Common use of Effect of Termination Generally Clause in Contracts

Effect of Termination Generally. Except as otherwise set forth in this Section 9.4, in the event of a termination of this Agreement by either the Company or Parent as provided in Section 9.1 or Section 9.2, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company hereunder; provided, however, that the provisions of Article I, Section 2.2(c)(iii), this Article IX, Article X and the last sentence of Section 7.4(d) shall remain in full force and effect and survive any termination of this Agreement; provided, further, that no Party shall be relieved or released from any liabilities or damages arising out of its (i) breach of any of its covenants or agreements set forth in this Agreement (including the failure by the Company to pay any amounts due pursuant to Section 9.4(b) or Section 9.4(c)) or (ii) willful or material breach of its representations or warranties set forth in this Agreement. Notwithstanding the foregoing, in no event shall any Party be liable for punitive damages.

Effect of Termination Generally. Except as otherwise set forth in this Section 9.4, in the event of a termination of this Agreement by either the Company or Parent as provided in Section 9.1 or Section 9.2, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company hereunderor their respective directors, managers, officers, equityholders, employees and other Representatives; provided, however, that (i) the provisions of Article I, this Section 2.2(c)(iii), this Article IX9.4, Article X and the last sentence Confidentiality Agreement and (ii) after the Acceptance Time, the provisions of Section 7.4(d) shall 2.1(e), shall, in each case, remain in full force and effect and survive any termination of this Agreement; provided, further, that no Party shall be relieved or released from any liabilities or damages arising out of its (i) willful and material breach of any of its covenants or agreements or willful and material breach of any representation or warranties set forth in this Agreement made by such Party (including the failure by the Company to pay any amounts due pursuant to Section 9.4(b) or Section 9.4(c)) or (ii) willful or material breach of its representations or warranties set forth in this Agreement). Notwithstanding the foregoing, in no event shall any Party be liable for punitive damages.

Effect of Termination Generally. Except as otherwise set forth in this Section 9.48.2, in the event of a termination of this Agreement by either the Company or Parent as provided in Section 9.1 or Section 9.28.1, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company hereunderor their respective directors, officers, shareholders, employees and other Representatives; provided, however, provided that the provisions of this Section 8.2 and Article I, Section 2.2(c)(iii), this Article IX, Article X and the last sentence of Section 7.4(d) IX shall remain in full force and effect and survive any termination of this AgreementAgreement in accordance with its terms; provided, further, that no Party shall be relieved or released from any liabilities or damages arising out of its (i) intentional and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement (including the failure by the Company to pay any amounts due pursuant to Section 9.4(b8.2(b) or Section 9.4(c8.2(c)) or (ii) willful or material breach of its representations or warranties set forth in this Agreementfor fraud. Notwithstanding the foregoing, in no event shall any Party be liable for punitive damages.

Effect of Termination Generally. Except as otherwise set forth in this Section 9.4, in the event of a termination of this Agreement by either the Company or Parent as provided in Section 9.1 or Section 9.2, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company hereunderor their respective directors, officers, shareholders, employees and other Representatives; provided, however, that (i) the provisions of Article I, this Section 2.2(c)(iii), this Article IX9.4, Article X and the last sentence NDA and (ii) after the Acceptance Time, the provision of Section 7.4(d2.1(e) shall shall, in each case, remain in full force and effect and survive any termination of this Agreement; provided, further, that no Party shall be relieved or released from any liabilities or damages arising out of its (i) willful and material breach of any of its covenants or agreements or willful and material breach of any representation or warranties set forth in this Agreement made by such Party (including the failure by the Company to pay any amounts due pursuant to Section 9.4(b) or Section 9.4(c)) or (ii) willful or material breach of its representations or warranties set forth in this Agreement). Notwithstanding the foregoing, in no event shall any Party be liable for punitive damages.

Effect of Termination Generally. Except as otherwise set forth in this Section 9.48.2, in the event of a termination of this Agreement by either the Company or Parent as provided in Section 9.1 or Section 9.28.1, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company hereunderor their respective officers or directors; provided, however, that the provisions of Article Ithis Section 8.2, the last paragraph of Section 2.2(c)(iii)6.7, this Article IX, Article X the Confidentiality Agreement and the last sentence of Section 7.4(dLimited Guarantees (to the extent set forth therein) shall remain in full force and effect and survive any termination of this Agreement; provided, further, that no Party shall be relieved or released from any liabilities or damages arising out of its (i) willful breach of any provision of its covenants or agreements set forth in this Agreement (including the failure by the Company any Party to pay any amounts due pursuant to this Section 9.4(b8.2), subject, with respect to any such liabilities of the Company, to Section 8.2(b)(vi) and Section 8.2(g), and, with respect to any such liabilities of Parent or Merger Sub, to Section 9.4(c8.2(c)(iii) and Section 8.2(f)) or (ii) willful or material breach of its representations or warranties set forth in this Agreement. Notwithstanding the foregoing, in no event shall any Party be liable for consequential, special, punitive or exemplary damages.

Effect of Termination Generally. Except as otherwise set forth in this Section 9.4, in the event of a termination of this Agreement by either the Company or Parent as provided in Section 9.1 or Section 9.2, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company hereunderor their respective directors, managers, officers, equityholders, employees and other Representatives; provided, however, that (i) the provisions of Article I, this Section 2.2(c)(iii), this Article IX9.4, Article X and the last sentence of Section 7.4(d) Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement; provided, further, that (ii) no Party shall be relieved or released from any liabilities or damages arising out of its (i) breach of any of its covenants or agreements or willful or fraudulent breach of any representation or warranties set forth in this Agreement (including the failure by the Company to pay any amounts due pursuant to Section 9.4(b) or Section 9.4(c)), and (iii) no termination of this Agreement shall in any way affect any of the Parties’ rights or (ii) willful or material breach obligations with respect to any shares of its representations or warranties set forth in this AgreementCompany Common Stock accepted for payment pursuant to the Offer prior to such termination. Notwithstanding the foregoing, in no event shall any Party be liable for punitive damages.