Common use of Effect of Termination; Etc Clause in Contracts

Effect of Termination; Etc. (i)In the event of the termination of this Agreement in accordance with Section 8.06 hereof, (i) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Section 8.07 and Section 6.06, Article IX (other than Section 9.17) and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, and (ii) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of any party hereto. Notwithstanding the immediately preceding sentence of this Section 8.07(a), termination of this Agreement pursuant to Section 8.06 shall not release any party hereto from any liability (x) pursuant to the sections specified in this Section 8.07(a) that survive such termination or (y) except as expressly provided in any of the provisions that survive such termination, for (A) any intentional and material breach by a party of its representations and warranties under this Agreement or (B) any material breach by a party of its covenants and agreements under this Agreement taken with knowledge that such action or inaction was in material breach of this Agreement, in each case that occurred prior to such termination (the breach described in this clause (B), a “Material Covenant Breach”). Nothing in this Section 8.07(a) shall limit the right of any party hereto to bring or maintain any action (i) for injunction, specific enforcement of the obligations of Purchaser, the Merger Sub or the Company or any other party under this Agreement, or other equitable relief as provided in Section 9.12 or (ii) arising out of or in connection with any breach of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Agreement, if an award of damages is sought against any party hereto for any alleged breach of this Agreement by such party occurring prior to the Closing, the parties agree that any such award of damages shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include the benefit of the bargain lost by the party (and, in the case of the Company, lost by the Eligible Holders) seeking such award (i.e., expectancy damages) if a court of competent jurisdiction in accordance with Section 9.08 determines appropriate under applicable Law and, if so determined by such a court, shall be recoverable by Purchaser, or by the Company on behalf of the Eligible Holders, as applicable. For purposes of clarification, (i) if the Purchaser does not close the transactions contemplated by this Agreement in circumstances in which all of the closing conditions set forth in Section 7.01 and Section 7.02 (other than conditions to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing) have been satisfied or waived, such event shall be deemed to be a Material Covenant Breach by the Purchaser of this Agreement and (ii) if the Company does not close the transactions contemplated by this Agreement in circumstances in which all of the closing conditions set forth in Section 7.01 and Section 7.03 (other than conditions to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing) have been satisfied or waived, such event shall be deemed to be a Material Covenant Breach by the Company of this Agreement.

Effect of Termination; Etc. (i)In In the event of the termination of this Agreement in accordance with Section 8.06 hereof7.02, (i) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Section 8.07 7.03, Section 7.04, Section 5.07, the indemnification and reimbursement obligations of Parent under Section 6.065.10(c), Article IX VIII (other than Section 9.17) 8.16), the Guarantees and the Confidentiality Agreement Agreements shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, in each case, in accordance with their respective terms, and (ii) subject to the terms and conditions of the surviving provisions of this AgreementAgreement and the Guarantees, there shall be no liability or obligation on the part of Parent, Merger Sub, the Company or any party heretoParent Related Party or Company Related Party. Notwithstanding the immediately preceding sentence of this Section 8.07(a)7.03, termination of this Agreement pursuant to Section 8.06 7.02 shall not release (x) any party hereto from any liability (x1) pursuant to the sections specified in this Section 8.07(a) 7.03 that survive such termination or (2) for actual fraud or (y) except as expressly provided in any of the provisions that survive such termination, Company for (A) any intentional and material breach by a party of its representations and warranties under this Agreement or (B) any material breach by a party of its representations, warranties, covenants and or agreements under this Agreement taken with knowledge that such action or inaction was in material breach of this Agreement, in each case that occurred prior to such termination (the breach described termination. Notwithstanding anything in this clause Agreement to the contrary, the Company shall have no liability to Parent or Merger Sub for any money damages arising out of or relating to the Company’s breach or violation of this Agreement (B)other than an Intentional Breach) in excess of an amount equal to the amount of the Parent Termination Fee, a “Material Covenant Breach”whether at law or in equity, whether in contract, tort or otherwise (other than actual fraud). Nothing in this Section 8.07(a) shall limit the right of any party hereto to bring or maintain any action (i) for injunction, specific enforcement of the obligations of Purchaser, the Merger Sub or the Company or any other party under this Agreement, or other equitable relief as provided in Section 9.12 or (ii) arising out of or in connection with any breach of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Agreement, if an award of damages is sought against any party hereto for any alleged breach of this Agreement by such party occurring prior to the Closing, the parties agree that any such award of damages shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include the benefit of the bargain lost by the party (and, in the case of the Company, lost by the Eligible Holders) seeking such award (i.e., expectancy damages) if a court of competent jurisdiction in accordance with Section 9.08 determines appropriate under applicable Law and, if so determined by such a court, 7.03 shall be recoverable by Purchaser, or by the Company on behalf of the Eligible Holders, as applicable. For purposes of clarification, (i) if the Purchaser does not close the transactions contemplated by this Agreement in circumstances in which all of the closing conditions set forth in construed to limit Parent’s obligations pursuant to Section 7.01 and Section 7.02 (other than conditions to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing) have been satisfied or waived, such event shall be deemed to be a Material Covenant Breach by the Purchaser of this Agreement and (ii) if the Company does not close the transactions contemplated by this Agreement in circumstances in which all of the closing conditions set forth in Section 7.01 and Section 7.03 (other than conditions to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing) have been satisfied or waived, such event shall be deemed to be a Material Covenant Breach by the Company of this Agreement7.04.

Effect of Termination; Etc. (i)In a) In the event of the termination of this Agreement in accordance with Section 8.06 9.01 hereof, (i) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Article VIII, Section 8.07 6.04(c), Section 6.05, and Section 6.06, Article IX X (other than Section 9.17and any definitional provisions of Article I or otherwise relating to such Sections) and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the partiesparties (in accordance with its terms), and (ii) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of any party hereto. Notwithstanding the immediately preceding sentence of this Section 8.07(a9.02(a), termination of this Agreement pursuant to Section 8.06 9.01 shall not release any party hereto from any liability (x) pursuant to the sections specified in this Section 8.07(a) that survive such termination or Fraud (y) except as expressly provided for any Willful and Material Breach of any covenant or agreement set forth in any of the provisions that survive such termination, for (A) any intentional and material breach by a party of its representations and warranties under this Agreement or (B) any material breach by a party of its covenants and agreements under this Agreement taken with knowledge that such action or inaction was in material breach of this Agreement, in each case that occurred prior to such termination (the breach described in this clause (B), a “Pre-Termination Willful and Material Covenant Breach”). Nothing in this Section 8.07(a) shall limit the right of , it being understood that any party hereto failure by Purchaser or Merger Sub to bring or maintain any action (i) for injunction, specific enforcement of the obligations of Purchaser, consummate the Merger Sub or on the Company or any other party under this Agreementdate the Closing is required to have occurred in accordance with Section 3.01, or other equitable relief as provided in Section 9.12 or (ii) arising out of or in connection with any breach of the Confidentiality Agreementshall constitute a Pre-Termination Willful and Material Breach. Notwithstanding anything to the contrary contained in this Agreement, if an award of damages is sought against any party hereto for any alleged breach of this Agreement by such party occurring prior to the Closing, the parties agree that any such award of damages shall not be limited to reimbursement of expenses herein or out-of-pocket costs, and may include the benefit of the bargain lost by the party (andotherwise, in the case event of any such Pre-Termination Willful and Material Breach, the Company, lost by the Eligible Holders) seeking such award (i.e., expectancy damages) if a court of competent jurisdiction in accordance with Section 9.08 determines appropriate under applicable Law and, if so determined by such a court, Parties hereto shall be recoverable by Purchaser, entitled to exercise any and all remedies available under law or by the Company on behalf of the Eligible Holders, as applicable. For purposes of clarification, (i) if the Purchaser does not close the transactions contemplated by this Agreement in circumstances in which all of the closing conditions set forth in Section 7.01 and Section 7.02 (other than conditions to be satisfied at the Closingequity, but subject to such conditions being capable of being satisfied at the Closing) have been satisfied or waived, such event shall be deemed to be a Material Covenant Breach by the Purchaser of this Agreement and (ii) if the Company does not close the transactions contemplated by this Agreement in circumstances in which all of the closing conditions set forth in Section 7.01 and Section 7.03 (other than conditions to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing) have been satisfied or waived, such event shall be deemed to be a Material Covenant Breach by the Company of this Agreement10.11.

Effect of Termination; Etc. (i)In a) In the event of the termination of this Agreement in accordance with Section 8.06 hereof, (i) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Section 8.07 and Section 6.06, Article IX (other than Section 9.17) and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, and (ii) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of any party hereto. Notwithstanding the immediately preceding sentence of this Section 8.07(a), termination of this Agreement pursuant to Section 8.06 shall not release any party hereto from any liability (x) pursuant to the sections specified in this Section 8.07(a) that survive such termination or (y) except as expressly provided in any of the provisions that survive such termination, for (A) any intentional and material breach by a party of its representations and warranties under this Agreement or (B) any material breach by a party of its covenants and agreements under this Agreement taken with knowledge that such action or inaction was in material breach of this Agreement, in each case that occurred prior to such termination (the breach described in this clause (B), a “Material Covenant Breach”). Nothing in this Section 8.07(a) shall limit the right of any party hereto to bring or maintain any action (i) for injunction, specific enforcement of the obligations of Purchaser, the Merger Sub or the Company or any other party under this Agreement, or other equitable relief as provided in Section 9.12 or (ii) arising out of or in connection with any breach of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Agreement, if an award of damages is sought against any party hereto for any alleged breach of this Agreement by such party occurring prior to the Closing, the parties agree that any such award of damages shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include the benefit of the bargain lost by the party (and, in the case of the Company, lost by the Eligible Holders) seeking such award (i.e., expectancy damages) if a court of competent jurisdiction in accordance with Section 9.08 determines appropriate under applicable Law and, if so determined by such a court, shall be recoverable by Purchaser, or by the Company on behalf of the Eligible Holders, as applicable. For purposes of clarification, (i) if the Purchaser does not close the transactions contemplated by this Agreement in circumstances in which all of the closing conditions set forth in Section 7.01 and Section 7.02 (other than conditions to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing) have been satisfied or waived, such event shall be deemed to be a Material Covenant Breach by the Purchaser of this Agreement and (ii) if the Company does not close the transactions contemplated by this Agreement in circumstances in which all of the closing conditions set forth in Section 7.01 and Section 7.03 (other than conditions to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing) have been satisfied or waived, such event shall be deemed to be a Material Covenant Breach by the Company of this Agreement.