Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. In the event of any termination of this Agreement pursuant to Section 7.1, this Agreement (other than as set forth in Section 8.1 below) immediately will become void and there will be no liability or obligation on the part of any party or their respective Affiliates, stockholders, directors, officers, agents or representatives; provided, that no such termination will relieve any party of any liability or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any termination of this Agreement pursuant to Section 7.1this Article 9, this Agreement (other than as set forth in Section 8.1 belowSections 6.4(b) immediately will and 6.6) shall become void and there will be of no effect with no liability or obligation on the part of any party hereto (or their respective Affiliates, stockholders, directors, officers, agents or of any of its representatives); provided, however, that no such termination will shall relieve any party of hereto from any liability for damages (or damages fees and out-of-pocket expenses) resulting from any willful or and intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any termination of this Agreement and the abandonment of the Merger pursuant to Section 7.1this Article 6, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be of no effect with no liability or obligation on the part of any party hereto (or their respective Affiliates, stockholders, of any of its directors, officers, agents employees, consultants, contractors, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination will shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any termination of this Agreement pursuant to Section 7.15.5, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be of no effect with no liability or obligation to any person on the part of any party Party (or their respective of any of its representatives or Affiliates, stockholders, directors, officers, agents or representatives); provided, however, that (a) no such termination will shall relieve any party Party of any liability or damages to the other Party resulting from any willful or intentional breach of any this Agreement and (b) the provisions set forth in Section 2.6 and this Article V shall survive the termination of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any Upon termination of this Agreement pursuant to Section 7.1this Article 8, this Agreement (other than as set forth in Section 8.1 below) immediately will become shall be void and of no other effect, and there will shall be no liability by reason of this Agreement or obligation the termination thereof on the part of any party hereto (other than for breach of a covenant contained herein), or their on the part of the respective Affiliates, stockholders, directors, officers, agents employees, agents, or representatives; provided, that no such termination will relieve any party of any liability or damages resulting from any willful or intentional breach shareholders of any of its representations, warranties, covenants or agreements contained in this Agreementthem.

Effect of Termination and Abandonment. In Upon the event of any termination of this Agreement and abandonment of the Merger pursuant to Section 7.16.1 or 6.2 hereof, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be have no effect, and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger or obligation on as a result of the part termination of any party or their respective Affiliates, stockholders, directors, officers, agents or representativesthis Agreement; provided, that no such termination will the foregoing shall not relieve any a party of any liability or damages resulting from any willful or intentional as a result of a breach of any of its representations, warranties, covenants or agreements contained in the terms of this Agreement.

Effect of Termination and Abandonment. In the event of any Upon termination of this Agreement pursuant to Section 7.1this Section, this Agreement (other than as set forth in Section 8.1 below) immediately will become shall be void and of no other effect, and there will shall be no liability by reason of this Agreement or obligation the termination thereof on the part of any party hereto (other than for breach of a covenant contained herein), or their on the part of the respective Affiliates, stockholders, directors, officers, employees, agents or representatives; provided, that no such termination will relieve any party of any liability or damages resulting from any willful or intentional breach shareholders of any of its representations, warranties, covenants or agreements contained in this Agreementthem.

Effect of Termination and Abandonment. In the event of any termination of this Agreement and the abandonment of the Merger pursuant to Section 7.1this Article 7, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be of no effect with no liability or obligation on the part of any party hereto (or their respective Affiliates, stockholders, of any of its directors, officers, agents employees, consultants, contractors, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination will shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any termination of this Agreement and the abandonment of the Merger pursuant to this Section 7.1, this Agreement 9 (other than as set forth in Section 8.1 below) immediately will 9.6), this Agreement shall become void and there will be of no effect with no liability or obligation on the part of any party hereto (or their respective Affiliates, stockholders, of any of its directors, officers, agents employees, agents, legal and financial advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination will shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In If the event of any termination and abandonment of this Agreement pursuant to under Section 7.1, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be have no effect, without any liability or obligation on the part of any party or their respective Affiliates, stockholders, its directors, officersofficers or stockholders except (i) as provided in the second sentence of Section 5.1, agents or representatives; providedand in Sections 5.3, 5.4, 5.11 and 5.12 and (ii) to the extent that no such termination will relieve results from the breach by any party hereto of any liability material representation, warranty or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreementcovenant hereunder.

Effect of Termination and Abandonment. In the event of any the termination of this Agreement pursuant to under Section 7.1, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be have no effect, without any liability or obligation on the part of any party or their respective Affiliates, stockholders, its directors, officersofficers or stockholders except (a) as provided in Sections 5.1, agents or representatives; provided, 5.5 and 5.11 and (b) to the extent that no such termination will relieve any party of any liability or damages resulting results from any the willful or intentional breach by any party hereto of any of its representationsrepresentation, warranties, covenants warranty or agreements contained in this Agreementcovenant hereunder.

Effect of Termination and Abandonment. In the event of any a termination of this Agreement and the abandonment of the Merger pursuant to Section 7.1this Article 8, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be of no effect, other than the provisions of this Section 8.5, Section 6.1(b), Section 8.6 and Article 9 without any liability or obligation on the part of any party hereto or their respective its Affiliates, stockholders, directors, officers, stockholders, members, managers, employees, agents or and representatives; provided, however, that no such termination will nothing herein shall relieve any a party of any from liability or damages resulting from for any willful or intentional breach by a party of any of its representations, warranties, covenants or agreements contained set forth in this Agreement.

Effect of Termination and Abandonment. In the event of any termination of this Agreement and the abandonment of the Merger pursuant to Section 7.1this Article 9, this Agreement (other than as set forth in Section 8.1 below7.9) immediately will shall become void and there will be of no liability or obligation effect with no Liability on the part of any party Party hereto (or their respective Affiliates, stockholders, of any of its directors, officers, agents employees, agents, legal and financial advisors or other representatives); provided, that however, except as otherwise provided herein, no such termination will shall relieve any party Party hereto of any liability or damages Liability resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any the termination and abandonment of this Agreement pursuant to under Section 7.1, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be have no effect, without any liability or obligation on the part of any party or their respective Affiliates, stockholders, its directors, officersofficers or shareholders (other than the Identified Shareholders as set forth herein) and except (i) as provided in the second sentence of Section 5.1, agents or representatives; providedand in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that no such termination will relieve results from the breach in any material respect by any party hereto of any liability representation, warranty or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreementcovenant hereunder.

Effect of Termination and Abandonment. In the event of any termination of this Agreement and the abandonment of the Merger pursuant to Section 7.1this section 11, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be of no effect with no liability or obligation on the part of any party hereto (or their respective Affiliates, stockholders, of any of its directors, officers, agents employees, consultants, contractors, agent, legal and financial advisors, or representativesother representations); provided, however, that except as otherwise provided herein, no such termination will shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreementcontract.

Effect of Termination and Abandonment. In the event of any the termination and abandonment of this Agreement pursuant to under Section 7.18.1, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be have no effect, without any liability or obligation on the part of any party or their respective Affiliates, stockholders, its directors, officersofficers or stockholders except (i) as provided in the third sentence of Section 6.1(a), agents or representatives; provided, and in Sections 6.4 and 6.12 and (ii) to the extent that no such termination will relieve results from the willful breach by any party hereto of any liability material representation, warranty or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreementcovenant hereunder.

Effect of Termination and Abandonment. In the event of any the termination and abandonment of this Agreement pursuant to under Section 7.1, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be have no effect, without any liability or obligation on the part of any party or their respective Affiliates, stockholders, its directors, officersofficers or stockholders except (i) as provided in the third sentence of Section 5.1, agents or representatives; provided, and in Sections 5.4 and 5.11 and (ii) to the extent that no such termination will relieve results from the willful breach by any party hereto of any liability covenant or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreementagreement hereunder.

Effect of Termination and Abandonment. In the event of termination of this Agreement hereby pursuant to this Section 7, this Agreement will become void and have no effect except that this Section 7 and Sections 5.12 and 9 hereof will survive any termination of this Agreement pursuant to Section 7.1Agreement, and except that, notwithstanding anything in this Agreement (other than as set forth in Section 8.1 below) immediately will become void and there will to the contrary, no party shall be no liability relieved or obligation on the part of released from any party or their respective Affiliates, stockholders, directors, officers, agents or representatives; provided, that no such termination will relieve any party of any liability liabilities or damages resulting from any arising out of its fraud or willful or intentional breach of any provision of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any the termination and abandonment of this Agreement pursuant to Section 7.1under this Article IX, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be have no effect, without any liability or obligation on the part of any party Party or their respective Affiliatesits Directors, stockholdersofficers or stockholders except (i) as provided in Sections 7.1, directors, officers, agents or representatives; provided, 7.2 and 7.10 and (ii) to the extent that no such termination will relieve results from the willful breach by any party Party hereto of any liability material representation, warranty, covenant or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreementagreement hereunder.

Effect of Termination and Abandonment. In the event of any Upon termination of this Agreement pursuant to Section 7.1this Section, this Agreement (other than as set forth in Section 8.1 below) immediately will become shall be void and of no other effect, except for confidentiality and expense provisions, and there will shall be no liability by reason of this Agreement or obligation the termination thereof on the part of any party hereto (other than for breach of a covenant contained herein), or their on the part of the respective Affiliates, stockholders, directors, officers, employees, agents or representatives; provided, that no such termination will relieve any party of any liability or damages resulting from any willful or intentional breach shareholders of any of its representations, warranties, covenants or agreements contained in this Agreementthem.

Effect of Termination and Abandonment. In the event of any termination of If this Agreement is validly terminated pursuant to Section 7.1this Article 8, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be of no effect, other than the provisions of this Section 8.5, Section 6.1(b), Section 8.6, and Article 9 without any liability or obligation on the part of any party or their respective its Affiliates, stockholders, directors, officers, shareholders, members, managers, employees, agents or and representatives; provided, however, that no such termination will nothing herein shall relieve any a party of any from liability or damages resulting from for any willful or intentional breach by a party of any of its representations, warranties, covenants or agreements contained set forth in this Agreement.

Effect of Termination and Abandonment. In the event of any termination of this Agreement pursuant to Section 7.1this Article VIII, this Agreement (other than as set forth in the first sentence of Section 8.1 below5.4(a), Section 5.5, Section 5.8, Section 8.2, Section 10.2, Section 10.8 and Section 10.9) immediately will shall become void and there will be of no effect with no liability or obligation on the part of any party hereto (or their respective Affiliates, stockholders, directors, officers, agents any of its Affiliates or representatives); provided, that however, no such termination will shall relieve any party of hereto from any liability or for damages resulting from any willful or and intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any termination of this Agreement and the abandonment of the Acquisition pursuant to Section 7.1this Article 7, this Agreement (other than as set forth in Section 8.1 belowexcept for Sections 4.5(b) immediately will and 9.2 hereof which shall survive) shall become void and there will be of no effect with no liability or obligation on the part of any party hereto (or their respective Affiliates, stockholders, any of its directors, officers, agents employees, agents, legal and financial advisors or other representatives; ) provided, that however, except as otherwise provided herein, no such termination will shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any termination of this Agreement and the abandonment of the Share Issuance pursuant to Section 7.1this Article V, this Agreement (other than as set forth in Section 8.1 below6.1) immediately will shall become void and there will be of no effect with no liability or obligation on the part of any party hereto (or their respective Affiliates, stockholders, of any of its directors, officers, agents employees, agents, legal and financial advisors or other representatives); provided, that however, except as otherwise provided herein, no such termination will shall relieve any party hereto of any liability or damages resulting solely from any willful or intentional wilful breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any the termination and abandonment of this Agreement pursuant to Section 7.1under this Article VII, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be have no effect, without any liability or obligation on the part of any party Party, officers or their respective Affiliates, stockholders, directorsexcept (i) as provided in Sections 6.1, officers, agents or representatives; provided, 6.2 and 6.3 and (ii) to the extent that no such termination will relieve results from the willful breach by any party Party hereto of any liability material representation, warranty or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreementcovenant hereunder.

Effect of Termination and Abandonment. In the event of any Upon termination of this Agreement pursuant to Section 7.1this Section, this Agreement (other than as set forth in Section 8.1 below) immediately will become shall be void and of no other effect, and there will shall be no liability by reason of this Agreement or obligation the termination thereof on the part of any party hereto (other than for breach of a covenant contained herein), or their on the part of the respective Affiliatesmanagers, stockholderspartners, directors, members, officers, employees, agents or representatives; provided, that no such termination will relieve any party of any liability or damages resulting from any willful or intentional breach shareholders of any of its representations, warranties, covenants or agreements contained in this Agreementthem.

Effect of Termination and Abandonment. In the event of any termination of this Agreement and the abandonment of the transactions pursuant to Section 7.1this Article 8, this Agreement (other than as set forth in Section 8.1 below) immediately will shall become void and there will be of no effect with no liability or obligation on the part of any party hereto (or their of any of its respective Affiliates, stockholders, directors, officers, agents Affiliates or representatives); provided, that however, except as otherwise provided herein, no such termination will shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any Upon termination of this Agreement pursuant to Section 7.1this Article 8, other than the provisions of Sections 10.10 and 10.12, this Agreement (other than as set forth in Section 8.1 below) immediately will become shall be void and of no other effect, and there will shall be no liability by reason of this Agreement or obligation the termination thereof on the part of any party hereto (other than for breach of a covenant contained herein), or their on the part of the respective Affiliates, stockholders, directors, officers, agents employees, agents, or representatives; provided, that no such termination will relieve any party of any liability or damages resulting from any willful or intentional breach stockholders of any of its representations, warranties, covenants or agreements contained in this Agreementthem.

Effect of Termination and Abandonment. In the event of any termination of this Agreement pursuant to Section 7.1this Article 9, this Agreement (other than as set forth in Section 8.1 belowSections 6.4(b) immediately will and 6.6) shall become void and there will be of no effect with no liability or obligation on the part of any party hereto (or their respective Affiliates, stockholders, directors, officers, agents or of any of its representatives); provided, that however, no such termination will shall relieve any party of hereto from any liability for damages (or damages fees and out-of-pocket expenses) resulting from any willful or and intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination and Abandonment. In the event of any termination of this Agreement pursuant to Section 7.16.7, this Agreement (other than Agreement, except as set forth in Section 8.1 below) immediately will to the provisions of Sections 2.4(a), 6.1 and 6.3 which shall expressly survive any termination, shall become void and there will be of no effect with no liability or obligation on the part of any party or their respective Affiliates, stockholders, directors, officers, agents or representativeshereto; provided, that however, except as otherwise provided herein, no such termination will shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement.