Limitation on Right to Terminate; Effect of Termination Sample Clauses
The "Limitation on Right to Terminate; Effect of Termination" clause defines the specific circumstances under which a party may end the agreement and outlines the consequences that follow such termination. Typically, this clause restricts termination rights to certain events, such as material breach or insolvency, and may require advance notice or an opportunity to cure the breach. Upon termination, it clarifies the obligations that survive, such as confidentiality or payment for services rendered up to the termination date. This clause serves to provide predictability and fairness by preventing arbitrary termination and ensuring both parties understand their rights and responsibilities if the contract ends.
Limitation on Right to Terminate; Effect of Termination. (a) A party shall not be allowed to exercise any right of termination pursuant to Section 9.1 if the event giving rise to the termination right shall be due to the willful failure of such party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements hereunder to be performed or observed by such party.
(b) If this Agreement is terminated as permitted under Section 9.1 and except as provided in this Section 9.2(b), such termination shall be without liability of or to any party to this Agreement, or any shareholder or Representative of such party; provided, however, that if such termination shall result from the willful failure of any party to fulfill a condition to the performance of any other party or to perform a covenant of this Agreement or from a material and willful breach by any party to this Agreement (it being understood that the failure to cure a breach shall not, by itself, be a willful breach of this Agreement), then such party shall (subject to the last sentence of this Section 9.2(b)) be fully liable for any and all damages sustained or incurred by the other party; provided, however, if (i) all of Buyer’s and Seller’s conditions precedent to Closing have been satisfied (except with respect to the representations and warranties set forth in Section 4.4), (ii) this Agreement is terminated by Seller pursuant to Section 9.1(d) due to a breach of Buyer’s covenants in Section 6.9 or Section 6.10 of this Agreement, or Section 9.1(e) or Section 9.1(f) of this Agreement and (iii) Buyer is in violation of its representation in Section 4.4 as measured on such date, then Buyer shall pay to Seller an amount (the “Buyer Termination Fee”) equal to $73,125,000.00, by wire transfer of same day federal funds to the account specified by Seller, within two (2) business days after any such termination. Notwithstanding anything to the contrary in this Agreement, if the Buyer Termination Fee is required to be paid as a result of a termination of this Agreement, Seller’s right to receive the Buyer Termination Fee pursuant to this Section 9.2(b) shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of Seller and its Affiliates, as applicable, against Buyer, The Laclede Group, Inc., and their respective Affiliates, and upon payment of the Buyer Termination Fee in accordance with this Section 9.2(b), none of Buyer, The Laclede Group, Inc. and any of their respecti...
Limitation on Right to Terminate; Effect of Termination. (a) A party shall not be allowed to exercise any right of termination pursuant to Section 9.1 if the event giving rise to the termination right shall be due to the willful failure of such party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements hereunder to be performed or observed by such party.
(b) If this Agreement is terminated as permitted under Section 9.1, such termination shall be without liability of or to any party to this Agreement, or any shareholder or Representative of such party; provided, however, that if such termination shall result from the willful failure of any party to fulfill a condition to the performance of any other party or to perform a covenant of this Agreement or from a material and willful breach by any party to this Agreement (it being understood that the failure to cure a breach shall not, by itself, be a willful breach of this Agreement), then such party shall (subject to the last sentence of this Section 9.2(b)) be fully liable for any and all damages sustained or incurred by the other party. If prior to Closing either party to this Agreement resorts to legal proceedings to enforce this Agreement, the prevailing party in such proceedings shall be entitled to recover all costs incurred by such party including reasonable attorney’s fees, in addition to any other relief to which such party may be entitled; provided, however, and notwithstanding anything to the contrary in this Section 9.2(b), in no event shall either party be entitled to receive any punitive, exemplary, special, remote, speculative, indirect or consequential damages (including any damages on account of lost profits or opportunities) in connection with any termination of this Agreement.
Limitation on Right to Terminate; Effect of Termination. If this Agreement is terminated as permitted under Section 10.01 hereof, this Agreement shall thereafter become void and have no effect and no Party shall have liability to any Party, or any shareholder, director, officer, employee, agent, servant, consultant or representative of such Party except for the obligations of the parties hereto contained in this Section 10.02 and Section 12.03; provided, however, that if such termination shall result from the failure of any Party to fulfill a condition to the Closing or to perform a covenant of this Agreement or from a breach of this Agreement by any Party thereto, then such Party shall be fully liable for any and all direct and indirect costs, not including consequential damages, sustained or incurred by the other Party.
Limitation on Right to Terminate; Effect of Termination. Neither Seller nor Buyer shall be allowed to exercise any right of termination pursuant to Section 10.1, (other than by Buyer under Section 10.1(e)) if the event giving rise to the termination right shall be due to the willful failure of such party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements hereunder to be performed or observed by such party. Buyer shall not be allowed to exercise any right of termination pursuant to Section 10.1 if the event giving rise to the termination right shall be due to any action or inaction of Parent. In the event of the termination of this Agreement in accordance with Section 10.1, this Agreement shall thereafter become void and have no effect, and no party hereto shall have any liability to the other party hereto or their respective Affiliates, or their respective directors, officers or employees, except for the obligations of the parties hereto contained in this Section 10.2 and in Sections 12.1, 12.2, 12.7, 12.12, 12.13, 12.14, 12.15, 12.16 and 12.18 (and any related definitional provisions set forth in Article I), and except that nothing in this Section 10.2 shall relieve any party from liability for any breach of this Agreement that arose prior to such termination, for which liability the provisions of Article XI shall remain in effect in accordance with the provisions and limitations of such Article.
Limitation on Right to Terminate; Effect of Termination. (a) A Party shall not be allowed to exercise any right of termination pursuant to Section 10.01 if the event giving rise to the termination right shall be due to the failure of such Party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements hereof to be performed or observed by such Party.
(b) If this Agreement is terminated as permitted under Section 10.01 hereof, this Agreement shall thereafter become void and have no effect and no Party shall have liability to any Party, or any shareholder, director, officer, employee, agent, servant, consultant or representative of such Party except for the obligations of the parties hereto contained in this Section 10.02(b), 10.02(c), 13.03; provided, however, that if such termination shall result from the failure of any Party to fulfill a condition to the Closing or to perform a covenant of this Agreement or from a breach of this Agreement by any Party thereto, then such Party shall be fully liable for any and all direct and indirect costs, not including consequential damages, sustained or incurred by the other Party, provided, however that if a Party elects to terminate this Agreement pursuant to Section 10.01 (c), such Party shall reimburse the other Party for its out of pocket costs.
Limitation on Right to Terminate; Effect of Termination. (a) A party shall not be entitled to exercise any right of termination pursuant to Section 9.1 if the event giving rise to the termination right shall be due to the willful failure of such party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements hereof to be performed or observed by such party.
(b) Upon the termination of this Agreement under Section 9.1, the parties shall have no further duties, obligations or liabilities to each other except for those duties or obligations that explicitly survive termination of this Agreement. If, however, a party terminates this Agreement as a result of the willful failure by the other party to fulfill a condition to the performance of the terminating party or to perform in any material respect a covenant of this Agreement or from a material and willful breach of this Agreement by the other party (it being understood that the failure to cure a breach shall not, by itself, be a willful breach of this Agreement), then the breaching party shall be fully liable for any and all damages sustained or incurred by the terminating party; provided, however, that no party shall be liable for punitive, indirect or consequential damages.
Limitation on Right to Terminate; Effect of Termination. A party shall not be allowed to exercise any right of termination pursuant to SECTION 8.01 if the event giving rise to the termination right shall be due to the failure of such party or its Affiliate to perform or observe in any material respect any of the covenants set forth herein to be performed or observed by such party of its Affiliate; provided that SECTIONS 4.01(i), 4.02(f), 5.01(f), 5.02(c), 5.02(d), 5.03, 8.01(d)(i), 8.02 and 9.09 shall survive any such termination.
Limitation on Right to Terminate; Effect of Termination. (A) A party shall not be allowed to exercise any right of termination pursuant to Section 8.1 if the event giving rise to the termination right shall be due to the willful failure of such party to perform or observe in any material respect any of the covenants set forth herein to be performed or observed by such party.
(B) If this Agreement is terminated as permitted under Section 8.1, such termination shall be without liability of or to any party to this Agreement or any Affiliate, shareholder, director, officer, employee, agent or representative of such party; provided that Sections 4.1.19, 4.2.6, 5.1.6, 5.1.7, 5.1.8, 5.2.2, 5.2.3, 5.2.4, 8.2, 9.10 and 9.11 shall survive any such termination; and further provided that if any such termination under Section 8.1 (excluding Section 8.1(v)) shall result from the willful failure of any party or its Affiliate to perform a covenant of this Agreement or from a willful breach of this Agreement by any party or its Affiliate, or a breach, whether or not willful, of Section 4.2.8 or 5.2.6 by Buyer, then, subject to Article VII, such party shall be liable for Losses sustained or incurred by the other parties as a result of such failure or breach.
Limitation on Right to Terminate; Effect of Termination. If this Agreement is terminated as permitted under Section 10.01 hereof, this Agreement shall thereafter become void and have no effect and no Party shall have liability to any Party, or any shareholder, director, officer, employee, agent, servant, consultant or representative of such Party except for the obligations of the Parties hereto contained in this Section 10.02 and Section 12.03; except to the extent that such termination results from the willful or intentional breach by any Party hereto of any representation, warranty, covenant or agreement hereunder. Notwithstanding the foregoing, if the Closing does not occur, the Company will be the sole Party responsible for, and will indemnify the Buyer against, any willful or intentional breach by any Seller of the representations and warranties contained in Section 3.