Procedure Upon and Effect of Termination. In the event of any termination and abandonment pursuant to Section 6.1 of this Agreement, written notice thereof shall forthwith be given to the other party and the transaction s contemplated by this Agreement shall thereupon be terminated and abandoned, without further action by Buyer or Seller (except for the provisions of Section 4.8 ), and there shall be no liability on the part of any of Seller or Buyer or their respective officers, directors or shareholders, except for the provisions of Section 4. 8 hereof or except for the material breach of any representation, warranty or covenant contained herein that is within the control of the party in breach.
Procedure Upon and Effect of Termination. In the event of termination pursuant to Section 10.1 hereof, and except as otherwise stated therein, written notice thereof shall be given to the other party, and this Agreement shall terminate immediately upon receipt of such notice unless an extension is consented to by the party having the right to terminate, provided that (i) Sections 10.3, 11.1, 11.5 and this Section 10.2 shall survive any such termination and (ii) a termination shall not relieve a breaching party from liability for an intentional or grossly negligent breach, of any covenant, undertaking, representation or warranty giving rise to such termination.
Procedure Upon and Effect of Termination. In the event of termination of this Agreement under Section 4.4 other than by the mutual written consent of Enbridge Partners (with the prior approval of the Special Committee) and EECI, written notice of termination shall promptly be delivered by the terminating Party to the other Parties. This Agreement shall terminate immediately upon delivery of such notice or upon such mutual written consent, as applicable, and the Transactions shall be abandoned without liability to, or further action by, any of the Parties; provided, that no such termination shall relieve any Party from liability for any breach of this Agreement that occurred prior to such termination.
Procedure Upon and Effect of Termination i. In the event of any termination pursuant to Section 5(a)(i), as mutually agreed by the Parties.
Procedure Upon and Effect of Termination. In the event of any termination and abandonment pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given to the other party and the transactions contemplated hereby shall thereupon be terminated and abandoned, without further action by Buyer or by VSI and Seller (except for the provisions of Sections 5.6, 5.11 and 5.12 hereof), and there shall be no liability on the part of either VSI, Seller or Buyer or their respective officers, directors or stockholders, except for the provisions of Sections 5.6, 5.11 and 5.12 hereof or except for the material breach of any representation, warranty or covenant contained herein that is within the reasonable control of the party in breach.
Procedure Upon and Effect of Termination. In the event of any termination and abandonment pursuant to Section 8.12 hereof, written notice thereof shall forthwith be given to the other party and the transactions contemplated hereby shall thereupon be terminated and abandoned, without further action by Buyer or by the Seller Parties, and there shall be no liability on the part of any of the Seller Parties, Buyer or their respective members, managers, officers, directors or shareholders, except for the breach of any representation, warranty, covenant or agreement contained herein.
Procedure Upon and Effect of Termination. In the event of termination and abandonment under Section 11.1, written notice thereof shall forthwith be given to the other Party and the transactions, conveyances, and other actions contemplated by this Agreement shall be terminated and abandoned, without further action by the Parties; provided, that no Party shall be relieved of any Damages occurring or sustained as a result of a breach of any of such Party’s representations, warranties, covenants or agreements contained herein. Notwithstanding any termination of this Agreement, the provisions of Section 7.7 and 13 and this Section 11.2 shall survive.
Procedure Upon and Effect of Termination. In the event of termination and abandonment under Section 13.01, written notice thereof shall forthwith be given to the other Party and the transactions, conveyances, and other actions contemplated by this Agreement shall be terminated and abandoned immediately, without further action by the Parties. If the transactions contemplated by this Agreement are terminated as provided herein, no Party and none of the directors, officers, stockholders, affiliates or controlling Persons of such Party shall have any further liability or obligation to any other Party to this Agreement except for a willful failure of a Party to fulfill a condition to the performance of the obligations of the other Party or a willful breach of a covenant or representation or warranty. The provisions of Article XIII and Article XIV shall survive any termination of this Agreement.
Procedure Upon and Effect of Termination. In the event of any termination and abandonment pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given to the other Parties and the transactions contemplated hereby shall thereupon be terminated and abandoned, without further action by Buyer or by the Company and Sellers, and there shall be no liability on the part of any of the Company, Sellers, Buyer or their respective officers, directors or shareholders to proceed to the Closing. Notwithstanding the foregoing, if the Closing does not occur because any Party wrongfully fails to tender performance at the Closing or otherwise materially breach this Agreement prior to the Closing, the non-breaching Parties shall be entitled to receive from the breaching Party (or breaching Parties, jointly and severally) all reasonable out-of-pocket expenses (including reasonable attorneys' and accountants' fees and expenses) incurred by the non-breaching Parties in connection with the transactions contemplated hereby, and the non-breaching Parties shall have available any and all legal or equitable remedies for breach of this Agreement.
Procedure Upon and Effect of Termination. In the event of any termination and abandonment pursuant to subsection (a) hereof, written notice thereof shall forthwith be given to the other parties and the transactions contemplated hereby shall thereupon be terminated and abandoned, without further action by Purchaser or by the Stockholders (except for the provisions of Sections 6.2, 9.1, 9.2 and 9.4 and 8(b) hereof), and there shall be no liability on the part of any of Purchaser or the Stockholders or their respective officers, directors or shareholders, except for the provisions of Sections 6.2, 9.1, 9.2 and 9.4 hereof or except for the material breach of any representation, warranty or covenant contained herein that is within the control of the party in breach.
