Common use of Procedures Upon Termination Clause in Contracts

Procedures Upon Termination. If this Agreement terminates prior to the Closing for any reason (other than an Event of Owner’s Default), then in addition to all other applicable provisions of this Agreement with respect to termination of this Agreement, the following shall apply: (a) Each party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination; (b) Escrow Holder shall return all documents to the respective parties who delivered such documents to Escrow (unless otherwise specified in this Agreement); (c) Within two (2) business days after either party gives written notice to the other party and Escrow Holder of such termination, Escrow Holder shall record the Quit Claim in the Official Records of Santa C▇▇▇▇ County subject to the terms and conditions of Section 1.2 above; (d) Developer and Owner shall each pay one-half ( 1/2) of Escrow Holder’s escrow cancellation fees, if any; (e) Developer shall return to Owner all Due Diligence Documents (defined in Section 6.1) in Developer’s possession or control; (f) Developer shall transfer, deliver and assign to Owner on a non-exclusive basis, without representation and warranty, and to the extent assignable (provided Developer must use commercially reasonable efforts when contracting with third parties to allow assignment to Owner pursuant to this Paragraph 4.8(f)), any and all right, title and interest in and to any inspection reports, due diligence reports, plans, specifications, drawings, surveys, permits, and other tangible and intangible property prepared by, or for, Developer and related to the Property; and (g) Neither party shall have any further rights or obligations under this Agreement, except that the provisions of this Agreement setting forth indemnity obligations or setting forth confidentiality obligations shall continue to apply after termination of this Agreement.

Procedures Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both such Parties, pursuant to Section 3.4 hereof, written notice thereof shall forthwith be given to the other Party or Parties, and this Agreement shall terminate, and the purchase and assumption of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall be abandoned, without further action by Purchaser or Seller. If this Agreement terminates prior is terminated as provided herein, each Party shall return all documents, work papers and other material of any other Party related to the Closing for any reason transactions contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same. If this Agreement is terminated pursuant to Section 3.4(a), Section 3.4(b) (other than an Event of Owner’s DefaultSection 3.4(b)(ii)) or Section 3.4(c), then Seller shall pay in addition cash to all Purchaser the Expense Reimbursement. The obligations of Seller to pay Purchaser the Expense Reimbursement pursuant to the foregoing sentence (i) ) upon entry of (x) a final order approving the DIP Financing Agreement and (y) a sales procedure order in form and substance acceptable to ▇▇▇▇▇ Fargo Bank, N.A. that approves, inter alia, the Stalking Horse Bid Protections as such term is defined in the Order approving the DIP Financing Agreement, shall be included within the Carveout as such term is defined in the DIP Financing Agreement and related Order approving same, (ii) shall not be subordinate to any other applicable provisions administrative expense claim against Seller, and (iii) shall survive the termination of this Agreement in accordance with Section 3.6. In addition, if this Agreement is terminated pursuant to Section 3.4(b)(ii) or Section 3.4(e), Seller shall pay to Purchaser the Expense Reimbursement and the Break-Up Fee. Furthermore, if this Agreement is terminated pursuant to Section 3.4(b) (other than Section 3.4(b)(ii)) or Section 3.4(c) and within twelve (12) months of such termination the Seller consummates an Alternative Transaction or enters into an agreement with respect to an Alternative Transaction (that is ultimately consummated), Seller shall pay to Purchaser the Expense Reimbursement and the Break-Up Fee. In each of the foregoing cases of termination, upon payment of the applicable Expense Reimbursement and/or Break-Up Fee payable under this Section 3.5, the Parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreement, the following shall apply: (a) Each party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination; (b) Escrow Holder shall return all documents to the respective parties who delivered such documents to Escrow (unless otherwise specified in this Agreement); (c) Within two (2) business days after either party gives written notice to the other party and Escrow Holder of such termination, Escrow Holder shall record the Quit Claim in the Official Records of Santa C▇▇▇▇ County subject to the terms and conditions of Section 1.2 above; (d) Developer and Owner shall each pay one-half ( 1/2) of Escrow Holder’s escrow cancellation fees, if any; (e) Developer shall return to Owner all Due Diligence Documents (defined described in Section 6.1) in Developer’s possession or control; (f) Developer shall transfer3.6. Upon payment of the Expense Reimbursement and Break-Up Fee payable under this Section 3.5, deliver and assign to Owner on a non-exclusive basis, without representation and warranty, and to the extent assignable (provided Developer must use commercially reasonable efforts when contracting with third parties to allow assignment to Owner pursuant to this Paragraph 4.8(f)), any and all right, title and interest in and to any inspection reports, due diligence reports, plans, specifications, drawings, surveys, permits, and other tangible and intangible property prepared by, or for, Developer and related to the Property; and (g) Neither party Parties shall have no further obligations to one another except for any further rights or obligations under this Agreementthat, except that by their terms, survive the provisions of this Agreement setting forth indemnity obligations or setting forth confidentiality obligations shall continue to apply after termination of this Agreement, as described in Section 3.6. If this Agreement is terminated pursuant to Section 3.4(d), the Deposit shall be payable to Seller, pursuant to an instruction to the Escrow Agent by Seller, in which case the Deposit shall be delivered to an account designated by Seller by wire transfer of immediately available funds, and the Parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreement as described in Section 3.6. Notwithstanding anything to the contrary contained in this Agreement, if Purchaser shall default under or breach any of its obligations in this Agreement, the Deposit shall constitute Seller’s full and complete liquidated damages and Seller’s sole and exclusive remedy against Purchaser or any of its Affiliates or their respective partners, officers, directors and shareholders for any and all damages suffered or incurred by Seller in connection with this Agreement or any Ancillary Document, any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such abandonment or termination.

Procedures Upon Termination. In the event of termination and abandonment by Purchaser or Sellers, or both such Parties, pursuant to Section 3.4 hereof, written notice thereof shall forthwith be given to the other Party or Parties, and this Agreement shall terminate, and the purchase of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall be abandoned, without further action by Purchaser or Sellers. If this Agreement terminates prior is terminated as provided herein, each Party shall return all documents, work papers and other material of any other Party relating to the Closing for any reason transactions contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same. If (other than an Event of Owner’s Defaulti) this Agreement is terminated pursuant to Sections 3.4(b), then 3.4(c), 3.4(d), 3.4(e), 3.4(f), 3.4(g), 3.4(h), 3.4(i), 3.4(j), 3.4(k), 3.4(m), 3.4(n) or 3.4(o) and (ii) Purchaser has complied in addition to all other applicable provisions of material respects with all obligations required under this Agreement to be performed by it through the date of termination, Sellers shall pay in cash to Purchaser the Expense Reimbursement. Purchaser’s right to receive payment of the Expense Reimbursement from Sellers shall be the sole and exclusive remedy available to Purchaser against Sellers or any of the their respective former, current officers, directors, Affiliates or agents with respect to this Agreement and the transactions contemplated hereby. The Parties expressly agree acknowledge that (i) it would be extremely difficult or impracticable to ascertain the actual damages that would incurred in the event of a termination in the circumstances in which the Expense Reimbursement is payable in accordance with this Agreement and (ii) the Expense Reimbursement is not a penalty, but rather they constitute liquidated damages in a reasonable amount that will compensate Purchaser in the circumstances in which such amounts are payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance upon this Agreement and on the expectation for the consummation of the transactions contemplated hereby, and (iii) the agreement contained in this Section 3.5, are an integral part of the transactions contemplated by this Agreement, and that without these provisions, the following shall apply: (a) Each party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination; (b) Escrow Holder shall return all documents to the respective parties who delivered such documents to Escrow (unless otherwise specified in this Agreement); (c) Within two (2) business days after either party gives written notice to the other party and Escrow Holder of such termination, Escrow Holder shall record the Quit Claim in the Official Records of Santa C▇▇▇▇ County subject to the terms and conditions of Section 1.2 above; (d) Developer and Owner shall each pay one-half ( 1/2) of Escrow Holder’s escrow cancellation fees, if any; (e) Developer shall return to Owner all Due Diligence Documents (defined in Section 6.1) in Developer’s possession or control; (f) Developer shall transfer, deliver and assign to Owner on a non-exclusive basis, without representation and warranty, and to the extent assignable (provided Developer must use commercially reasonable efforts when contracting with third parties to allow assignment to Owner pursuant to this Paragraph 4.8(f)), any and all right, title and interest in and to any inspection reports, due diligence reports, plans, specifications, drawings, surveys, permits, and other tangible and intangible property prepared by, or for, Developer and related to the Property; and (g) Neither party shall have any further rights or obligations under this Agreement, except that the provisions of this Agreement setting forth indemnity obligations or setting forth confidentiality obligations shall continue to apply after termination of Parties would not enter into this Agreement.