Procedure and Effect of Termination Sample Clauses
The "Procedure and Effect of Termination" clause defines the steps that parties must follow when ending an agreement and outlines the consequences that result from such termination. Typically, this clause specifies requirements such as providing written notice, settling outstanding obligations, and returning confidential information or property. Its core practical function is to ensure a clear, orderly process for winding down the contractual relationship, minimizing disputes and clarifying the rights and responsibilities of each party after termination.
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Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the Company or Parent pursuant to this Article 7, written notice thereof will be given to all other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver all documents, work papers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same;
(b) No party will have any liability for a breach of any representation, warranty, agreement, covenant or the provision of this Agreement, unless such breach was due to a willful or bad faith action or omission of such party or any representative, agent, employee or independent contractor thereof; and
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Procedure and Effect of Termination. (a) If this Agreement is terminated by either or both of Buyer or Sellers pursuant to Section 12.1, prompt written notice thereof shall forthwith be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties set forth in this Agreement if a party is in default or breach of its representations, warranties, covenants or obligations under this Agreement. If this Agreement is terminated as provided herein:
(i) Except as set forth in Section 12.2(b) below, none of the parties hereto nor any of their respective partners, directors, officers, managers, members, shareholders, owners, employers, agents, representatives or Affiliates (each, a “Related Party”) shall have any liability or further obligation to the other party (other than to the extent of joint and several liability among the Piedmont Companies as expressly set forth in this Agreement) or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, except for the obligations of Sellers and Buyer (but not including Sellers’ or Buyer’s Related Parties) as stated in Sections 4.18 (Sellers’ Broker), 5.6 (Buyer’s Broker), 7.3 (Confidentiality), 7.7 (Non-Solicitation), and 13.2 (Governmental Filing Fees), 13.3 (Expenses), Article 14 (Miscellaneous) and this Article 12; and
(ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made.
(b) (i) If this Agreement is terminated: (A) by Sellers pursuant to Section 12.1(c); or (B) by Sellers pursuant to Section 12.1(d), provided that, with respect to this clause (B), only if Buyer is in material breach or default of its representations, warranties, covenants or obligations under this Agreement, then Sellers shall have the right to receive, and shall be paid, the Escrow Amount as liquidated damages, and such liquidated damages shall be the Piedmont Companies’ sole and exclusive remedy and shall be in lieu of any other remedies at law or in equity to which the Piedmont Companies might otherwise be entitled. Buyer and the Piedmont Companies each acknowledges and agrees that such liquidated damages amount is reasonable in light of the anticipated harm w...
Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1, written notice thereof shall be given by the Party so terminating to the other Parties to this Agreement, and this Agreement shall terminate and the Merger shall be abandoned without further action by the Parties. If this Agreement is terminated pursuant to Section 8.1 hereof:
(a) this Agreement shall become null and void and of no further force or effect, except that the obligations provided for in Article 7, this Section 8.2 and Article 9 hereof shall survive any such termination of this Agreement; and
(b) except as otherwise set forth herein, such termination shall be without liability of any Party to any other Party; provided, however, that if the Merger fails to close as a result of any breach or violation of any representations, warranties, covenants or agreements contained in this Agreement by any Party, such Party shall be fully liable for any and all Damages incurred or suffered by the other Parties as a result of any such breach or violation, including equitable remedies as provided in Section 9.12, so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreement.
Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Parties pursuant to Section 10.1, written notice thereof will forthwith be given by the terminating Party to the other Party and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by either Party, whereupon the liabilities of the Parties hereunder will terminate, except as otherwise expressly provided in this Agreement (including Section 10.3).
Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereof; and
(b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.
Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for breach of this Agreement prior to termination.
Procedure and Effect of Termination. A determination to terminate this Agreement by AmPaM pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, accompanied by a certified copy of resolutions of the board of directors of AmPaM that evidence the authorization of the officer of AmPaM to deliver a written notice of termination of this Agreement pursuant to Section 12.1, is given to the Stockholders in the manner specified for notices in this Agreement. A determination to terminate this Agreement by the Stockholders pursuant to Section 12.1 shall be valid and effective only if a written notice of termination, signed by Stockholders who would be entitled to receive a majority of the shares of AmPaM Stock specified in Section I of Annex I to this Agreement if the transactions contemplated hereby were consummated, is given to AmPaM in the manner specified for notices in this Agreement. Upon the giving of notice of termination of this Agreement pursuant to Section 12.1 as specified in the preceding sentence, this Agreement shall terminate, and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. Immediately upon any such termination, AmPaM shall deliver written notice of such termination to the Other Founding Companies. If this Agreement is terminated as provided in this Section 12, no party hereto shall have any liability or further obligation hereunder to any other party, except as provided in Section 14 and Section 18.6, provided, that, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses that occurred prior to such termination.
Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby, written notice thereof shall be given by a terminating party to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by the Members or FAAC. If this Agreement is terminated pursuant to Section 10.1:
(a) FAAC shall upon written request from the Members return all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section;
(b) At the option of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made;
(c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and
(d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreement.
Procedure and Effect of Termination. In the event of the termination of this Agreement by the Acquiror Principal Shareholders or Acquiree pursuant to Section 11.1 hereof, written notice thereof shall forthwith be given to the other Party. If this Agreement is terminated as provided herein (a) each Party will redeliver all documents, work papers and other material of any other Party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same; provided, that each Party may retain one copy of all such documents for archival purposes in the custody of its outside counsel and (b) all filings, applications and other submission made by any Party to any Person, including any Governmental Authority, in connection with the transactions contemplated hereby shall, to the extent practicable, be withdrawn by such Party from such Person.