Effect of Termination and Abandonment. Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereof, this Agreement shall become void and have no effect, and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.
Appears in 12 contracts
Samples: Agreement and Plan of Merger and Reorganization (U-Store-It Trust), Agreement and Plan of Merger (Republic Property Trust), Agreement and Plan of Merger (Dupont Fabros Technology, Inc.)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, no party to this Agreement shall become void and have no effect, and no party shall have any liability or further obligation to the any other party hereunder except (a) as set forth in connection with the transactions contemplated hereby, including the Merger, or as a result of the Sections 8.03 and 9.01 and (b) that termination of this Agreement; provided, that the foregoing shall will not relieve a breaching party of from liability for any liability as a result of a willful breach of any of the terms of this AgreementAgreement giving rise to such termination.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Lakeview Financial Corp /Nj/), Agreement and Plan of Merger (Admiralty Bancorp Inc), Agreement and Plan of Merger (Royal Bank of Canada \)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any breach of any of the terms of this Agreement.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Mmi Companies Inc), Agreement and Plan of Merger (MCN Energy Group Inc), Agreement and Plan of Merger (American International Group Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of this Agreement.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Yellow Roadway Corp), Agreement and Plan of Merger (Vintage Petroleum Inc), Agreement and Plan of Merger (Usf Corp)
Effect of Termination and Abandonment. Upon In the event of any termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereof7.1, this Agreement shall (other than as set forth in Section 8.1 below) immediately will become void and have there will be no effectliability or obligation on the part of any party or their respective Affiliates, and no party shall have any liability to the other in connection with the transactions contemplated herebystockholders, including the Mergerdirectors, officers, agents or as a result of the termination of this Agreementrepresentatives; provided, that the foregoing shall not no such termination will relieve a any party of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Superior Silver Mines Inc), Agreement and Plan of Reorganization (Applied Digital Solutions Inc), Agreement and Plan of Reorganization (Applied Digital Solutions Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement shall become void and have of no effecteffect with no liability or further obligation of any kind on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives), except (i) as provided in Section 9.01 and (ii) that no such termination shall relieve any party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 6 contracts
Samples: Merger Agreement (American River Bankshares), Agreement to Merge and Plan of Reorganization (Bank of Marin Bancorp), Agreement and Plan of Merger (Bank of Marin Bancorp)
Effect of Termination and Abandonment. Upon In the event of a termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VII, this Agreement shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to financial advisors or other Representatives), other than the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination provisions of this AgreementSection 7.5 and Section 7.6; provided, that the foregoing however, that, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Mondavi Robert Corp), Agreement and Plan of Merger (Navigant International Inc), Agreement and Plan of Merger (Metals USA Plates & Shapes Southcentral, Inc.)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VII, this Agreement shall become void and have of no effecteffect with no liability or further obligation of any kind on the part of any Party (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives), except (i) as provided in Section 7.02(b) and (ii) that no such termination shall relieve any party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party hereto of any liability as a result of a or damages resulting from any willful and intentional breach of any of the terms of this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Banc of California, Inc.), Agreement and Plan of Merger (CU Bancorp), Agreement and Plan of Merger (Pacwest Bancorp)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofExchange in accordance with the provisions of this Article, this Agreement shall become void and have of no effecteffect with no liability on the part of any party to this Agreement or of any of its directors, and no party shall have any liability to the officers, employees, agents, legal or financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives; provided, that the foregoing however, no such termination shall not relieve a any party of to this Agreement from any liability as a result of a for damages resulting from any breach of any of the terms of this Agreement.
Appears in 4 contracts
Samples: Exchange Agreement (Eurotech LTD), License and Exchange Agreement (Eurotech LTD), Exchange Agreement (Markland Technologies Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement (other than as set forth in Section 10.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, however, that the foregoing no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any breach of any of the terms of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Sicor Inc), Agreement and Plan of Merger (Ivax Corp)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement (other than as set forth in Section 10.1) shall become void and have of no effecteffect with no liability or obligation on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Concord Communications Inc), Agreement and Plan of Merger (Niku Corp), Agreement and Plan of Merger (Computer Associates International Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article 9, this Agreement (other than as set forth in Sections 6.4(b) and 6.6) shall become void and have of no effect, and effect with no liability on the part of any party shall have hereto (or of any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementits representatives); provided, however, that the foregoing no such termination shall not relieve a any party of hereto from any liability as a result of a for damages (or fees and out-of-pocket expenses) resulting from any willful and intentional breach of any of the terms of this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Interval Leisure Group, Inc.), Stock Purchase Agreement (Interval Leisure Group, Inc.), Stock Purchase Agreement (Interval Leisure Group, Inc.)
Effect of Termination and Abandonment. Upon If this Agreement is terminated and the termination Merger is abandoned pursuant to this Article VIII, this Agreement, except for the provisions of this Agreement Section 8.05 and abandonment 5.02(c), 8.06 and Article IX (each of the Merger pursuant to Section 8.1 or 8.2 hereofwhich shall survive any such termination), this Agreement shall forthwith become void and have no effect, and no party shall have without any liability to on the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party part of any party or its directors, officers or stockholders. Nothing in this Section 8.05 shall relieve any party to this Agreement of liability as a result of a for any willful breach of any of the terms of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dial Corp /New/), Agreement and Plan of Merger (Juno Lighting Inc), Agreement and Plan of Merger (Fremont Partners Lp)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement (other than as set forth in Section 10.1) shall become void and have of no effecteffect with no liability of any party hereto (or any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, however, that the foregoing except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan (Merck & Co Inc)
Effect of Termination and Abandonment. Upon (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, that, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (Cingular Wireless LLC), Agreement and Plan of Merger (At&t Wireless Services Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereof5.5, this Agreement shall become void and have of no effecteffect with no liability to any person on the part of any Party (or of any of its representatives or Affiliates); provided, and however, that (a) no party such termination shall have relieve any Party of any liability or damages to the other Party resulting from any breach of this Agreement and (b) the provisions set forth in connection with the transactions contemplated hereby, including the Merger, or as a result of Section 2.6 and this Article V shall survive the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.
Appears in 4 contracts
Samples: Assignment Agreement (Fintech Holdings Inc.), Assignment Agreement (Fintech Holdings Inc.), Assignment Agreement (Fintech Holdings Inc.)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article 6, this Agreement shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Mergerfinancial advisors, or as a result of the termination of this Agreementother representatives); provided, however, that the foregoing except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Robcor Properties Inc), Agreement and Plan of Merger (Java Detour Inc.), Agreement and Plan of Merger (Nicklebys Com Inc)
Effect of Termination and Abandonment. Upon In the event of the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement shall become void and have of no effecteffect with no liability on the part of any Party (or of any of its Representatives); provided, and however, that (i) no party such termination shall have relieve any Party from any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination for damages resulting from any willful and intentional breach of this Agreement; provided, that the foregoing and (ii) this Article VIII, Sections shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreementsurvive such termination.
Appears in 3 contracts
Samples: Merger Agreement (Diego Pellicer Worldwide, Inc), Share Exchange/Merger Agreement (Bio-en Holdings Corp.), Merger Agreement (Empire Minerals Corp)
Effect of Termination and Abandonment. Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article 8, this Agreement shall become be void and have of no other effect, and there shall be no liability by reason of this Agreement or the termination thereof on the part of any party shall have any liability to the hereto (other in connection with the transactions contemplated hereby, including the Mergerthan for breach of a covenant contained herein), or as a result on the part of the termination of this Agreement; providedrespective directors, that the foregoing shall not relieve a party of any liability as a result of a breach officers, employees, agents, or shareholders of any of the terms of this Agreementthem.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SCB Computer Technology Inc), Agreement and Plan of Merger (Healthstream Inc), Agreement and Plan of Merger (SCB Computer Technology Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or grossly negligent breach of any of the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (Usf&g Corp), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); PROVIDED, HOWEVER, except as otherwise provided herein, no such termination shall relieve any party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party hereto of any liability as a result of a or damages resulting from any breach of any of the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc), Agreement and Plan (Emergent Group Inc/Ny), Agreement and Plan of Merger (Clearview Cinema Group Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.01) shall become void and have of no effecteffect with no liability or further obligation on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Metrocorp Inc), Agreement and Plan of Merger (Placer Sierra Bancshares), Shareholder Agreement (Centennial Bank Holdings, Inc.)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jfax Com Inc), Agreement and Plan of Merger (Efax Com Inc), Agreement and Plan of Merger (Efax Com Inc)
Effect of Termination and Abandonment. Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article, this Agreement shall become be void and have of no other effect, and there shall be no liability by reason of this Agreement or the termination thereof on the part of any party shall have any liability to the other in connection with the transactions contemplated hereby, including the Mergerhereto, or as a result on the part of the termination of this Agreement; providedrespective directors, that the foregoing shall not relieve a party of any liability as a result of a breach officers, employees, agents or shareholders of any of the terms of this Agreementthem.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PMT Services Inc /Tn/), Agreement and Plan of Merger (PMT Services Inc /Tn/), Agreement and Plan of Merger (PMT Services Inc /Tn/)
Effect of Termination and Abandonment. Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 6.1 or 8.2 6.2 hereof, this Agreement shall become void and have no effect, and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, Merger or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kite Realty Group Trust), Agreement and Plan of Merger (Kite Realty Group Trust), Agreement and Plan of Merger (Kite Realty Group Trust)
Effect of Termination and Abandonment. Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Section, this Agreement shall become be void and have of no other effect, and there shall be no liability by reason of this Agreement or the termination thereof on the part of any party shall have any liability to the hereto (other in connection with the transactions contemplated hereby, including the Mergerthan for breach of a covenant contained herein), or as a result on the part of the termination of this Agreement; providedrespective directors, that the foregoing shall not relieve a party of any liability as a result of a breach officers, employees, agents or shareholders of any of the terms of this Agreementthem.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Envoy Corp /Tn/), Agreement and Plan of Merger (Envoy Corp /Tn/), Agreement and Plan of Merger (Envoy Corp /Tn/)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article 7, this Agreement shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Mergerfinancial advisors, or as a result of the termination of this Agreementother representatives); provided, however, that the foregoing except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Trafalgar Ventures Inc), Agreement and Plan of Merger (Salmon Express Inc), Agreement and Plan of Merger (Bio Dyne Corp /Ga)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to Section 8.1 or 8.2 hereofthis ARTICLE XI, this Agreement (other than as set forth in Section 13.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, and no party shall have any liability to the officers or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this AgreementRepresentatives); provided, however, that the foregoing no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any breach of any of the terms of this AgreementAgreement prior to such termination.
Appears in 3 contracts
Samples: Formation, Contribution and Merger Agreement (Harris Corp /De/), Intellectual Property Agreement (Stratex Networks Inc), Intellectual Property Agreement (Harris Corp /De/)
Effect of Termination and Abandonment. Upon the termination of If this Agreement is terminated and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereoftransactions contemplated hereby are abandoned as described in this ARTICLE VII, this Agreement shall become void and have no effectvoid, and of no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementfurther force and effect; provided, that the foregoing this Section 7.3 and ARTICLE VIII shall not relieve a survive such termination. Nothing in this ARTICLE VII shall be deemed to release any party of from any liability as a result of a for any breach of any by such party of the terms and provisions of this Agreement, or to impair the right of any party to compel specific performance by another party of its obligations under this Agreement.
Appears in 3 contracts
Samples: Reclassification Agreement (MSC Industrial Direct Co Inc), Reclassification Agreement (Sands Richard Et Al), Reclassification Agreement (Constellation Brands, Inc.)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, and no party shall have any liability to the officers, employees, agents, legal or financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, no such termination shall not relieve a any party of hereto from any liability as a result of a for any breach of any of the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Carpenter Tommie R), Agreement and Plan of Merger (Specialty Teleconstructors Inc), Agreement and Plan of Merger (Specialty Teleconstructors Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IV, this Agreement shall forthwith become null and void and have no effect, and no party hereto shall have any liability or further obligation to the any other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (SAIC, Inc.)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, however, that the foregoing no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any breach of any of the terms of this AgreementAgreement prior to termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nisource Inc), Agreement and Plan of Merger (Columbia Energy Group)
Effect of Termination and Abandonment. Upon In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement (other than this Section 9.5, the second sentence of Section 6.2, Section 7.2 and Article X) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, and no party shall have any liability to the officers, employees, consultants, contractors, agents, attorneys or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this AgreementRepresentatives); provided, however, that the foregoing no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this AgreementAgreement by such party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Selectica Inc), Agreement and Plan of Merger (Selectica Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 8.5(b) and in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western National Corp), Agreement and Plan of Merger (American General Corp /Tx/)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis ARTICLE X, this Agreement (other than as set forth in this Section 10.5 and Section 11.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this AgreementRepresentatives); provided, that the foregoing however, that, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a breach of or damages resulting from any of the terms fraud or Willful Breach of this Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement and Plan of Merger (Terex Corp), Business Combination Agreement and Plan of Merger
Effect of Termination and Abandonment. Upon In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than this Section 8.2, Article IX and the Confidentiality Agreement) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, and no party shall have any liability to the officers, employees, consultants, contractors, agents, attorneys or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this AgreementRepresentatives); provided, however, that the foregoing no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this AgreementAgreement by such party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Professional Diversity Network, Inc.), Agreement and Plan of Merger (Ladurini Daniel)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger Transaction pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, and no party shall have any liability to the officers or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this AgreementRepresentatives); provided, however, that the foregoing no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any breach of any of the terms of this AgreementAgreement prior to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lowrance Electronics Inc), Agreement and Plan of Merger (Simrad Yachting As)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in this Section 8.5 and Section 9.1) shall become void and have of no effect, and effect with no party shall have any liability to on the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party part of any liability as a result of a breach party hereto (or of any of the terms of this Agreementits directors, officers, employees, agents, legal and financial advisors or other representatives).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MCC Acquisition Holdings Corp), Agreement and Plan of Merger (Carter Wallace Inc /De/)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VII, this Agreement shall become void and have of no effect, and effect with no party shall have any liability to any Person on the other in connection with the transactions contemplated hereby, including the Merger, part of any Party (or as a result of the termination any of this Agreementits representatives or Affiliates); provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.however, that
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Biohaven Research Ltd.), Membership Interest Purchase Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger Share Issuance pursuant to Section 8.1 or 8.2 hereofthis Article V, this Agreement (other than as set forth in Section 6.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting solely from any wilful breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Contribution Agreement (Westar Capital Inc), Contribution Agreement (Protection One Alarm Monitoring Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Merger Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Merger Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Merger Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conmed Corp), Agreement and Plan of Merger (Bionx Implants Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effect, and effect with no party shall have any liability to the (other than as set forth in connection with the transactions contemplated hereby, including the MergerSection 8.6(b) or 8.6(c), or as a result of in the termination proviso at the end of this Agreement; provided, that sentence) on the foregoing shall not relieve a party part of any liability as a result of a breach party to this Agreement or of any of the terms its directors, officers, employees, agents, legal or financial advisors or other representatives; provided that no such termination shall relieve any party to this Agreement from any liability for damages resulting from any breach of this Agreement.
Appears in 2 contracts
Samples: Restructuring and Section 303 Agreement (Weblink Wireless Inc), Restructuring and Section 303 Agreement (Metrocall Inc)
Effect of Termination and Abandonment. Upon (a) In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, and no party shall have any liability to the officers or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this AgreementRepresentatives); provided, however, that the foregoing no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any breach of any of the terms of this AgreementAgreement prior to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accredo Health Inc), Agreement and Plan of Merger (Medco Health Solutions Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement shall become void and have (other than this Section 8.2) with no effect, and no liability on the part of either party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, (or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.its representatives);
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than Sections 8.2 and 8.3 and Article IX) shall become void and have of no effect, and further force or effect with no liability on the part of any party shall have hereto (or of any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementits Representatives); provided, however, that the foregoing no such termination shall not relieve a any party of hereto from any liability as a result of a for any breach of any of the terms of this AgreementAgreement prior to termination.
Appears in 2 contracts
Samples: Shareholder Agreement, Agreement and Plan of Merger (Union Pacific Corp)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, Table of Contents however, except as otherwise provided herein, that the foregoing no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intercontinentalexchange Inc), Agreement and Plan of Merger (Intercontinentalexchange Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, no party to this Agreement shall become void and have no effect(nor any of their respective officers, and no party directors or agents) shall have any liability or further obligation to the any other party hereunder except as set forth in connection with the transactions contemplated herebysubsections (b) and (c) below and in Section 9.01, including the Merger, or as a result of the except that termination of this Agreement; provided, that the foregoing shall not relieve a party of from liability for any liability as a result of a willful breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alteon Websystems Inc), Agreement and Plan of Merger (Nortel Networks Corp)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, no party to this Agreement shall become void and have no effect, and no party shall have any liability or further obligation to any other party hereunder except that (i) this Section 8.02, Section 6.06(e) and Article IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary, neither SHBI nor TCFC shall be relieved or released from any liabilities or damages to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of hereto resulting from any liability as a result of a knowing and intentional breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Shareholder Agreement (Community Financial Corp /Md/), Shareholder Agreement (Shore Bancshares Inc)
Effect of Termination and Abandonment. Upon (a) Subject to the following subsections (b) and (c), in the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1 and this Section 8.5) shall become void and have of no effect, and no party shall have effect without any liability to the other in connection with the transactions contemplated herebythan Section 6.6, including the MergerSection 6.8, or as a result of the termination of this AgreementSection 8.5 and Article IX, which shall survive such termination; provided, that the foregoing however, no such termination shall not relieve a any party hereto of any liability as a result of a for any willful or intentional breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firearms Training Systems Inc), Agreement and Plan of Merger (Meggitt USA Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Offer or the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VII, this Agreement (other than as set forth in this Section 7.6 and in Section 8.1) shall become void and have of no effect, and effect with no party shall have liability on the part of any liability to the other in connection with the transactions contemplated hereby, including the Merger, Party (or as a result of the termination any of this Agreementits respective Representatives); provided, that the foregoing no such termination shall not relieve a party of any Party from any liability as a result for fraud or Willful Breach of a breach of any of the terms this Agreement prior to such termination. For purposes of this Agreement., the term “
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/), Agreement and Plan of Merger (Keyw Holding Corp)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VII, this Agreement (other than as set forth in Section 8.1) shall become void and have of no effecteffect with no liability on the party of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or grossly negligent breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patterson Energy Inc), Agreement and Plan of Merger (Uti Energy Corp)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability of any party hereto (or any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thomas & Betts Corp), Agreement and Plan of Merger (Allegheny Power System Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article V, (i) this Agreement shall immediately will become void and have of no effect, except that Sections 3.1.5, 5.3, 5.4, 6.2, 6.10, 6.11, 6.12, and 6.13 will survive the event of termination; and (ii) no party hereto (or any of its directors or officers) shall have any liability or further obligation to the any other in connection with the transactions contemplated herebyparty to this Agreement, including the Merger, or as a result of the termination except for breach of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this AgreementAgreement prior to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inet Technologies Inc), Agreement and Plan of Merger (Tektronix Inc)
Effect of Termination and Abandonment. Upon In the ------------------------------------- event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement shall ------------ forthwith become void and have no effect, and no party hereto (or any of its directors, officers or stockholders) shall have any liability or further obligation to the any other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of party to this Agreement; provided, except that the foregoing shall not nothing herein will relieve a any party of from liability for any liability as a result of a breach of any of the terms its representations or warranties under this Agreement or its failure to comply with one of its covenants, agreements or obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Eco Corp), Agreement and Plan of Merger (Giant Group LTD)
Effect of Termination and Abandonment. Upon 7.5.(a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article 7, this Agreement (other than as set forth in this Section 7.5 and Section 8.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, and no party shall have any liability to the officers, employees, agents, legal or financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that however, no such termination shall relieve any party hereto from any obligation to pay, if applicable, the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreementtermination fee pursuant to Section 7.5(b) or 7.5(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PSC Inc), Agreement and Plan of Merger (PSC Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.01) shall become void and have of no effecteffect with no liability or further obligation on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise provided herein, no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party otherwise be relieved of any liability as a result of a or damages resulting from any breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (East West Bancorp Inc), Agreement of Merger (East West Bancorp Inc)
Effect of Termination and Abandonment. Upon 5.5.1. In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article V, this Agreement (other than as set forth in Section 6.1) shall become void and have of no effect, and effect with no party shall have liability on the part of either Party (or of any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementtheir Representatives); provided, however, that no termination shall relieve either Parent or the foregoing shall not relieve a party Company of any liability as a result of a for damages resulting from any willful and intentional breach of this Agreement or from any of obligation to pay, if applicable, the terms of this Agreementamounts payable pursuant to Section 5.5.2 or 5.5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Young & Rubicam Inc), Agreement and Plan of Merger (WPP Group PLC)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement shall become void and have (other than this Section 8.2) with no effect, and no liability on the part of either party shall have (or of any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementits representatives); provided, that the foregoing however, no such termination shall not relieve a either party of from any liability as a result of a for damages resulting from any willful or intentional breach of this Agreement whether or not any of the terms of fees contemplated by this AgreementSection 8.2 are payable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Robinson Nugent Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article 8, this Agreement shall become void and have no effect, and no party thereto (or any of its directors or officers) shall have any liability or further obligation to the any other party to this Agreement, except as provided in connection with the transactions contemplated hereby, including the Merger, or as a Sections 9.1 and 9.2. No termination of this Agreement shall result of in the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any obligations of the terms of this Agreementparties under Sections 5.1(k), 5.2(f), 6.2(a) or 9.1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intelligent Electronics Inc), Agreement and Plan of Merger (Xlconnect Solutions Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, no party to this Agreement shall become void and have no effect, and no party shall have any liability or further obligation to the any other in connection with the transactions contemplated herebyparty hereunder except that (i) this Section 8.02, including the Merger, or as a result of the Section 6.06(d) and Article IX shall survive any termination of this Agreement; providedAgreement and (ii) notwithstanding anything to the contrary, that the foregoing neither TriCo nor FNBB shall not relieve a party be relieved or released from any liabilities or damages arising out of any liability as a result of a its fraud or willful breach of any of the terms provision of this Agreement.
Appears in 2 contracts
Samples: Bank Merger Agreement (Trico Bancshares /), Bank Merger Agreement (FNB Bancorp/Ca/)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Offer and the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement (other than as set forth in Section 10.1) shall become void and have of no effecteffect with no liability on the part of any party hereto or its Subsidiaries or Affiliates (or of any of their respective directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, however, that the foregoing except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a resulting from any breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eon Labs Inc), Agreement and Plan of Merger (Novartis Ag)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement (other than, with respect to the parties hereto, the obligations pursuant to this Section 9.5 and Sections 10.1 and 10.2) shall become void and have of no effect, and effect with no party shall have any liability to on the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party part of any liability as a result of a breach party hereto (or of any of the terms of this Agreementits directors, officers, employees, agents, legal and financial advisors or other representatives).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (Omniquip International Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, no party to this Agreement shall become void and have no effect, and no party shall have any liability or further obligation to the any other in connection with the transactions contemplated herebyparty hereunder except that (i) this Section 8.02, including the Merger, or as a result of the Section 6.06(c) and Article IX shall survive any termination of this Agreement; providedAgreement and (ii) notwithstanding anything to the contrary, that the foregoing neither Washington Federal nor First Mutual shall not relieve a party be relieved or released from any liabilities or damages arising out of any liability as a result of a its fraud or willful breach of any of the terms provision of this Agreement.
Appears in 2 contracts
Samples: Shareholder Agreement (First Mutual Bancshares Inc), Agreement and Plan of Merger (Washington Federal Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement (other than as set forth in Section 10.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, Affiliates, agents, legal and financial advisors or other representatives); provided, however, that no such termination shall relieve any party shall have hereto of any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination damages resulting from any material and intentional breach of this Agreement; provided, that the foregoing shall not relieve a party of or any liability as a result of a breach of any of the terms of this Agreementfraud, by such party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barr Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Effect of Termination and Abandonment. Upon In the event of the termination of this Agreement and the abandonment of the Merger Unit Purchase pursuant to Section 8.1 or 8.2 hereofthis Article VII, this Agreement (other than this Section 7.5, Section 5.2 and Article VIII) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, and no party shall have any liability to the officers, employees, consultants, contractors, agents, attorneys or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this AgreementRepresentatives); provided, however, that the foregoing no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this AgreementAgreement by such party.
Appears in 2 contracts
Samples: Unit Purchase Agreement (IMAC Holdings, Inc.), Unit Purchase Agreement (Imac Holdings LLC)
Effect of Termination and Abandonment. Upon (a) In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination shall relieve any party shall have hereto of any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination damages resulting from any willful or grossly negligent breach of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capital Re Corp), Agreement and Plan of Merger (Ace LTD)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement shall become void and have of no effecteffect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, and however, that (i) no party such termination shall have relieve any Party of any liability or damages to any other Party resulting from any knowing and intentional breach of this Agreement and (ii) the other provisions set forth in connection with this Section 9.5 and the transactions contemplated hereby, including the Merger, or as a result second sentence of Section 10.1 shall survive the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AeroGrow International, Inc.), Agreement and Plan of Merger (SMG Growing Media, Inc.)
Effect of Termination and Abandonment. Upon (a) In the event of a termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement shall become void and have of no effect, further force or effect and no party shall have any liability to any other party hereto (or to any of its Affiliates or their respective Representatives) with respect hereto; provided, however, that notwithstanding anything in the other foregoing to the contrary, this Section 8.5 and the provisions set forth in connection with the transactions contemplated hereby, including the Merger, or as a result third sentence of Section 9.1 shall survive the termination of this Agreement; provided, that Agreement and the foregoing shall not relieve a party of any parties may have further liability as a result of a breach of any of the terms of this Agreementwith respect to their obligations thereunder.
Appears in 2 contracts
Samples: Purchase Agreement and Agreement and Plan of Merger (Ovation Acquisition I, L.L.C.), Purchase Agreement and Agreement and Plan of Merger (Energy Future Competitive Holdings Co LLC)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis ARTICLE VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated herebyRepresentatives), including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing however, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interpore International Inc /De/), Agreement and Plan of Merger (Biomet Inc)
Effect of Termination and Abandonment. Upon Except as provided in Article 8.3, in the event of the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofArticle 8.1, this Agreement shall forthwith become void and have void, there shall be no effectliability on the part of any party hereto, and no party shall have or any liability of their respective officers or directors, to the other in connection with the transactions contemplated hereby, including the Merger, or as a result and all rights and obligations of the termination of this Agreementany party hereto shall cease; provided, however, that nothing herein shall relieve any party from liability for the foregoing shall not relieve a party of any liability as a result of a willful breach of any of the terms of its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: 2 Agreement and Plan of Merger (Oneil Timothy P), Agreement and Plan of Merger (Transfinancial Holdings Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than this Section 9.5, Sections 5.3(b) and 7.12, 9.3(b) and 9.4(b), and Article X) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Mergerfinancial advisors, or as a result of the termination of this Agreementother representatives); provided, however, that the foregoing except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prosofttraining Com), Agreement and Plan of Merger (Trinity Learning Corp)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement (other than as set forth in this Section 9.5, Section 9.6 and Section 10.1) shall become void and have of no effecteffect with no Liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this AgreementRepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a Liability resulting from any inaccuracy in or breach of any of the terms representation or warranty or any willful or intentional breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\), Agreement and Plan of Merger (Primoris Services Corp)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement Agreement, except as to the provisions of Section 6.2 and Section 7 which shall expressly survive any termination, shall become void and have of no effect, and effect with no liability on the part of any party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementhereto; provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Voip Inc), Asset Purchase Agreement (iTalk Inc.)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VI, this Agreement (other than as set forth in Section 7.1) shall become void and have of no effect, and effect with no party shall have any liability to on the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party part of any liability as a result of a breach party hereto (or of any of the terms of this Agreementits directors, officers or other Representatives).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (America West Airlines Inc)
Effect of Termination and Abandonment. Upon 5.5.1. In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article V, this Agreement (other than as set forth in Section 6.1) shall become void and have of no effect, and effect with no party shall have liability on the part of either Party (or of any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementits Representatives); provided, however, that the foregoing no such termination shall not relieve a party either Party of any liability as a result of a for damages resulting from any willful breach of this Agreement or from any of obligation to pay, if applicable, the terms of this Agreementamounts payable pursuant to Section 5.5.2 or 5.5.3.
Appears in 2 contracts
Samples: Agreement and Plan (Atlantic Richfield Co /De), Agreement and Plan (Bp Amoco PLC)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article 9, this Agreement (other than as set forth in Section 7.9) shall become void and have of no effecteffect with no Liability on the part of any Party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a party any Party hereto of any liability as a result of a Liability resulting from any willful breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alden John Financial Corp), Agreement and Plan of Merger (Fortis Inc /Nv/)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement (other than as set forth in Section 10.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bp Amoco PLC), Agreement and Plan of Merger (SBC Communications Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8.1 or 8.2 hereof9 (other than as set forth in Section 9.6), this Agreement shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, however, that the foregoing except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MKS Instruments Inc), Agreement and Plan of Merger (Applied Science & Technology Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis section 11, this Agreement shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agent, legal and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Mergerfinancial advisors, or as a result of the termination of this Agreementother representations); provided, however, that the foregoing except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreementcontract.
Appears in 2 contracts
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Sections 6.12, 6.13 and 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, and no party shall have any liability to the officers or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this AgreementRepresentatives); provided, that the foregoing however, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of covenant in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (At&t Corp)
Effect of Termination and Abandonment. Upon In the event of a termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article IX, this Agreement (other than as set forth in Section 10.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, that, except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chiron Corp), Agreement and Plan of Merger (Novartis Ag)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.2) shall become void and have of no effect, and effect with no party shall have any liability to (other than as set forth in Section 8.5(b) or in the other in connection with proviso at the transactions contemplated hereby, including the Merger, or as a result of the termination end of this Agreementsentence) on the part of any party to this Agreement or of any of its directors, officers, employees, agents, legal or financial advisors or other representatives; provided, however, that the foregoing no such termination shall not relieve a any party of to this Agreement from any liability as a result of a resulting from any breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Stockholder Agreement (Premark International Inc), Agreement and Plan of Merger (Premark International Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VI, this Agreement (other than as set forth in Section 7.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); PROVIDED, HOWEVER, except as otherwise provided herein, no such termination shall relieve any party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vitaminshoppe Com Inc), Agreement and Plan of Merger (Vitamin Shoppe Industries)
Effect of Termination and Abandonment. Upon In the event of termination of ------------------------------------- this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Article IX and Section 10.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, except as otherwise -------- ------- provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Sohu Com Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, however, except as otherwise provided herein, that the foregoing no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful or intentional breach of any of the terms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intercontinentalexchange Inc)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its officers, and directors or other Representatives); PROVIDED, HOWEVER, no such termination shall relieve any party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party hereto of any liability as a result of a or damages resulting from any breach of any of the terms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Equitable of Iowa Companies)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis ARTICLE VIII, this Agreement (other than as set forth in this Section 8.5 and in Section 9.1) shall become void and have of no effect, and effect with no liability on the part of any party shall have hereto (or of any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this AgreementCompany Related Parties or Parent Related Parties); provided, that no such termination shall relieve the foregoing shall not relieve a party of Company for any liability as a result of a breach of for damages resulting from any of Willful Breach by the terms of this AgreementCompany prior to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Front Yard Residential Corp)
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in Section 9.01) shall become void and have of no effect, and effect with no party shall have any liability to on the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party part of any liability as a result of a breach party hereto (or of any of the terms of this Agreementits directors, officers, employees, agents, legal and financial advisors or other representatives).
Appears in 1 contract
Samples: Document Agreement and Plan of Merger (First Community Bancorp /Ca/)
Effect of Termination and Abandonment. Upon the termination of If this Agreement is terminated and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereoftransactions contemplated hereby are abandoned as described in this ARTICLE VII, this Agreement shall become void and have no effectvoid, and of no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementfurther force and effect; provided, that the foregoing this Section 7.3 and ARTICLE VIII shall not relieve a survive such termination. Nothing in this ARTICLE VII shall be deemed to release any party of from any liability as a result of a for any breach of any by such party of the terms and provisions of this Agreement.
Appears in 1 contract
Samples: Reclassification Agreement (Forest City Realty Trust, Inc.)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to Section 8.1 or 8.2 hereofthis Article 9, this Agreement shall become void and have of no effecteffect with no liability on the part of any Party (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided, that no party such termination shall have relieve any Party of any liability to the other in connection with the transactions contemplated hereby, including the Merger, resulting from any willful breach of this Agreement or as a result shall affect any provisions of the this Agreement that specifically survive any termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.
Appears in 1 contract
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8.1 or 8.2 hereof8, this Agreement (other than as set forth in Section 9.1) shall become void and have of no effect, and effect with no party shall have any liability to on the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party part of any liability as a result of a breach party hereto (or of any of the terms of this Agreementits directors, officers, employees, agents, legal and financial advisors or other representatives).
Appears in 1 contract
Effect of Termination and Abandonment. Upon 5.5.1. In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article V, this Agreement (other than as set forth in Section 6.1) shall become void and have of no effect, and effect with no liability on the part of either party shall have (or of any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementtheir Representatives); provided, however, that no termination shall relieve either Parent or the foregoing shall not relieve a party Company of any liability as a result of a for damages resulting from any willful and intentional breach of this Agreement or from any of obligation to pay, if applicable, the terms of this Agreementamounts payable pursuant to Section 5.5.2 or 5.5.3.
Appears in 1 contract
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VII, this Agreement shall become void and have no effect, and no party hereto (or any of its directors, officers or Affiliates) shall have any liability or further obligation to any other party to this Agreement, except as provided in Sections 3.22 and 4.6, the last sentence of Section 5.2, Article VII, Article VIII, and except to the other in connection with extent that such termination results from the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve willful and material breach by a party of any liability as a result of a breach of any of the terms of its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bridgeport Machines Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger Reorganization pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than this Section 8.5, Section 6.12, and Article X) shall become void and have of no effect, and effect with no liability on the part of any party shall have hereto (or of any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementits Representatives); provided, however, that the foregoing except as otherwise provided herein, no such termination shall not relieve a any party hereto of any liability as a result of a or damages resulting from any willful breach of any of the terms of this Agreement.
Appears in 1 contract
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement shall become void and have be of no further force or effect, except that: (i) all obligations of the parties pursuant to this Section 8.5, Sections 6.2 and no party shall have any liability 8.6, Article XII and the definitions set out in Article XI (to the other extent applicable to the surviving provisions) shall survive termination; and (ii) termination of this Agreement shall not relieve any party from liability for any breach of this Agreement prior to or in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreementsuch termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ram Energy Resources Inc)
Effect of Termination and Abandonment. Upon In the event of the termination and abandonment of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofunder this Article IX, this Agreement shall become void and have no effect, and no party shall have without any liability on the part of any Party or its Directors, officers or stockholders, except (i) as provided in Sections 7.1 and 7.2 and (ii) to the other in connection with extent that such termination results from the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party willful breach by any Party hereto of any liability as a result of a breach of any of the terms of this Agreementmaterial representation, warranty or covenant hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Silvergraph International Inc)
Effect of Termination and Abandonment. Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 6.1 or 8.2 6.2 hereof, this Agreement shall become void and have no effect, and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, Merger or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.. ARTICLE VII:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kite Realty Group Trust)
Effect of Termination and Abandonment. Upon the termination of If this Agreement is terminated and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereoftransactions contemplated hereby are abandoned as described in this Article VII, this Agreement shall become void and have no effectvoid, and of no further force and effect; provided that Section 5.8, this Section 7.3 and Article VIII shall survive such termination. Nothing in this Article VII shall be deemed to release any party shall have from any liability to the other in connection with the transactions contemplated hereby, including the Merger, for any willful or as a result material breach by such party of the termination terms and provisions of this Agreement; provided, that or to impair the foregoing shall not relieve a right of any party to compel specific performance by another party of any liability as a result of a breach of any of the terms of its obligations under this Agreement.
Appears in 1 contract
Effect of Termination and Abandonment. Upon (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article 7, this Agreement (other than this Section 7.5 and Sections 5.7(c), 5.19 and Article 8) shall become void and have of no effecteffect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and no party shall have any liability to the financial advisors or other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.however, except as
Appears in 1 contract
Samples: Iii 9 Agreement and Plan of Merger (Outdoor Systems Inc)
Effect of Termination and Abandonment. Upon In the event of termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereofthis Article VIII, this Agreement (other than as set forth in the first sentence of Section 5.4(a), Section 5.5, Section 5.8, Section 8.2, Section 10.2, Section 10.8 and Section 10.9) shall become void and have of no effect, and effect with no liability on the part of any party shall have hereto (or any liability to the other in connection with the transactions contemplated hereby, including the Merger, of its Affiliates or as a result of the termination of this Agreementrepresentatives); provided, that the foregoing however, no such termination shall not relieve a any party of hereto from any liability as a result of a for damages resulting from any willful and intentional breach of any of the terms of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sensata Technologies Holland, B.V.)
