Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 and Section 8.02 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In (a) Except as otherwise provided in this Section 8.5, in the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IXVIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto Party of any liability or damages to the other party hereto Party resulting from fraud or any willful or material and intentional material breach by a party of its representationsthis Agreement, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in Section 6.11, Section 6.16(d), this Section 9.05 8.5 and Article IX (other than Section 9.1 and Section 8.02 9.5(c)) shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IXVII, no party to this Agreement shall become void and of no effect with no have any liability or further obligation to any Person on the part of any other party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that hereunder except (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements as set forth in this Agreement Section 7.01 and Section 8.01 and (ii) the provisions set forth other than a termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 9.05 and Section 8.02 7.03 shall survive be deemed to preclude either party from seeking specific performance in equity to enforce the termination terms of this Agreement.

Effect of Termination and Abandonment. In Except as provided in Article 8.3, in the event of the termination of this Agreement and the abandonment of the Transaction pursuant to this Article IX8.1, this Agreement shall forthwith become void and of no effect with void, there shall be no liability to any Person on the part of any party hereto (hereto, or any of their respective officers or directors, to the other and all rights and obligations of any of its Representatives or Affiliates)party hereto shall cease; provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination nothing herein shall relieve any party hereto from liability for the willful breach of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 and Section 8.02 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or AffiliatesSubsidiaries); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representationsthis Agreement, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this the second sentence of Section 9.05 and Section 8.02 10.1 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction Transactions pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or AffiliatesSubsidiaries); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representationsthis Agreement, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this the second sentence of Section 9.05 and Section 8.02 10.1 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In (a) Except as otherwise provided in this Section 8.5, in the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IXVIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto Party of any liability or damages to the other party hereto Party resulting from any willful or intentional material deliberate breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in Section 6.15(c), this Section 9.05 8.5 and Article IX (other than the first sentence of Section 9.1 and Section 8.02 9.5(c)) shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction transactions contemplated hereby pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or AffiliatesSubsidiaries); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representationsthis Agreement, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this the second sentence of Section 9.05 and Section 8.02 10.1 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction transactions contemplated hereby pursuant to this Article IXSection 7.1, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates)) except for the payment of the Termination Fee if due under Section 7.2; provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 and Section 8.02 ARTICLE IX shall survive the termination of this Agreement; and provided, further, that except as otherwise provided herein, no such termination shall relieve any Party of any liability or damages to any other Party resulting from any willful breach of this Agreement prior to any such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction pursuant to this Article IXVIII, this Agreement (other than the provisions set forth in the first sentence of Section 5.4(a), Section 5.8, Section 8.2, Article VIII and Article X) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives their respective Affiliates or Affiliatesrepresentatives); provided, however, and notwithstanding anything in the foregoing to the contrary, that (ia) no such termination nothing herein shall relieve any party hereto from liability for any breach of any liability representation, warranty, covenant or damages agreement in this Agreement prior to the other date of termination and (b) nothing herein shall relieve any party hereto from any liability for damages resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 and Section 8.02 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing this Agreement to the contrary, that (ia) no such termination shall relieve any party hereto Party of (A) any liability or damages to the any other party hereto Party resulting from any willful or intentional material breach by a party Willful Breach of its representations, warranties, covenants or other agreements set forth in this Agreement or (B) its obligations under Section 9.6 and (iib) the provisions set forth in Section 7.8, this Section 9.05 9.4, Section 9.6 and Section 8.02 Article X shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction pursuant to this Article IXSection 8.1, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its such party’s Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no this Section 8.2 and Article X, (ii) any definitional provisions in Article I related to any of the foregoing shall each survive any such termination and abandonment, and such termination and abandonment shall not relieve any party hereto of any liability liabilities or damages to the other party hereto resulting from the breach of any willful covenant or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth agreement in this Agreement and (ii) the provisions set forth in this Section 9.05 and Section 8.02 shall survive the termination of this Agreementprior to, or giving rise to, such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IX, written notice thereof shall be given to the other Party or Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become void and of no effect with no liability to any Person Liability on the part of any party Party hereto (or of any of its Representatives or AffiliatesRepresentatives); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages this Section 9.5, Section 6.4 and Article X (in each case, subject to the other party hereto resulting from any willful or intentional material breach by a party terms thereof) shall remain in full force and effect and survive termination of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 and Section 8.02 nothing herein shall survive the termination of this Agreementrelieve any Party from Liability for fraud.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IXVII, no party to this Agreement shall become void and of no effect with no have any liability or further obligation to any Person on the part of any other party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that hereunder except (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements as set forth in this Agreement Sections 7.01 and 8.01, and any other Section which, by its terms, relates to post termination rights or obligations, and (ii) the provisions set forth that termination will not relieve a breaching party from liability for money damages for any breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 9.05 and Section 8.02 7.03 shall survive be deemed to preclude either party from seeking specific performance in equity to enforce the termination terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction Transactions pursuant to this Article IXVII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing this Agreement to the contrary, that (ia) no such termination shall relieve any party hereto Party of any liability or damages to the any other party hereto Party resulting from any willful or intentional material breach by a party Willful Breach of its representations, warranties, covenants or other agreements set forth in this Agreement and (iib) the provisions set forth in this Section 9.05 7.5, Section 7.6, Section 7.7, Section 9.3, Article X and Section 8.02 the Confidentiality Agreement shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In x) Except as provided in paragraph (b) below, in the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IXVIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 8.5 and the second sentence of Section 8.02 9.1 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction transactions contemplated hereby pursuant to this Article IXSection 8.1, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates)Party; provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 8.2 and Section 8.02 Articles I and X shall survive the termination of this Agreement; and provided, further, that except as otherwise provided herein, no such termination shall relieve any Party of any liability or damages to any other Party resulting from any breach of this Agreement prior to any such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives directors, officers, employees, agents, legal and financial advisors or Affiliatesother representatives); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from (i) any willful breach of any representations or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth warranties contained in this Agreement and or (ii) the provisions set forth any breach of any covenant or agreement contained in this Section 9.05 Agreement; and Section 8.02 provided further, that the Confidentiality Agreement shall survive the termination of this Agreementremain in effect.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IX7, this Agreement shall become void and of have no effect with no other than Sections 5.4, 5.8, 7.6 and this 7.7, which provisions shall survive such termination and all obligations of the parties hereto shall terminate, except pursuant to such enumerated provisions without any liability to any Person or obligation on the part of any party hereto (Parent, Acquisition Sub or of any of its Representatives or Affiliates)the Company; providedPROVIDED, however, and notwithstanding anything in the foregoing to the contraryHOWEVER, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 and Section 8.02 shall survive the termination of this Agreement prior to the Effective Time shall not relieve any party from any liability for any breach of any representation, warranty or covenant contained in this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IX, this Agreement (other than as set forth in Section 11.1) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives directors, officers, employees, agents, legal and financial advisors or Affiliatesother representatives); provided, however, and notwithstanding anything in the foregoing to the contraryexcept as otherwise provided herein, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of any of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 and Section 8.02 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction transactions contemplated hereby pursuant to this Article IXSection 8.1, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 and Section 8.02 Article X shall survive the termination of this Agreement; and provided, further, that except as otherwise provided herein, no such termination shall relieve any Party of any liability or damages to any other Party resulting from any Willful or Deliberate Breach of this Agreement prior to any such termination.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IXVIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this the second sentence of Section 9.05 and Section 8.02 9.1 shall survive the termination of this Agreement; and further provided that, notwithstanding anything to the contrary in this Agreement, there shall be no continuing indemnification liability of any individual in the event that this Agreement is terminated.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction pursuant to this Article IXARTICLE VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that foregoing: (i) no such termination shall relieve any party hereto Party of any liability or damages to the other party hereto Party resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement which occurred prior to the Termination Date and (ii) no such termination shall relieve any Party or other Person of its obligations pursuant to the provisions set forth in this Section 9.05 and Section 8.02 8.2, ARTICLE XII or the Confidentiality Agreement, all of which shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Transaction pursuant to the terms of Section 8.1, written notice of termination shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination of this Article IXAgreement is made, and this Agreement shall become void and of no effect with no liability to any Person on the part further force and effect, except for all of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in of Article XI and this Section 9.05 and Section 8.02 8.2, which shall survive the any termination of this Agreement. Notwithstanding the foregoing, nothing contained in this Section 8.2 shall be deemed to release any party from any liability for fraud or willful breach of this Agreement committed by such party prior to the date of such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction Merger pursuant to this Article IX, this Agreement shall terminate and become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 9.5, Article X and the agreements of the Company, Parent and Merger Sub contained in Section 8.02 7.10 and the Confidentiality Agreement shall survive the termination of this Agreement. Notwithstanding the foregoing, nothing in this Agreement will relieve any party from any liability for Fraud or any Willful Breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Transaction pursuant to this Article IX, this Agreement Agreement, except as to the provisions of Section 4.11, Section 6.2 and Section 7 which shall expressly survive any termination, shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives directors, officers, employees, agents, legal and financial advisors or Affiliatesother representatives); provided, however, and notwithstanding anything in the foregoing to the contraryexcept as otherwise provided herein, that (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in this Section 9.05 and Section 8.02 shall survive the termination of this Agreement.