Liability Following Termination. In the event of termination in accordance with the provisions of Clause 39 (Suspension and Termination), neither Party shall have any liability to the other whatsoever or howsoever arising, except as expressly provided in that Clause. In the event, however, that a Party fails to perform the Contract, or unequivocally indicates its intention not to perform it, in a way which thereby permits the other Party to treat the Contract as at an end other than under the terms of the Contract, any such claim that the other party may have shall not be limited or excluded by the terms of this Contract.
Liability Following Termination. Upon termination of this Agreement as provided in Section 14.4, the Parties shall have no further liability or obligation to each other as a consequence of such termination, except for any obligation accruing prior to the occurrence of such Force Majeure Event.
Liability Following Termination. In the event that either Party has rights to a Collaboration Product following termination of this Agreement, such Party shall be solely responsible for all liabilities associated with such Collaboration Product arising after the effectiveness of such termination.
Liability Following Termination. Upon termination of this Agreement as provided in Section 14.6, the Parties shall have no further liability or obligation to each other as a consequence of such termination, except for any obligation accruing prior to the occurrence of such Force Majeure Event. ASSIGNMENT; LENDERS; CONTROL OF SELLER Assignment by Seller [Prior to Project COD,] Seller may not, without the prior written consent of Buyer, sell, transfer or assign its rights, obligations or interest in this Agreement (“Assignment”) to a third party (other than an Affiliate of Seller) or sell, transfer or assign its rights, obligations or interest in this Agreement to any Person succeeding to all or substantially all of the assets of Seller or effect a change of control of Seller which results in a change of more than fifty (50) percent of the ownership of Seller or a change in the Party or Parties who currently control Seller, either directly or indirectly. [After Project COD] and upon forty-five (45) Days’ advance written notice by Seller to Buyer, Seller may sell, transfer or assign this Agreement to a Person (i) who complies with the requirements of Section 15.1.2, and (ii) who complies with the requirements of Section 15.1.3, upon demonstrating such compliance with (i) and (ii) above to Buyer’s reasonable satisfaction. Subject to Section 15.7, any Assignment by Seller of its obligations hereunder including, without limitation, involving the ownership and/or operation of the Project, other than any Assignment to a Lender in connection with a financing, re-financing or other financial arrangements, shall be to a Person that, (i) is qualified, financially sound and has at least two (2) years’ experience and capability involving the ownership and/or operation of comparable energy storage facilities of a size equal to or greater than the Project; or (ii) has engaged prior to or concurrent with the Assignment an operator to operate the Project that is qualified, financially sound and has such experience and capability. With respect to any permitted Assignment of this Agreement in compliance with this Article 15, including any assignment of this Agreement to any transferee that acquires Seller’s interest in the Project in accordance with Section 15.7, other than an Assignment to a Lender in connection with a financing, or sale or transfer of the Project to a substitute owner in compliance with the terms of the Consent Agreement (as provided in 15.3), the assignee or transferee or successor entity...
Liability Following Termination. Following expiration or termination of this Agreement, IPAYMENT shall continue to hold all risks associated with transactions processed by SERVICERS prior to the termination or expiration of this Agreement or deconversion of the Program Merchants, including all risk relating to Chargebacks and fraudulent transactions. IPAYMENT shall pay SERVICERS any amounts associated with such risks immediately upon demand. SERVICERS may also require additional monies be deposited in the Reserve Account or Termination Reserve Account upon any termination or expiration of this Agreement.
Liability Following Termination. Upon termination of this Agreement as provided in Section 11.9(i), the Parties shall have no further liability or obligation to each other except for any obligation arising prior to the date of such termination. DEFAULT AND REMEDIES Default by Seller . The occurrence of one or more of the following events shall constitute a “Seller Event of Default” (unless it results from an Excused Outage or a Force Majeure Event, breach of this Agreement by Buyer or is otherwise excused pursuant to terms set forth in this Agreement): Seller fails to pay Buyer any amount payable by Seller to Buyer (other than amounts in dispute that are not expressly required by this Agreement to be paid) pursuant to this Agreement after the same shall have become due and payable; Seller fails to perform or observe any material obligation of Seller under this Agreement, other than those obligations specifically addressed in this Section; Any representation or warranty made by Seller herein or in any certificate delivered to Buyer pursuant hereto shall prove to be incorrect in any respect, and such error has a material adverse effect on the ability of Seller or of Buyer to perform their respective obligations under this Agreement or the ability to deliver Products to Buyer; Seller becomes Bankrupt; [Reserved]; The failure of Seller to provide, maintain, replace, replenish or reinstate Seller Security pursuant to Article 7; and Failure to maintain Monthly Equivalent Capacity of at least seventy-five percent (75%) during any consecutive twenty-four (24) Month period as set forth in Section 5.11(i).
Liability Following Termination. Upon termination of this Agreement as provided in Section 11.9(i), the Parties shall have no further liability or obligation to each other except for any obligation arising prior to the date of such termination. DEFAULT AND REMEDIES Default by Seller . The occurrence of one or more of the following events shall constitute a “Seller Event of Default” (unless it results from an Excused Outage or a Force Majeure Event, breach of this Agreement by Buyer or is otherwise excused pursuant to terms set forth in this Agreement):
Liability Following Termination. After any termination of this Agreement, you will continue to bear total responsibility for all Chargebacks, credits and adjustments resulting from transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due to us under this Agreement, including any costs incurred by us for implementation of card processing services for you, or which may be due at such termination or thereafter to either us or any of our subsidiaries for any related equipment or related services. In connection with any termination, a Reserve Account will be established and maintained on your behalf pursuant to Section 19 of this Agreement. Notwithstanding any terms or conditions to the contrary contained elsewhere, if this Agreement is terminated prior to expiration of any term, except if you give us notice of termination and cease processing Card transactions within 30 days of the notice of a fee increase, you agree to pay us an Early Deconversion Fee for each location as set forth on the Application to cover our routine post-termination services.
Liability Following Termination. Upon termination of this Agreement as provided in Section 17.5, the Parties shall have no further liability or obligation to each other; provided that such termination shall not discharge or relieve either Party from any obligation that has accrued prior to such termination, any reimbursement obligations under Sections 4.16 or 6.6, any indemnity obligations under ARTICLE 14, or the provisions of ARTICLE 15, all of which shall survive any termination of this Agreement.
Liability Following Termination. The termination of this Agreement pursuant to Section 5(b) will not relieve the defaulting party from liability for breach of this Agreement or limit the non-breaching party’s remedies, except as expressly limited in this Agreement.
