Rights on Termination; Waiver. The representations, warranties, covenants, agreements and other obligations of the parties set forth in this Agreement shall terminate upon the termination of this Agreement pursuant to Section 8.1 hereof, except that the agreements set forth in Section 3.1, and Article VIII of this Agreement shall survive any such termination indefinitely, and each party to this Agreement shall retain any and all remedies which it may have for breach of contract provided by Law based on another party’s willful failure to comply with the terms of this Agreement. If any of the conditions set forth in Sections 7.1 and 7.2 of this Agreement have not been satisfied, First Federal may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement and if any of the conditions set forth in Sections 7.1 and 7.3 of this Agreement have not been satisfied, Frankfort First may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement. Any such election to proceed shall be evidenced by a certificate signed on behalf of the waiving party by an officer of that party.
Rights on Termination; Waiver. If this Agreement is terminated pursuant to Section 9.1 of this Agreement, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of any party (including its directors, officers, employees, agents, legal, accounting or financial advisors or other representatives) to the others, provided that: (a) the obligations of API and Acquisition contained in Sections 3.4(c), 9.2 and 9.5 of this Agreement shall survive any such termination; (b) the obligations of ZERO contained in Sections 3.4(c), 3.9(e), 9.2 and 9.5 of this Agreement shall survive any such termination; and (c) each party to this Agreement shall retain any and all remedies which it may have for breach of contract provided by Law based on another party's willful failure to comply with the terms of this Agreement. If any of the conditions set forth in Article VII of this Agreement have not been satisfied, API may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement and if any of the conditions set forth in Article VIII of this Agreement have not been satisfied, ZERO may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement. Any such election to proceed shall be evidenced by a certificate signed on behalf of the waiving party by an officer of that party.
Rights on Termination; Waiver. (a) If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under or pursuant to this Agreement shall terminated.
Rights on Termination; Waiver. If this Agreement is terminated pursuant to Section 12.1, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other, except for the obligations under Section 13.2; provided, however, that termination pursuant to clauses (b) or (c) of Section 12.1 shall not relieve any defaulting or breaching party from liability to the other party. Upon any termination of this Agreement, each party will return all documents, work papers and other material (including all copies) of the other party relating to the transactions contemplated by this Agreement.
Rights on Termination; Waiver. If this Agreement is terminated pursuant to Section 8.3 hereof, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other, except for violation of Section 5.9 (cooperation), and except that Buyer's obligations contained in Section 5.1(b) (confidentiality) of this Agreement shall survive any such termination. If any of the conditions set forth in Article VI of this Agreement have not been satisfied, Buyer may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement and, if any of the conditions set forth in Article VII of this Agreement have not been satisfied, Seller may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement.
Rights on Termination; Waiver. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other. Nothing contained in this Section 9.2 shall relieve any party from liability for fraud, intentional misrepresentation or willful breach of or with respect to this Agreement. If this Agreement is terminated other than pursuant to Section 9.1, the parties hereto shall retain all of their respective rights under applicable Law resulting from such termination.
Rights on Termination; Waiver. (a) Any termination of this Agreement pursuant to Section 4.1 shall be without prejudice to the terminating party's rights and remedies under this Agreement by reason of any violation of this Agreement occurring prior to such termination. In the event of a termination pursuant to Section 4.1, except as provided in Section 8.2(b) or Section 8.2(c) of the Merger Agreement, each party shall bear its own costs and expenses incurred with respect to the transactions contemplated hereby.
Rights on Termination; Waiver. If this Agreement is terminated pursuant to Section X.1 of this Agreement, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of any party to the others, provided that the obligations of the parties contained in Sections ?, III.3, Article IX, Section X.2 and Section X.5 of this Agreement shall survive any such termination. If any of the conditions set forth in Article VII of this Agreement have not been satisfied, Buyer may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement, and if any of the conditions set forth in Article VIII of this Agreement have not been satisfied, Seller may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement. Any such election to proceed shall be evidenced by a certificate signed on behalf of the waiving party by an officer of that party.
Rights on Termination; Waiver. (a) If this Agreement is terminated pursuant to Section 11.2(a), all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of either party to the other, except as otherwise provided in this Section 11.3, and except that the obligations contained in Sections 11.3(e), 12.8 and 12.13 shall survive any such termination. (b) In the event this Agreement is terminated by C&K and the Sellers pursuant to Section 11.2(c), as a result of Purchaser's failure to satisfy the conditions precedent to Closing set forth in Sections 7.2 and 7.3, then C&K and the Sellers may pursue any and all legal and or equitable remedies available to them pursuant to this Agreement as a result of such breach of this Agreement. (c) In the event that this Agreement is terminated by Purchaser as a result of C&K's or the Sellers' failure to satisfy the conditions precedent to Closing set forth in Sections 7.1 and 7.3, then Purchaser may pursue any and all legal and/or equitable remedies available to it pursuant to this Agreement as a result of such breach of this Agreement. (d) If any of the conditions set forth in Section 7.1 and 7.3 have not been satisfied, Purchaser may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. If any of the conditions set forth in Section 7.2 and 7.3 have not been satisfied, C&K and the Sellers may nevertheless elect to waive such conditions and proceed with the consummation of the transactions contemplated hereby. Any condition set forth in Sections 7.1, 7.2 and 7.3 which has not been fulfilled, complied with, satisfied or performed at or prior to the Closing Date shall be conclusively deemed waived if Purchaser, C&K and the Sellers consummate the Closing despite the lack of fulfillment, compliance with, satisfaction or performance of such condition, except that any such consummation of the Closing without the fulfillment, compliance, satisfaction or performance of any condition set forth in Sections 7.1 or 7.2 shall not relieve Purchaser, C&K, the Company or the Sellers from their respective indemnification obligations under Sections 9.2, 9.3, 9.5, and 9.6. (e) If this Agreement and the transactions provided for herein shall be terminated or abandoned for any reason whatsoever prior to or at the Closing, each party shall return to the other parties any and all Confidential Information furnished to such party in connection herewith and h...
Rights on Termination; Waiver. (a) If this Agreement is terminated pursuant to Section 12.1(a), or 12.1(b), or 12.1(c), or 12.1(d), all further obligations of the parties under or pursuant to this Agreement shall immediately terminate without further liability of any party to the other.
