Common use of Rights on Termination; Waiver Clause in Contracts

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 Wisconsin Energy and Acquisition contained in Sections 3.4(b), 3.9(f), 9.2 and 9.5 of this Agreement shall survive any such termination; (b) the obligations of WICOR contained in Sections 3.4(b), 3.9(e), 3.9(g), 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, Wisconsin Energy 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, WICOR 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 Wisconsin Energy API and Acquisition contained in Sections 3.4(b), 3.9(f3.4(c), 9.2 and 9.5 of this Agreement shall survive any such termination; (b) the obligations of WICOR ZERO contained in Sections 3.4(b3.4(c), 3.9(e), 3.9(g), 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, Wisconsin Energy 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, WICOR 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. 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 Wisconsin Energy Parent, Acquisition and Acquisition Agility contained in Sections 3.4(b), 3.9(f), 9.2 and 9.5 of this Agreement shall survive any such termination; (b) the obligations of WICOR contained in Sections 3.4(b), 3.9(e), 3.9(g)3.1, 9.2 and 9.5 of this Agreement shall survive any such termination; and (cb) 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, Wisconsin Energy Parent may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement and if the conditions set forth in Article VIII of this Agreement have been satisfied or waived. If any of the conditions set forth in Article VIII of this Agreement have not been satisfied, WICOR Agility may nevertheless elect to proceed with the consummation of the transactions contemplated by this AgreementAgreement if the conditions set forth in Article VII of this Agreement have been satisfied or waived. 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 Agreement8.1 hereof, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of any either party (including its directors, officers, employees, agents, legal, accounting or financial advisors or other representatives) to the othersother, provided that: (a) the obligations of Wisconsin Energy Purchaser and Acquisition contained in Seller under Articles 7, 8 and 9 and Sections 3.4(b), 3.9(f), 9.2 10.8 and 9.5 of this Agreement shall survive any such termination; (b) the obligations of WICOR contained in Sections 3.4(b), 3.9(e), 3.9(g), 9.2 and 9.5 of this Agreement 10.14 shall survive any such termination; and (cb) 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 the other party's willful failure to comply with the terms of this Agreement. If any of the conditions set forth in Article VII Section 6.1 of this Agreement have not been satisfied, Wisconsin Energy Purchaser may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement and if hereby without prejudice to its rights hereunder, including without limitation, any rights of indemnity hereunder. If any of the conditions set forth in Article VIII Section 6.2 of this Agreement have not been satisfied, WICOR Seller may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement. Any such election hereby without prejudice to proceed shall be evidenced by a certificate signed on behalf its rights hereunder, including without limitation, any rights of the waiving party by an officer of that partyindemnity hereunder.

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 Wisconsin Energy Plexus and Acquisition contained in Sections 3.4(b), 3.9(f3.4(c), 9.2 and 9.5 of this Agreement shall survive any such termination; (b) the obligations of WICOR SeaMED contained in Sections 3.4(b3.4(c), 3.9(e), 3.9(g), 9.2 and 9.5 of this Agreement shall survive any such termination; and (c) except as provided in Section 3.9(e), 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, Wisconsin Energy Plexus 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, WICOR SeaMED 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 11.1 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) that the obligations of Wisconsin Energy and Acquisition the parties contained in Article X, and Sections 3.4(b)3.2, 3.9(f)3.7, 9.2 11.2, 11.5, 11.6 and 9.5 11.12 of this Agreement shall survive any such termination; (b) the obligations of WICOR contained in Sections 3.4(b), 3.9(e), 3.9(g), 9.2 and 9.5 . The termination of this Agreement shall survive any not preclude a party from bringing an action against the other party for such termination; and (c) each party to this Agreement shall retain any and all remedies which it may have for other party’s willful breach of contract provided any covenant made by Law based on another party's willful failure it under or pursuant 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, Wisconsin Energy 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, WICOR 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, and shall release all claims and actions the waiving party otherwise might have against the other party under this Agreement on account of the failure of the condition so waived.

Rights on Termination; Waiver. If this Agreement is terminated ----------------------------- pursuant to Section 9.1 of this Agreement7.4 hereof, all further obligations of the parties under or pursuant to this Agreement shall terminate without further liability of any either party (including its directors, officers, employees, agents, legal, accounting or financial advisors or other representatives) to the othersother, provided except that: (a) the Buyer's obligations of Wisconsin Energy and Acquisition contained in Sections 3.4(b), 3.9(f), 9.2 and 9.5 Section 4.2 of this Agreement shall survive any such termination; , (b) in the obligations event that the Agreement is terminated on account of WICOR contained the failure of any of the conditions set forth in Sections 3.4(b)Section 4.5(a) or Section 5.10 hereof to be satisfied, 3.9(e), 3.9(g), 9.2 and 9.5 of this Agreement the Sellers shall survive any such termination; pay Buyer as liquidated damages the amount provided in Section 4.5(c) hereof and (c) each party to this Agreement shall retain any and all remedies which it may have for breach of contract provided by Law law based on another the other party's willful failure to comply with the terms of this Agreement. If any of the conditions set forth in Article VII V of this Agreement (other than Section 5.10 hereof) have not been satisfied, Wisconsin Energy the Buyer may nevertheless elect to proceed with the consummation of the transactions contemplated by this Agreement and and, if any of the conditions set forth in Article VIII VI of this Agreement (other than Section 6.7 hereof) have not been satisfied, WICOR the Sellers 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 13.1 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 Wisconsin Energy the parties under the Confidentiality Agreement, the Temporary Access Agreement and Acquisition contained in Sections 3.4(b), 3.9(f), 9.2 and 9.5 of this Agreement shall survive any such termination; (b) the obligations of WICOR contained in Sections 3.4(b), 3.9(e), 3.9(g), 9.2 and 9.5 Section 13.4 of this Agreement shall survive any such termination; and (cb) notwithstanding any other provision in this Agreement to the contrary, 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 7 of this Agreement have not been satisfied, Wisconsin Energy Xxxxxxxx may nevertheless elect to proceed with the consummation consumma- tion of the transactions contemplated by this Agreement and if any of the conditions set forth in Article VIII 8 of this Agreement have not been satisfied, WICOR the Companies 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 by the waiving party by which shall include an officer express waiver of that partysuch condition.