding the foregoing, whether obtained before or after the execution of this Agreement, in accordance with the obligations provisions set forth in the Confidentiality Agreement; (b) all filingslast sentence of Section 6.3, applications Section 9.2, Section 14, Section 15 and other submissions made pursuant hereto shall, at the discretion of the Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of the Seller, the Company or the Buyer or any of their Affiliates or any of their respective Representatives, except (i) that nothing in this Section 7.2 shall relieve any Party from liability for intentional fraud, a willful breach hereof or willful failure to perform its obligations hereunder and (ii) the provisions of Section 5.1(b), this Section 7.2 and Article IX 12.2 shall survive any such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of the Buyer or the Seller to close the Acquisition following the satisfaction or waiver of such Parties’ conditions to closing set forth in Article VI shall be considered a willful breach by the applicable Parties of such Parties’ covenants hereunder.

Procedure for Termination. In the event of termination of A party terminating this Agreement pursuant to Section 7.1, 13.1 shall give written notice thereof shall immediately be given by the Sellerto each other party hereto, or the Buyer to the other, as applicable, and, except as provided in this Section 7.2, whereupon this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement hereby shall be abandoned without further action by the Seller, the Company or the Buyerany party. If this Agreement is terminated as permitted by this Section 13, such termination shall be without liability of any party (or any of its Affiliates, Representatives or Representatives of its Affiliates) to any other party to this Agreement; provided, however, that if such termination is by Buyer pursuant to Section 13.1(a) or (c) as a result of a material breach by the Company or any Seller of any representation, warranty or covenant contained in this Agreement, or if such termination is by Sellers' Representative pursuant to Section 13.1(a) or (d) as a result of a material breach by Buyer or Guarantor of any representation, warranty or covenant contained in this Agreement, nothing herein shall affect the non-breaching party's right to (i) Damages on account of such other party's breach or (ii) to compel specific performance of the other parties hereto of their obligations under this Agreement. Except to the extent appropriate in connection with enforcing or preserving any rights or obligations it may have arising out of such termination, in the event that this Agreement and the transactions contemplated hereby are terminated pursuant to Section 7.1: (a) 13.1, this Agreement shall terminate, each Party party hereto shall treat return or destroy all documents, work papers documents and other materials of received from the other Party parties hereto relating to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and all confidential information received by this Agreement, whether obtained before or after the execution of this Agreement, each party hereto with respect to any other party hereto shall be treated in accordance with the obligations terms of Section 8.1 (confidentiality); provided, however, that the provisions set forth in the Confidentiality Agreement; Section 8.1 (bconfidentiality), Section 8.4 (Non-Solicitation), Section 9.3 (public announcements), Section 15 (Sellers' Representative), Section 16 (Miscellaneous) all filings, applications and other submissions made pursuant hereto shall, at the discretion of the Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of the Seller, the Company or the Buyer or any of their Affiliates or any of their respective Representatives, except (i) that nothing in this Section 7.2 shall relieve any Party from liability for intentional fraud, a willful breach hereof or willful failure to perform its obligations hereunder and (ii) the provisions of Section 5.1(b), this Section 7.2 and Article IX 13.2 shall survive any such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of the Buyer or the Seller to close the Acquisition following the satisfaction or waiver of such Parties’ conditions to closing set forth in Article VI shall be considered a willful breach by the applicable Parties of such Parties’ covenants hereunder.

Procedure for Termination. In the event of termination of A party terminating this Agreement pursuant to Section 7.1, 13.1 shall give written notice thereof shall immediately be given by the Sellerto each other party hereto, or the Buyer to the other, as applicable, and, except as provided in this Section 7.2, whereupon this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated by this Agreement hereby shall be abandoned without further action by the Seller, the Company or the Buyerany party. If this Agreement is terminated under as permitted by this Section 7.1: 13, such termination shall be without liability of any party (aor any of its Affiliates, Representatives or Representatives of its Affiliates) to any other party to this Agreement; provided, however, that if such termination is by Buyer pursuant to Section 13.1(c) as a result of a material breach by CTI or the Company, as applicable, of any representation, warranty or covenant contained in this Agreement, or if such termination is by CTI pursuant to Section 13.1(d) as a result of a material breach by Buyer of any representation, warranty or covenant contained in this Agreement, nothing herein shall affect the non-breaching party’s right to damages on account of such other party’s breach (subject to the limitations set forth in Section 14.7). Except to the extent required in connection with enforcing or preserving any rights or obligations it may have arising out of such termination, in the event that this Agreement and the transactions contemplated hereby are terminated pursuant to Section 13.1, this Agreement shall terminate, each Party party hereto shall treat return or destroy all documents, work papers documents and other materials of received from the other Party parties hereto relating to this Agreement and the other Transaction Documents and the transactions contemplated by this Agreementhereby and thereby; provided, whether obtained before or after however, that the execution of this Agreement, in accordance with the obligations provisions set forth in the Confidentiality Agreement; (b) all filingsSection 7.5, applications Section 7.6(a), Section 8.1, Section 8.4, Section 9.3, Section 14.7, Section 15 and other submissions made pursuant hereto shall, at the discretion of the Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of the Seller, the Company or the Buyer or any of their Affiliates or any of their respective Representatives, except (i) that nothing in this Section 7.2 shall relieve any Party from liability for intentional fraud, a willful breach hereof or willful failure to perform its obligations hereunder and (ii) the provisions of Section 5.1(b), this Section 7.2 and Article IX 13.2 shall survive any such termination. For the avoidance of doubt, and without limiting the foregoing, any failure of the Buyer or the Seller to close the Acquisition following the satisfaction or waiver of such Parties’ conditions to closing set forth in Article VI shall be considered a willful breach by the applicable Parties of such Parties’ covenants hereunder.