Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. If this Agreement is terminated and the Merger and the transactions contemplated hereby are abandoned, no party will have any liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i), Section 5.4(h), Section 6.9(c), this Section 8.3, Section 8.4 and Article 9, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding the foregoing, in the event of any termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If this Agreement is terminated and the Merger and the transactions contemplated hereby are is abandoned, no neither party will have any liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i), Section 5.4(h), Section 6.9(c), this Section 8.3, Section 8.4 and Article 9, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding Agreement and except that the foregoingfirst sentence of Section 5.03(p), in the event of any Section 6.05(b), this Section 8.03, Section 8.04 and Article IX will survive termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If this Agreement is terminated and In the Merger and the transactions contemplated hereby are abandoned, no party will have any liability or further obligation under this Agreement, except that the first sentence event of Section 5.3(i), Section 5.4(h), Section 6.9(c), this Section 8.3, Section 8.4 and Article 9, as well as any relevant definitions, will survive termination of this Agreement pursuant to this Article VII, this Agreement shall become void and remain in full force and of no effect and except that termination will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding with no Liability on the foregoing, in the event part of any Party (or of any of its representatives); provided, however, that no such termination shall relieve the defaulting or breaching Party (whether or not it is the terminating Party hereto) from any Liability to any other Party hereto; and provided, further, that Sections 5.11, 9.2, 9.8 and 9.9 and this Section 7.2 shall survive the termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. (a) Except as otherwise provided herein, a termination of this Agreement pursuant to the terms hereof shall be effective immediately upon delivery of written notice by the terminating party to the other parties hereto. If this Agreement is terminated and the Merger and the transactions contemplated hereby are abandoned, no party will have any liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i5.2(i), Section 5.4(h5.3(h), Section 6.9(c6.9(b), this Section 8.38.2, Section 8.4 8.3 and Article 9, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding the foregoing, in the event of any termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. (a) If this Agreement is terminated and the Merger and the transactions contemplated hereby are is abandoned, no neither party will have any liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i), Section 5.4(h), Section 6.9(c), this Section 8.3, Section 8.4 and Article 9, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability for any willful or deliberate breach by it of this Agreement. Notwithstanding the foregoingAgreement and except that Section 6.05(b), in the event of any this Section 8.02 and Article IX will survive termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If this Agreement is terminated and the Merger and the transactions contemplated hereby are is abandoned, no neither party will have any liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i), Section 5.4(h), Section 6.9(c), this Section 8.3, Section 8.4 and Article 9, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding Agreement and except that the foregoingfirst sentence of Section 5.03(p), in the event of any Section 6.05(b), this Section 8.02, Section 8.03 and Article IX will survive termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. (a) Except as otherwise provided herein, a termination of this Agreement pursuant to the terms hereof shall be effective immediately upon delivery of written notice by the terminating party to the other parties hereto. If this Agreement is terminated and the Merger and the transactions contemplated hereby are abandoned, no party will have any liability or further obligation under this Agreement, except that the first sentence of this Section 5.3(i)8.2, Section 5.4(h), Section 6.9(c), this Section 8.3, Section 8.4 8.3 and Article 9, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding the foregoing, in the event of any termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If this Agreement is terminated and the Merger and the transactions contemplated hereby are abandoned, no party will have any liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i), Section 5.4(h), Section 6.9(c), this Section 8.38.2, Section 8.4 8.3 and Article 9, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding the foregoing, in the event of any termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If this Agreement is terminated and the Merger and the transactions contemplated hereby are is abandoned, no neither party will have any liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i), Section 5.4(h), Section 6.9(c), this Section 8.3, Section 8.4 and Article 9, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding Agreement and except that the foregoingfirst sentence of Section 5.03(o), in the event of any Section 6.05(b), this Section 8.02, Section 8.03 and Article IX will survive termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If this Agreement is terminated and In the Merger and the transactions contemplated hereby are abandoned, no party will have any liability or further obligation under this Agreement, except that the first sentence event of Section 5.3(i), Section 5.4(h), Section 6.9(c), this Section 8.3, Section 8.4 and Article 9, as well as any relevant definitions, will survive termination of this Agreement pursuant to this Article VII, this Agreement shall become void and remain in full force and of no effect and except that termination will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding with no Liability on the foregoing, in the event part of any Party (or of any of its representatives); provided, however, that no such termination shall relieve the defaulting or breaching Party (whether or not it is the terminating Party hereto) from any Liability to any other Party hereto; and provided, further, that Sections 5.11 (confidentiality), 9.1 (public announcements), 9.2 (notices), 9.8 (governing law) and 9.9 (transaction costs) and this Section 7.2 shall survive the termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If this Agreement is terminated and the Merger and the transactions contemplated hereby are abandoned, no party will have any liability Liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i), Section 5.4(h), Section 6.9(cSections 6.08(c)–(e), this Section 8.3, Section 8.4 9.02 and Article 9X, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability Liability for any willful breach by it of this Agreement. Notwithstanding the foregoing, in the event of any termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If In the event of termination of this Agreement is terminated and the Merger and the transactions contemplated hereby are abandonedpursuant to Section 6.7, no party will have any liability or further obligation under this Agreement, except that as to the first sentence provisions of Section 5.3(iSections 2.4(a), Section 5.4(h)6.1 and 6.3 which shall expressly survive any termination, Section 6.9(c)shall become void and of no effect with no liability on the part of any party hereto; provided, this Section 8.3however, Section 8.4 and Article 9except as otherwise provided herein, as well as no such termination shall relieve any relevant definitions, will survive termination party hereto of this Agreement and remain in full force and effect and except that termination will not relieve a party any liability or damages resulting from liability for any willful or intentional breach by it of this Agreement. Notwithstanding the foregoing, in the event of any termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If this Agreement is terminated and In the Merger and the transactions contemplated hereby are abandoned, no party will have any liability or further obligation under this Agreement, except that the first sentence event of Section 5.3(i), Section 5.4(h), Section 6.9(c), this Section 8.3, Section 8.4 and Article 9, as well as any relevant definitions, will survive termination of this Agreement hereby pursuant to this Section 7, this Agreement will become void and remain in full force and have no effect and except that termination this Section 7 and Sections 5.12 and 9 hereof will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding the foregoing, in the event of survive any termination of this Agreement, and except that, notwithstanding anything in this Agreement to the Voting Agreements will remain in full force and effect in accordance with their termscontrary, no party shall be relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. If this Agreement is terminated and the Merger and the transactions contemplated hereby are is abandoned, no party will have any liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i6.7(b), Section 5.4(h)6.8, Section 6.9(c)8.1, this Section 8.38.2, Section 8.4 8.3 and Article 9, as well as any relevant definitions, IX will survive termination of this Agreement and remain in full force and effect and except that (2) termination will not relieve a any party from liability for any willful breach by it of this Agreement. Notwithstanding the foregoing, in the event of any termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. (a) If this Agreement is terminated and the Merger and the transactions contemplated hereby are abandoned, except as otherwise set forth in Section 9.02(b) or elsewhere in this Agreement, no party will have any liability Liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i), Section 5.4(h), Section 6.9(cSections 6.08(c)–6.08(e), this Section 8.3, Section 8.4 9.02 and Article 9X, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability Liability for any willful breach by it of this Agreement. Notwithstanding the foregoing, in the event of any termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If this Agreement is terminated and the Merger and the transactions contemplated hereby are abandoned, no party will have any liability Liability or further obligation under this Agreement, except that the first sentence of Section 5.3(i5.02(j), Section 5.4(h5.03(g), Section 6.9(cSections 6.08(c)–6.08(f), this Section 8.3, Section 8.4 9.02 and Article 9ARTICLE X, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and except that termination will not relieve a party from liability Liability for any willful breach by it of this Agreement. Notwithstanding the foregoing, in the event of any termination of this Agreement, the Voting Agreements will remain in full force and effect in accordance with their terms.

Effect of Termination and Abandonment. If this Agreement is terminated and In the Merger and the transactions contemplated hereby are abandoned, no party will have any liability or further obligation under this Agreement, except that the first sentence event of Section 5.3(i), Section 5.4(h), Section 6.9(c), this Section 8.3, Section 8.4 and Article 9, as well as any relevant definitions, will survive termination of this Agreement hereby pursuant to this Section, this Agreement will become void and remain in full force and have no effect and except that termination this Section 7 and Sections 5.10 and 9 hereof will not relieve a party from liability for any willful breach by it of this Agreement. Notwithstanding the foregoing, in the event of survive any termination of this Agreement, and except that, notwithstanding anything in this Agreement to the Voting Agreements will remain in full force and effect in accordance with their termscontrary, no party shall be relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement.