Common use of Limitation on Right to Terminate; Effect of Termination Clause in Contracts

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 allowed to exercise any right of termination pursuant to Section 10.01 10.1 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 covenants, or agreements hereof to be performed or observed by such Party. (b) If this Agreement is terminated as permitted under Section 10.01 10.1 hereof, this Agreement such termination shall thereafter become void and have no effect and no Party shall have be without liability of or to any PartyParty to this Agreement, or any shareholder, unitholder, 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), 13.03Party; provided, however, that if such termination shall result from the willful failure of any Party to fulfill a condition to the Closing performance of any other Party or to perform a covenant of this Agreement or from a material breach of this Agreement by any Party theretoto this Agreement, then such Party shall (subject to the limitations set forth in Section 12.1(c) and Section 12.1(d)) be fully liable for any and all direct and indirect costs, not including consequential damages, damages sustained or incurred by the other Party, provided, however that if a . If either Party elects to terminate this Agreement pursuant resorts to Section 10.01 (c)legal proceedings to enforce this Agreement, the prevailing Party in such proceedings shall be entitled to recover all costs incurred by such Party shall reimburse the including reasonable attorney's fees, in addition to any other relief to which such Party for its out of pocket costsmay be entitled.