Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 9 contracts

Samples: Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Walker Jeffrey Clinton), Business Combination Agreement (Fintech Ecosystem Development Corp.)

AutoNDA by SimpleDocs

Effect of Termination. In the event of the termination of this Agreement pursuant to by either Parent or the Company as provided in Section 9.019.1, this Agreement shall forthwith become voidvoid and have no effect except (i) Sections 7.2(b), 7.3(e), 9.2 and there 10.3 shall be no liability under this Agreement on the part of survive any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a and (ii) that, notwithstanding anything to the contrary contained in this Agreement, no party heretoshall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Tower Bancorp Inc), Agreement and Plan of Merger (Abington Bancorp, Inc./Pa), Agreement and Plan of Merger (Susquehanna Bancshares Inc)

Effect of Termination. In the event of the termination of this --------------------- Agreement pursuant to as provided in Section 9.0110.1, this Agreement shall forthwith become void, void and there no party hereto shall be no have any liability or further obligation to any other party hereto under or by reason of this Agreement on or the part of any party heretotransactions contemplated hereby, except as set forth in this Section 9.02, Article X, and for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by occurring prior to or as a party hereto.result of termination of this Agreement, and except that:

Appears in 8 contracts

Samples: Agreement of Merger and Plan (Video City Inc), Agreement of Merger and Plan of Reorganization (Video City Inc), Agreement of Merger And (Video City Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto (or any Representatives of any party hereto); provided, except as set forth in however, that the terms of Section 6.10, this Section 9.02, Article X, VIII and Article IX shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Alibaba Group Holding LTD), Agreement and Plan of Merger (Chuanwei Zhang), Agreement and Plan of Merger (China Ming Yang Wind Power Group LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01Agreement, this Agreement shall forthwith become voidvoid and of no further force or effect (except for Article 9, which shall survive such termination) and there shall be no liability under this Agreement on the part of any party hereto, hereto except as set forth in this Section 9.02, Article X, and that nothing herein shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material party from any liability for Losses for any antecedent breach of this Agreement by a party heretoprior to termination.

Appears in 6 contracts

Samples: Share Purchase Agreement (Century City International Holdings Ltd.), Share Purchase Agreement, Share Purchase Agreement (Century City International Holdings Ltd.)

Effect of Termination. In Except as set forth in Section 10.8, in the event of the termination of this Agreement pursuant to Section 9.01this Article X, this Agreement shall forthwith become voidvoid and have no effect, and there neither party shall be no have any liability of any nature whatsoever under this Agreement on or in connection with the part transactions contemplated by this Agreement except that (i) the provisions of this Article X and Section 2.4 shall survive any such termination and (ii) such termination shall not relieve any party from liability arising from any willful breach of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach provision of this Agreement by a party heretoAgreement.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (United Community Banks Inc), Agreement and Plan of Merger (Four Oaks Fincorp Inc), Agreement and Plan of Merger (United Community Banks Inc)

Effect of Termination. In the event of the termination of (a) If this Agreement is terminated pursuant to Section 9.01, this Agreement shall forthwith become void, void and there shall be of no effect with no liability under this Agreement on the part of any party hereto, except as set forth that the agreements contained in this Section 9.02, Article X, 9.02 and any corresponding definitions set forth in Article I, or in Section 10.04 shall survive the case of termination subsequent to a willful material breach of this Agreement by a party heretohereof.

Appears in 5 contracts

Samples: Voting and Payment Agreement (Pharmhouse Corp), Agreement and Plan of Merger (Phar Mor Inc), Agreement and Plan of Merger (Pharmhouse Corp)

Effect of Termination. In Except for the provisions of Sections 8.2, 8.3, 8.6, and the provisions of Article X hereof, each of which shall survive any termination of this Agreement, in the event of the termination of this Agreement pursuant to Section 9.0110.1, this Agreement shall forthwith become void, void and there of no further force and effect and the Parties shall be no liability under this Agreement on the part of released from any party heretoand all obligations hereunder; provided, except as set forth in this Section 9.02however, Article X, and any corresponding definitions set forth in Article I, or in the case of that termination subsequent to a willful material breach of this Agreement by a party heretoshall not relieve any Party from liability for the breach of any of its obligations hereunder.

Appears in 5 contracts

Samples: Share Acquisition Agreement, Share Acquisition Agreement (Sollensys Corp.), Share Exchange Agreement (Consumer Direct of America)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party heretohereto except that the provisions of this Section 9.02, except as Section 9.03 and Article X shall survive any such termination; provided, however, that nothing herein shall relieve any party hereto from liability for any breach of any of its representations, warranties, covenants or agreements set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent Agreement prior to a willful material breach of this Agreement by a party heretosuch termination.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, written notice thereof shall be given to the other Parties and this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party heretoeither Party or their respective Affiliates, directors, officers or employees except as set forth in (a) Section 6.06, this Section 9.02, Article XIX, and Article X shall remain in full force and effect, and (b) that nothing herein shall relieve either Party from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material knowing and intentional breach of this Agreement by a party heretooccurring prior to such termination.

Appears in 4 contracts

Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of either party (or any of its Representatives or Affiliates) except (a) for the provisions of Section 6.12, this Section 10.2, and Article XI (except Section 11.6) and (b) that nothing herein shall relieve any party hereto, except as set forth in this Section 9.02, Article X, from liability for any willful and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement, subject to the limitations set forth in Sections 11.11 and 11.19.

Appears in 4 contracts

Samples: Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.)

Effect of Termination. In (a) If this Agreement is terminated in accordance with Section 10.01 hereof and the event transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect except that (i) the terms and provisions of this Section 10.02, Section 8.06 and Article XI hereof shall remain in full force and effect and (ii) any termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of not relieve any party hereto, except as set forth in this Section 9.02, Article X, and hereto from any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material liability for any breach of this Agreement by a party heretoits obligations hereunder.

Appears in 4 contracts

Samples: Investment Agreement (Magellan Health Services Inc), Investment Agreement (TPG Advisors Ii Inc), Investment Agreement (Magellan Health Services Inc)

Effect of Termination. In (a) Except as provided below, in the event of the termination of this Separation Agreement pursuant to Section 9.019.2, this Separation Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party hereto, except as set forth in with respect to this Article IX and Section 9.026.7, Article Xwhich shall survive such termination; provided, and however, that nothing herein shall relieve any corresponding definitions set forth in Article I, party from liability for any willful or in the case of termination subsequent to a willful intentional material breach of this Agreement by a party heretoSeparation Agreement.

Appears in 4 contracts

Samples: Purchase and Separation Agreement (Supervalu Inc), Purchase and Separation Agreement (Albertsons Inc /De/), Purchase and Separation Agreement (New Aloha CORP)

Effect of Termination. In the event of the termination of this Agreement is terminated pursuant to Section 9.01Paragraph 12.1, "Termination Events," this Agreement shall forthwith become void, and and, there shall be no liability under this Agreement or continuing obligations on the part of any party heretothe parties hereunder, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.provided below:

Appears in 4 contracts

Samples: Asset Purchase and Sale Agreement (Interactive Flight Technologies Inc), Asset Purchase and Sale Agreement (Interactive Flight Technologies Inc), Asset Purchase and Sale Agreement (Network Connection Inc)

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 9.019.1, this Agreement shall forthwith become void, void and there shall be of no effect with no liability under this Agreement on the part of any party hereto, except as (A) to the extent such termination results from the breach by a party hereto of any of its representations, warranties, covenants or agreements set forth in this Agreement and (B) that the covenants and agreements contained in Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in 6.5 shall survive the case of termination subsequent to a willful material breach of this Agreement by a party heretohereof.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Terfin International LTD), Loan and Security Agreement (Family Bargain Corp), Securities Purchase Agreement (Three Cities Offshore Ii Cv)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.028.03 and (b) nothing herein shall relieve any party from liability for any willful breach of any of its representations, Article Xwarranties, and any corresponding definitions covenants or agreements set forth in Article Ithis Agreement prior to such termination; provided, or in however, that the case of Confidentiality Agreement shall survive any termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De), Agreement and Plan of Merger and Reorganization (Stantec Inc), Stockholders Agreement (Zonagen Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.017.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.except:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Harber Lacy J), Agreement and Plan of Merger (Checkers Drive in Restaurants Inc /De), Agreement and Plan of Merger (Timco Aviation Services Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful and material breach of this Agreement by a party hereto.

Appears in 4 contracts

Samples: Project Barolo Merger (Apexigen, Inc.), Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.029.03 and (b) nothing herein shall relieve any party from liability for any intentional breach hereof prior to the date of such termination; provided, Article Xhowever, and that the Confidentiality Agreement shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Comstock Resources Inc), Agreement and Plan of Merger (Comstock Resources Inc), Agreement and Plan of Merger (Blackbird Acquisition Inc)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to by either CIT or Newcourt as provided in Section 9.019.1, this Agreement shall forthwith become voidvoid and have no effect except (i) Sections 7.2(b), 9.2 and there 10.3 shall be no liability under this Agreement on the part of survive any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a and (ii) that notwithstanding anything to the contrary contained in this Agreement, no party heretoshall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Cit Group Inc), Agreement and Plan of Reorganization (Cit Group Inc), Agreement and Plan of Reorganization (Cit Group Inc)

Effect of Termination. In Except as provided in Article 10. and for the provisions of Section 7.2, in the event of the termination of this Agreement pursuant to Section 9.0112.1, this Agreement shall forthwith become void; provided, and there however, that nothing herein shall be no relieve any party from liability under this Agreement on for the part breach of any party heretoof its representations, except as warranties, covenants or agreements set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Exchange Agreement and Plan of Reorganization (Make Your Move Inc), Exchange Agreement and Plan of Reorganization (Make Your Move Inc), Exchange Agreement and Plan of Reorganization (Make Your Move Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 9.0111.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement Liability on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party either Party hereto.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to by any party hereto as provided in Section 9.017.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party heretohereto except (i) with respect to this Section 7.2, the second and third sentences of Section 5.4, and Section 8.1, and (ii) to the extent that such termination results from the willful breach (except as set forth provided in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement 8.8) by a party heretohereto of any of its representations or warranties or of any of its covenants or agreements contained in this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Lennox International Inc), Agreement and Plan of Merger (Service Experts Inc), Agreement and Plan of Merger (Lennox International Inc)

Effect of Termination. In Except as set forth in this Section 10.8, in the event of the termination of this Agreement pursuant to Section 9.01this Article X, this Agreement shall forthwith become voidvoid and have no effect, and there neither party shall be no have any liability of any nature whatsoever under this Agreement on or in connection with the part transactions contemplated by this Agreement except that (i) the provisions of this Article X and Section 2.4 shall survive any such termination and (ii) such termination shall not relieve any party from liability arising from any willful breach of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach provision of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (United Community Banks Inc), Agreement and Plan of Merger (Tidelands Bancshares Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become null and void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 3 contracts

Samples: Business Combination Agreement (Mobix Labs, Inc), Business Combination Agreement (Perception Capital Corp. III), Business Combination Agreement (Berenson Acquisition Corp. I)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.029.03 and (b) nothing herein shall relieve any party from liability or damages for any willful or intentional breach of any of its representations, Article Xwarranties, and any corresponding definitions covenants or agreements set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoprior to such termination.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (WebMD Health Corp.), Agreement and Plan of Merger (HLTH Corp), Agreement and Plan of Merger (WebMD Health Corp.)

Effect of Termination. In the event of the a termination of this Agreement pursuant to in accordance with Section 9.0113.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement Liability on the part of either Party; provided, that such termination shall have no effect on any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent transactions effected prior to a willful material breach of this Agreement by a party heretosuch termination.

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Tribune Publishing Co), Separation and Distribution Agreement (Tribune Publishing Co)

Effect of Termination. In the event of the a termination of this Agreement pursuant to Section 9.013.3 hereof, this Agreement Agreement, other than Section 10.2, shall forthwith become voidvoid and of no further force and effect, and there each party shall pay the costs and expenses incurred by it in connection with this Agreement, and no party (or any of its agents, counsel, representatives, Affiliates or assigns) shall be no liability under this Agreement on liable to any other party for any Loss hereunder. It is agreed that time is of the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or essence in the case of termination subsequent to a willful material breach performance and satisfaction of this Agreement by a party heretoand each of the conditions specified in Articles 7 and 8 of this Agreement are material for purposes of this Agreement.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Global Technologies LTD), Membership Interest Purchase Agreement (Global Technologies LTD), Interest Purchase Agreement (Focus Venture Partners, Inc)

Effect of Termination. In the event of the termination of certain provisions of this Agreement pursuant to as provided in Section 9.0110.1, such provisions of this Agreement shall forthwith become void, void and there shall be no liability under this Agreement Liability on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach Party with respect thereto. The remaining provisions of this Agreement by a party heretoshall remain in full force and effect.

Appears in 3 contracts

Samples: Share and Asset Purchase Agreement (Alibaba Group Holding LTD), Share and Asset Purchase Agreement (Yahoo Inc), Share and Asset Purchase Agreement (Alibaba Group Holding LTD)

Effect of Termination. In (a) Except as otherwise set forth in this Section 9.02, in the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach Willful Breach of this Agreement by a such party heretoprior to such termination subject to Section 6.03.

Appears in 3 contracts

Samples: Business Combination Agreement (Growth Capital Acquisition Corp.), Business Combination Agreement (BTRS Holdings Inc.), Business Combination Agreement (South Mountain Merger Corp.)

Effect of Termination. In the event of the termination of that this Agreement is terminated pursuant to Section 9.019.1, this Agreement shall forthwith become void, void and of no further force or effect and there shall be no liability under this Agreement hereunder on the part of any party the parties hereto; provided, except as set forth in however, that notwithstanding the foregoing, the provisions of Section 6.5 (Confidentiality), this Section 9.02, 9.2 and Article X, and X shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Oragenics Inc), Asset Purchase Agreement

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement Liability on the part of any party heretoParty, except as set forth in that (a) the provisions of this Section 9.02, 8.02 and Article XX shall survive the termination of this Agreement, and (b) nothing herein shall relieve a Party from Liability for any corresponding definitions set forth in Article I, or in the case intentional breach of termination subsequent to a willful material breach any provision of this Agreement by a party heretooccurring prior to the time of such termination.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party heretohereto or, to the extent applicable, their respective officers, directors, stockholders, members or Affiliates, except as the terms set forth in this Section 9.02, Article X, Section 6.2 and Article XIII shall survive any corresponding definitions set forth in Article I, or in the case of such termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Colony Financial, Inc.), Share Purchase Agreement (Colony Financial, Inc.), Asset Purchase Agreement (Colony Financial, Inc.)

Effect of Termination. (a) In the event of the a termination of this Agreement pursuant to Section 9.01Article 10.1(a) or 10.1(b) or 10.1(c), this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party heretoor their respective directors, officers, employees, agents or other representatives, except as set forth in this Section 9.02for the respective obligations of the parties under Articles 5.6, Article X10.3(c), and any corresponding definitions set forth 11.11, which shall remain in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretofull force and effect.

Appears in 3 contracts

Samples: Asset Purchase and Sale Agreement (Vic RMTS Dc LLC), Asset Purchase and Sale Agreement (Peoples Choice Tv Corp), Asset Purchase and Sale Agreement (Vic RMTS Dc LLC)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01this Article 10, this Agreement shall forthwith become voidvoid and have no effect, and there shall be no without any liability under this Agreement to any Person in respect thereof or of the transactions contemplated hereby on the part of any party hereto, Party except as set forth otherwise provided in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto11.2 hereof.

Appears in 3 contracts

Samples: Acquisition Agreement (Rstar Corp), Acquisition Agreement (Gilat Satellite Networks LTD), Acquisition Agreement (Gilat Satellite Networks LTD)

Effect of Termination. (a) In the event of the termination or abandonment of this Agreement pursuant to Section 9.0112.1, this Agreement shall forthwith become voidvoid and have no effect, and there shall be no without any liability under this Agreement on the part of any party heretohereto or its affiliates, except as set forth directors, or officers thereof other than pursuant to the provisions of this Section 12.2; provided, that nothing contained in this Section 9.02, Article X, and 12.2 shall relieve any corresponding definitions set forth in Article I, party from liability for any fraud or in the case of termination subsequent to a willful material intentional breach of any representation, warranty, covenant or other agreement contained in this Agreement by a party heretooccurring prior to termination.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Astris Energi Inc), Asset Purchase Agreement (ACME Global Inc.), Asset Purchase Agreement (Astris Energi Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.02, Article X, 9.03 and (b) nothing herein shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful party from liability for any intentional and material breach hereof prior to the date of such termination; provided, however, that Section 2.02(c)(ii) and Article X of this Agreement by a party heretoand the Confidentiality Agreement shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Genesis Microchip Inc /De), Agreement and Plan of Merger (Stmicroelectronics Nv), Agreement and Plan of Merger (Genesis Microchip Inc /De)

Effect of Termination. In Except as provided in Article 11, in the event of the termination of this Agreement pursuant to Section 9.0113.1, this Agreement shall forthwith become void; provided, and there however, that nothing herein shall be no relieve any party from liability under this Agreement on for the part willful breach of any party heretoof its representations, except as warranties, covenants or agreements set forth in this Section 9.02, Article X, Agreement and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement all funds deposited by a party heretoPurchaser shall be immediately refunded.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Fun City Popcorn Inc), Asset Purchase Agreement (Fun City Popcorn Inc), Asset Purchase Agreement (Fun City Popcorn Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any either party hereto, hereto except (a) as set forth in this Section 9.02, 5.03(b) and Article X, X and (b) that nothing herein shall relieve either party from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (NewPage Holding CORP), Asset Purchase Agreement (NewPage CORP), Asset Purchase Agreement (Glatfelter P H Co)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01in accordance with this Article, this Agreement shall forthwith become void, void and there of no further force or effect and no Party shall be no liability have any further right or obligation under this Agreement on the part of any party heretoAgreement, except as set forth in this Section 9.02, Article X, and (a) that nothing herein shall relieve a Party from any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach liability for any Willful Breach of this Agreement by a party heretooccurring prior to the date of termination of this Agreement and (b) the provisions of Section 6.2(c), this Section 7.5 and Article 9, which shall continue in full force and effect.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Blueknight Energy Partners, L.P.), Contribution Agreement (Blueknight Energy Partners, L.P.), Contribution Agreement

Effect of Termination. In Subject to Section 9.03 and except as set forth in Article X, in the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful and intentional material breach of this Agreement by a party hereto, as determined by a final non-appealable decision by a court of competent jurisdiction.

Appears in 3 contracts

Samples: Business Combination Agreement (Beard Energy Transition Acquisition Corp.), Business Combination Agreement (Beard Energy Transition Acquisition Corp.), Limited Liability Company Agreement (Spartan Acquisition Corp. II)

Effect of Termination. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 9.019.1 hereof, this Agreement shall forthwith immediately become voidvoid and have no effect, all rights and there shall be no liability under this Agreement on the part obligations of any party heretohereto shall cease except for agreements contained in Section 10.5 and neither party shall have any liability to the other parties or any of their affiliates, except directors, trustees, officers or shareholders; provided, however, that nothing herein shall relieve any party from the obligation to make payments to another party as set forth in required pursuant to this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto9.

Appears in 3 contracts

Samples: Amended Agreement and Plan of Merger (Mid Atlantic Realty Trust), Agreement and Plan of Merger (Kimco Realty Corp), Agreement and Plan of Merger (Mid Atlantic Realty Trust)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01in accordance with this Article IX, this Agreement shall forthwith become void, void and have no further force or effect and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 3 contracts

Samples: Stock Purchase Agreement (POSITIVEID Corp), Stock Purchase Agreement (Sanomedics, Inc.), Stock Purchase Agreement (POSITIVEID Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01this Article IX, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.029.2, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 3 contracts

Samples: Business Combination Agreement (Vast Solar Pty LTD), Business Combination Agreement (Nabors Energy Transition Corp.), Business Combination Agreement (Nabors Energy Transition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.3 hereof, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party parties hereto, except as set forth provided in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.10.4:

Appears in 3 contracts

Samples: Exchange and Contribution Agreement (Asr Investments Corp), Exchange and Contribution Agreement (Asr Investments Corp), Exchange and Contribution Agreement (Asr Investments Corp)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant in accordance with Section 9.1 hereof, subject to Section 9.019.2(b), this Agreement shall forthwith thereafter become voidvoid and have no effect, and there no party hereto shall be no have any liability under this Agreement on to the part of any other party heretohereto or their respective Affiliates, directors, officers or employees, except as set forth for the obligations of the parties hereto contained in this Section 9.029.2 and in Sections 10.1, Article X10.6, 10.7 and 10.9 hereof, and except that nothing herein will relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to party from liability for a willful material breach of any provision of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Republic Industries Inc), Agreement and Plan of Reorganization (Guy Salmon Usa LTD), Agreement and Plan of Reorganization (Republic Industries Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01in accordance with this Article IX, this Agreement shall forthwith become void, be null and there shall be void and of no liability under this Agreement on the part of any party heretofurther force and effect, except as set forth in this Section 9.029.02 and Article XI (other than Section 11.13), Article Xall of which shall survive any such termination, and there shall be no liability or obligation on the part of any corresponding definitions party, except (a) as set forth in Article ISection 9.03 or (b) subject to Section 9.03, with respect to any Losses incurred or in the case of termination subsequent to a willful material breach of this Agreement suffered by a party heretothat were the result of fraud or breach under this Agreement prior to termination.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Verisign Inc/Ca), Asset Purchase Agreement (TNS Inc)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 9.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party hereto or any Financing Source Related Party, except, in the case of any party hereto, except as set forth in Section 5.05, this Section 9.02Article IX and Article XI; provided, Article Xhowever, and that nothing in this Agreement shall relieve any corresponding definitions party hereto from liability for (i) failure to perform in any material respect the obligations set forth in Article I, Section 5.06 or in the case of termination subsequent to a willful (ii) any fraud or knowing and intentional material breach of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Arch Capital Group Ltd.), Stock Purchase Agreement (American International Group Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01in accordance with this Article, this Agreement and the Management Agreement shall forthwith become void, void and there shall be no liability under this Agreement herein or therein on the part of any party hereto, except hereto or thereto except: (a) as set forth in this ARTICLE IX and Section 9.02, Article X, 5.6 and any corresponding definitions set forth in Article IARTICLE XI hereof, or in any provisions expressly surviving the case termination of termination subsequent to a willful material breach of this the Management Agreement by a party hereto.as set forth therein;

Appears in 2 contracts

Samples: Investment Agreement, Investment Agreement

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.1, this Agreement shall forthwith terminate and become voidvoid and have no effect, and there shall be no without any liability under this Agreement or obligation on the part of any party heretoParty hereto or their respective Affiliates or Representatives in respect thereof, except (a) as set forth in Section 8.5, this Section 9.0210.3 and Article XII, Article Xeach of which shall survive the termination of this Agreement, and (b) that nothing herein will relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material Party from liability for any intentional breach of this Agreement by a party heretoor any fraud or intentional misconduct with respect to this Agreement.

Appears in 2 contracts

Samples: Transaction Agreement (Caesars Acquisition Co), Transaction Agreement (CAESARS ENTERTAINMENT Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.019.2, this Agreement shall forthwith become void, void and there shall be have no effect without any liability under this Agreement on the part of any party heretoParty, except as other than the provisions set forth in this Section 9.02, (a) Article VII and Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.;

Appears in 2 contracts

Samples: Preferred Partnership Agreement (Hartford Life Insurance Co), Preferred Partnership Agreement (Hartford Financial Services Group Inc/De)

Effect of Termination. In the event of Upon the termination of this Agreement pursuant to Section 9.01the terms hereof, this Agreement shall forthwith become void, will be void and there shall be no neither party will have any further liability under this Agreement on the part of any party heretoobligations with respect hereof, except as set forth otherwise provided in this Agreement, including Section 9.02, Article X, and any corresponding definitions set forth in Article I10.13, or in except and to the case of extent termination subsequent to a willful material results from the intentional breach of this Agreement by a party heretoof any of its representations, warranties or covenants hereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Patrick Industries Inc), Securities Purchase Agreement (Tontine Capital Partners L P)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 9.0112.1, this Agreement (other than with respect to the last sentence of Section 8.2, Section 9.2, this Section 12.2 and Article XV, which shall forthwith continue in effect) shall thereafter become voidvoid and have no effect, and there shall be no without any liability under this Agreement on the part of any party heretoor its Affiliates or Representatives in respect thereof, except as set forth in this Section 9.02, Article X, and that nothing herein will relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material party from liability for any breach of this Agreement by a party heretoor any other Transaction Document.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alanco Technologies Inc), Asset Purchase Agreement (Alanco Technologies Inc)

Effect of Termination. In the event of the Upon any termination of this Agreement pursuant to Section 9.018.1, this Agreement shall forthwith become void, wholly void and there of no effect with respect to the applicable Parties and such Parties shall be no released from all future obligations hereunder, provided that (i) nothing herein shall relieve any such Party from liability under this Agreement on the part of for any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretooccurring prior to such termination, and (ii) the provisions of Article I, Article VII, this Article VIII and Article IX shall remain in full force and effect pursuant to their terms and survive any termination of this Agreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (TH International LTD), Share Purchase Agreement (TH International LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.01, all obligations and agreements of the parties set forth in this Agreement shall forthwith become voidvoid except for the obligations set forth in: (i) Section 6.02 (Publicity) and (ii) Article IX (Indemnification), and there shall be no liability under this Agreement or obligation on the part of any party hereto, the parties hereto except as set forth otherwise provided in this Section 9.02Agreement. Notwithstanding the foregoing, Article X, and the termination of this Agreement shall not relieve either party of any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material liability for breach of this Agreement by a party heretoprior to the date of termination.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Newkirk Realty Trust, Inc.), Securities Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any either party hereto, hereto except (a) as set forth in this Section 9.02, Article X, X and (b) that nothing herein shall relieve either party from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretooccurring prior to such termination.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Medbox, Inc.), Membership Interest Purchase Agreement (Medbox, Inc.)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to by either Parent or the Company as provided in Section 9.019.1, this Agreement shall forthwith become voidvoid and have no effect except (i) Sections 7.2(b), 9.2 and there 10.3 shall be no liability under this Agreement on the part of survive any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a and (ii) that, notwithstanding anything to the contrary contained in this Agreement, no party heretoshall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (South Financial Group Inc), Agreement and Plan of Merger (Gulf West Banks Inc)

Effect of Termination. In the event of the valid termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party heretoParty, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful and material breach of this Agreement by a party heretoParty or in the case of fraud.

Appears in 2 contracts

Samples: Business Combination Agreement (IG Acquisition Corp.), Business Combination Agreement (European Sustainable Growth Acquisition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (i) as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, ; and (ii) nothing herein shall relieve any party from Liability for its Fraud or in the case of willful breach prior to termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Business Combination Agreement (WinVest Acquisition Corp.), Business Combination Agreement (WinVest Acquisition Corp.)

Effect of Termination. In the event of the termination of this Agreement by a Party pursuant to Section 9.019.1, written notice thereof shall forthwith be given by the terminating Party to the other Parties, and this Agreement shall forthwith thereupon terminate and become voidvoid and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Parties and there shall be no liability under this Agreement on the part of the CZH Holders, the CZH Transferors or SolarMax; provided, that no such termination shall relieve any party heretoParty of its obligations under Section 7.1, except as set forth in Section 7.3, this Section 9.02, Article X, and any corresponding definitions set forth in IX or Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoXI.

Appears in 2 contracts

Samples: Share Exchange Agreement (SolarMax Technology, Inc.), Share Exchange Agreement (SolarMax Technology, Inc.)

Effect of Termination. In the event of the termination of this Agreement pursuant to by either Parent or the Company as provided in Section 9.019.1, this Agreement shall forthwith become voidvoid and have no effect except (i) Sections 7.3(b), 7.4(e), 9.2 and there 10.3 shall be no liability under this Agreement on the part of survive any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a and (ii) that, notwithstanding anything to the contrary contained in this Agreement, no party heretoshall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Republic First Bancorp Inc), Agreement and Plan of Merger (Pennsylvania Commerce Bancorp Inc)

AutoNDA by SimpleDocs

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Section 9.03, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 2 contracts

Samples: Business Combination Agreement (Kensington Capital Acquisition Corp.), Business Combination Agreement (VectoIQ Acquisition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.017.2, this Agreement shall forthwith become voidvoid and have no further effect, and there shall be no liability under this Agreement or further obligation on the part of any party heretoMPX or iAnthus hereunder, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.that:

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement

Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 9.019.1, this Agreement (other than as set forth in Sections 7.3 and 9.5) shall forthwith become void, void and there shall be of no effect with no liability under this Agreement on the part of any party heretohereto (or of any of its directors, officers or other Representatives); provided, however, except as set forth otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of any covenant in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Salix Pharmaceuticals LTD), Agreement and Plan of Merger (Inkine Pharmaceutical Co Inc)

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 9.019.1, this Agreement shall forthwith become void, void and there shall be of no effect with no liability under this Agreement on the part of any party hereto, except as (i) that the provisions of this Agreement set forth in this Section 9.02, 9.2 and Article X, XI shall survive the termination hereof and (ii) that no such termination shall relieve any corresponding definitions set forth in Article I, party of any liability or in the case of termination subsequent to a willful material damages resulting from any breach by that party of this Agreement by a party heretoprior to such termination.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Penn America Group Inc), Stock Purchase Agreement (United National Group LTD)

Effect of Termination. In the event of the termination of (a) If this Agreement is terminated by IP or UWWH pursuant to Section 9.0110.1 hereof, then this Agreement shall forthwith become void, void and there shall be have no liability under this Agreement effect with no Liability on the part of any party heretothe Parties, except as to the extent that such termination results from the intentional breach by a Party of any of its covenants or agreements set forth in this Agreement; provided, however, that the provisions of the Confidentiality Agreement, this Section 9.0210.2, Article X, Section 10.3 and ARTICLE XI shall remain in full force and effect and shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xpedx Holding Co), Agreement and Plan of Merger (Xpedx Holding Co)

Effect of Termination. In the event of termination of this Agreement as provided in this Section 9, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party; provided, however, that each party hereto shall remain liable for any material breaches of this Agreement prior to its termination; and provided further, however, that, the provisions of Sections 8.1, 8.2 and 9.2 hereof shall remain in full force and effect and survive any termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part terms of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto9.2.

Appears in 2 contracts

Samples: Partnership Interest Purchase Agreement (Paincare Holdings Inc), Partnership Interest Purchase Agreement (Paincare Holdings Inc)

Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 9.0110., then this Agreement shall forthwith become voidwholly void and of no further force and effect, and there shall be no liability under this Agreement on the part of any party heretothe Parties, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.follows:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Paperweight Development Corp), Stock Purchase Agreement (Paperweight Development Corp)

Effect of Termination. In the event of the Upon termination of this Agreement prior to the Closing pursuant to Section 9.019.1, this Agreement shall forthwith become void, be null and there shall be void and of no liability under this Agreement on further force or effect (except that the part of any party hereto, except as provisions set forth in Section 6.3, this Section 9.02, 9.2 and Article X, and the Confidentiality Agreement, shall remain in full force and effect in accordance with their respective terms); and no Party shall have any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material further Liability under this Agreement (other than for any wilful breach of this Agreement by a party heretoits obligations hereunder).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Delmarva Power & Light Co /De/), Purchase and Sale Agreement (Atlantic City Electric Co)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, 9.02 and Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretohereto or in the case of fraud.

Appears in 2 contracts

Samples: Business Combination Agreement (Kensington Capital Acquisition Corp. V), Business Combination Agreement (Arrival)

Effect of Termination. In If this Agreement is terminated in accordance with Section 9.01 and the event transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect except that (i) the terms and provisions of this Section 9.02, Section 7.04 and Article X shall remain in full force and effect and (ii) any termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of not relieve any party hereto, except as set forth in this Section 9.02, Article X, and hereto from any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material liability for any breach of this Agreement by a party heretoits obligations hereunder.

Appears in 2 contracts

Samples: Restructuring Agreement (Memc Electronic Materials Inc), Restructuring Agreement (Memc Electronic Materials Inc)

Effect of Termination. In the event of the termination of that this Agreement is terminated pursuant to Section 9.0111.2 hereof, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (i) as set forth in this Section 9.02, Article X, this Section 11.2, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoXII.

Appears in 2 contracts

Samples: Merger Agreement (WiMi Hologram Cloud Inc.), Merger Agreement (Venus Acquisition Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.0111.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement hereunder on the part of any party hereto, except (a) as set forth in this Section 9.0211.03 and (b) nothing herein shall relieve any party from liability for any breach hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement and the terms of Section 9.01(b) and Article X, and XII shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Transaction Agreement (Rubicon Medical Corp), Transaction Agreement (Rubicon Medical Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.0110.1, this Agreement shall will forthwith become voidvoid and of no further force and effect and the parties will be released from any and all obligations hereunder; provided, and there shall be no however, that nothing herein will relieve any party from liability under this Agreement on for the part willful breach of any party heretoof its representations, except as warranties, covenants or agreements set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (CMG Holdings, Inc.), Stock Purchase Agreement (CMG Holdings Group, Inc.)

Effect of Termination. In the event of the termination of (a) If Buyer or Seller terminates this Agreement pursuant to Section 9.019.1, written notice thereof shall immediately be provided to the other Party, and this Agreement and the transactions contemplated hereby shall become null and void and of no further force and effect (except that Section 7.4(b), this Agreement Article IX and Article X shall forthwith become voidsurvive any such termination), and there no Party shall be no have any liability under this Agreement on the part of to any party hereto, other Party hereunder except as otherwise expressly set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Vca Antech Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.0110.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (i) as set forth in this Section 9.02, Article XXI, and any corresponding definitions set forth in Article I, or (ii) in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 2 contracts

Samples: Merger Agreement and Plan of Reorganization (Hennessy Capital Investment Corp. V), Merger Agreement and Plan of Reorganization (Hennessy Capital Investment Corp. V)

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 9.0111.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement Liability on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoeither Party.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (KLX Inc.), Separation and Distribution Agreement (KLX Inc.)

Effect of Termination. In the event of Except as otherwise specified in this Agreement, including but not limited to in Article XII, upon the termination of this Agreement pursuant to Section 9.0113.1, this Agreement shall forthwith become null and void, and there except that nothing herein shall be no liability under this Agreement on the part of relieve any party hereto, except as set forth in this Section 9.02, Article X, and from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoprior to such termination.

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement (Centene Corp), Asset Sale and Purchase Agreement (Centene Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01this Article VII, the transactions contemplated hereby shall be deemed abandoned and this Agreement shall forthwith become void, and there except that the provisions of Section 8.11 shall be no liability under survive any termination of this Agreement; provided, however, that nothing in this Agreement on the part of shall relieve any party hereto, except as set forth in this Section 9.02, Article X, and from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (Global Employment Holdings, Inc.), Share Purchase Agreement (Global Employment Holdings, Inc.)

Effect of Termination. In the event of the Upon termination of this Agreement prior to the Closing pursuant to Section 9.019.1, this Agreement shall forthwith become void, be null and there shall be void and of no liability under this Agreement on further force or effect (except that the part of any party hereto, except as provisions set forth in Section 6.2, this Section 9.02, 9.2 and Article X, and the Confidentiality Agreement, shall remain in full force and effect in accordance with their respective terms); and no Party shall have any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material further Liability under this Agreement (other than for any wilful breach of this Agreement by a party heretoits obligations hereunder).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Delmarva Power & Light Co /De/), Purchase and Sale Agreement (Atlantic City Electric Co)

Effect of Termination. In the event of the termination of this Agreement pursuant by a party to this Agreement as provided in Section 9.019.01 hereof, this Agreement shall shall, except as provided in this Agreement, forthwith become void, void and there shall not be no any liability under or obligation with respect to the terminated provisions of this Agreement on the part of any party heretothe parties hereto or their respective officers or directors, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in to the case of extent such termination subsequent to a results from the willful material breach of this Agreement by a party heretoof any of its representations, warranties or agreements hereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Healthextras Inc), Securities Purchase Agreement (Healthextras Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any either party hereto, hereto except (a) as set forth in this Section 9.02, 5.02 and Article X, XI and (b) that nothing herein shall relieve either party from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretooccurring prior to such termination.

Appears in 2 contracts

Samples: Purchase Agreement (Abbott Laboratories), Purchase Agreement (Boston Scientific Corp)

Effect of Termination. In the event of the termination of this --------------------- Agreement pursuant to by either the Seller or the Purchaser as provided in Section 9.017.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party heretoParty to any other Party under this Agreement, except as set forth that the provisions of Section 9.7 and Article X shall continue in this Section 9.02, Article X, full force and effect and except that nothing herein shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material Party from liability for any breach of this Agreement by a party heretoprior to such termination.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Albany Ladder Co Inc), Asset Purchase Agreement (Albany Ladder Co Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, this Agreement and the Ancillary Agreements shall forthwith become void, void (except for Article X hereof) and there shall be no liability under this Agreement on the part of any party hereto, either Party hereto except (a) as set forth in this Section 9.02Sections 2.04, Article X5.03 and 10.01, and (b) that nothing herein shall relieve either Party from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of any representation or warranty, or willful breach of any covenant or obligation, contained in this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Integrated Ventures, Inc.), Asset Purchase Agreement (Integrated Ventures, Inc.)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 9.019.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party heretohereto or, to the extent applicable, their respective officers, directors, stockholders, members or Affiliates, except as the terms set forth in this Section 9.02, Article X, IX and Article X shall survive any corresponding definitions set forth in Article I, or in the case of such termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Colony Financial, Inc.)

Effect of Termination. In the event of the --------------------- termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.029.03 and (b) nothing herein shall relieve any party from liability for any intentional breach hereof prior to the date of such termination; provided, Article Xhowever, and that the Confidentiality Agreement shall survive any corresponding definitions set forth in Article I, or in the case of -------- ------- termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Siemens Aktiengesellschaft/Adr), Agreement and Plan of Merger (Siemens Aktiengesellschaft/Adr)

Effect of Termination. In the event of the Upon termination of this Agreement prior to the Closing pursuant to Section 9.019.1, this Agreement shall forthwith become void, be null and there shall be void and of no liability under this Agreement on further force or effect (except that the part of any party hereto, except as provisions set forth in this Section 9.02, 9.2 and Article X, X shall remain in full force and effect in accordance with their respective terms); and no Party shall have any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material further liability under this Agreement (other than for any wilful breach of this Agreement by a party heretoits obligations hereunder).

Appears in 2 contracts

Samples: Asset Transfer Agreement (Conectiv), Asset Transfer Agreement (Conectiv)

Effect of Termination. In the event of the termination Except as otherwise provided in Section 9.01 of this Agreement, if this Agreement is terminated pursuant to Section 9.017.01 hereof, this Agreement shall forthwith become voidvoid (other than Section 5.02 and Section 9.01 hereof, which shall remain in full force and effect), and there shall be no further liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in of the case of termination subsequent parties to a willful material breach of this Agreement by a party heretothe other.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Guaranty Bancshares, Inc.), Agreement and Plan of Merger (Northwest Bancorp Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to by any party hereto as provided in Section 9.0111.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party hereto, except as set forth hereto with respect to the transactions contemplated in this Section 9.02Agreement or any Ancillary Documents except (i) under the Confidentiality Agreement, Article X, (ii) ARTICLE XV and any corresponding definitions set forth in Article I, or in (iii) to the case of extent that such termination subsequent to a results from the willful material breach of this Agreement by a party heretohereto of any of its representations and warranties or of any of its covenants or agreements contained in this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Atlas Pipeline Partners Lp)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any either party hereto, hereto except (a) as set forth in this Article X (other than Section 9.02, Article X, 10.03) and (b) that nothing herein shall relieve either party from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sun Pharmaceutical Industries LTD), Agreement and Plan of Merger (Taro Pharmaceutical Industries LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in Section 7.05(b) (Continued Effect of Confidentiality Agreement), this Section 9.02, 9.02 (Effect of Termination) and Article X, X (General Provisions) and any corresponding definitions set forth in Article I, or in the case of termination subsequent to fraud or a willful material breach of this Agreement by a party heretohereto occurring prior to such termination.

Appears in 2 contracts

Samples: Business Combination Agreement (Galata Acquisition Corp.), Registration Rights Agreement (Switchback II Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Section 9.03, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 2 contracts

Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)

Effect of Termination. In the event of the termination of If this Agreement pursuant to Section 9.01is terminated and the Merger and the other transactions contemplated hereby are abandoned as described in this Article 9, this Agreement shall forthwith become void, void and there shall be of no liability under this Agreement on the part of any party heretofurther force or effect, except as set forth for the provisions of Sections 6.2, 6.4 and this Section 9.2; provided that nothing in this Section 9.02, Article X, 9.2 shall be deemed to release any Party from any liability for any breach by such Party of the terms and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach provisions of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Audiocodes LTD), Agreement and Plan of Merger (Audiocodes LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto (or any Representatives of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach ) other than for breaches of this Agreement by a party heretoprior to the date of such termination; provided, however, that the terms of Section 7.06, this Article IX and Article X shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (Baidu, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in this Section 9.019, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party heretoparty; provided, except as set forth in this Section 9.02however, Article X, and that each Party hereto shall remain liable for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach breaches of this Agreement by a party heretoprior to its termination; and provided, further, however, that, the provisions of Sections 7.7 and 7.8 and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Modern Medical Modalities Corp), Asset Purchase Agreement (Modern Medical Modalities Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.019.1, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, 9.3 and Article X; provided, and however, that the Confidentiality Agreement shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cable & Wireless PLC), Agreement and Plan of Merger (Digital Island Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.02, 9.03 and Article X, X and (b) nothing herein shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a party from liability for any willful material breach of a covenant hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cryocor Inc), Agreement and Plan of Merger (Cryocor Inc)

Effect of Termination. In the event of the termination of this Agreement by the Seller Parties or the Buyer pursuant to Section 9.01this Article 12, this Agreement shall forthwith become voidnull and void and of no further force or effect, except for the provisions of (i) Article 14 relating to the obligation of each of the parties to keep confidential certain Information obtained by it, (ii) Article 13 relating to certain expenses, and there (iii) this Article 12, and except that nothing in this Article 12 shall be no deemed to release any Party from any liability under this Agreement on for any prior willful breach by such Party of the part of any party hereto, except as set forth in this Section 9.02, Article X, terms and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach provisions of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Montpelier Re Holdings LTD), Stock Purchase Agreement (Gainsco Inc)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to by any party hereto as provided in Section 9.019.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party hereto, WRI or ONEOK except as set forth in (i) with respect to this Section 9.029.2, the second and third sentences of Section 6.4, Section 9.3 and Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by (ii) a party heretoshall be liable to the extent that such termination results from the willful breach by such party hereto of any of its representations or warranties or of any of its covenants or agreements contained in this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Oneok Inc), Agreement (Western Resources Inc /Ks)

Effect of Termination. In the event of the termination of this --------------------- Agreement pursuant to as provided in Section 9.0110.1, this Agreement shall forthwith become void, void and there no party hereto shall be no have any liability or further obligation to any other party hereto under or by reason of this Agreement on or the part of any party heretotransactions contemplated hereby, except as set forth in this Section 9.02, Article X, and for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by occurring prior to or as a party hereto.result of termination of this Agreement, and except that:

Appears in 2 contracts

Samples: Agreement And (Digital Video Systems Inc), Agreement And (Digital Video Systems Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.