Effect of Termination Prior to Closing. In the event of termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto, except that nothing herein shall relieve either party from liability for any breach of any covenant or agreement in this Agreement.
Effect of Termination Prior to Closing. If Closing does not occur as a result of any Party exercising its right to terminate pursuant to Section 9.1, then no Party shall have any further rights or obligations under this Agreement, except that (i) nothing herein shall relieve any Party from any liability for any willful breach of this Agreement, and (ii) the provisions of ARTICLE XI shall survive any termination of this Agreement.
Effect of Termination Prior to Closing. In the event of the termination and abandonment of the acquisition and this Agreement as herein provided, written notice shall be given to the company or person to be notified of the termination or abandonment as herein provided, and thereupon this Agreement shall become wholly void and of no effect, and there shall be no liability on the part of any person who is a party hereto, or any liability for the Board of Directors, stockholders, officers or directors of either the Company or Life or any other party to this Agreement.
Effect of Termination Prior to Closing. Each Party’s right of termination under Section 9(a) is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9(a), all further obligations of the Parties under this Agreement will terminate, except that the obligations in Section 5(c), Section 5(e), Section 12(d), and Section 12(h) will survive; provided, however, that if this Agreement is terminated by a Party because of the breach of the Agreement by the other Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the other Party’s failure to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination.
Effect of Termination Prior to Closing. (a) The Party desiring to terminate this Agreement pursuant to Section 10.01 shall give written notice of such termination to the other Parties in accordance with Section 12.02, specifying the provisions hereof pursuant to which such termination is effected.
(b) If this Agreement is validly terminated pursuant to Section 10.01, then all further obligations of the Parties under this Agreement shall be terminated without further Liability of any Party to the other Party, except for the rights and obligations of the Parties in this Section 10.02 (Effect of Termination or Breach Prior to Closing), Article XI (Indemnification) and Article XII (Miscellaneous), each of which shall continue to apply following any such termination. Notwithstanding anything to the contrary contained herein, except as expressly set forth herein, termination of this Agreement shall not release any Party from any liability for any breach by such Party of the terms and provisions of this Agreement prior to such termination, and such other Party will be entitled to pursue any rights or remedies available at law or in equity with respect to any such breach.
(c) If this Agreement is terminated by either Party, or, if applicable, both Parties, pursuant to Section 10.01(a) or (b), then both Parties shall be released from any liability to one another with respect to such termination and neither Party shall have any further liability as a result of such termination.
Effect of Termination Prior to Closing. (a) In the event of termination of this Agreement in accordance with Section 10.01, (a) this Agreement shall be null and void and of no further force and effect, except as set forth in this Section 10.02, Section 6.03, Section 6.11(d), Article XII and the Confidentiality Agreement, and (b) such termination shall relieve each party to this Agreement from liability for all violations of this Agreement that occurred prior to such termination other than liability for willful (in the sense that such action was both intentional and known to be a violation of this Agreement) and material breaches of this Agreement prior to such termination.
(b) If this Agreement is terminated by Seller pursuant to (A) Section 10.01(f) or 10.01(g), and at such time the conditions set forth in Section 9.02 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing and other than those conditions that Purchaser’s breach of this Agreement have caused not to be satisfied), or (B) Section 10.01(e), then Purchaser will pay Seller an amount equal to $117,500,000 (the “Purchaser Termination Fee”).
(c) If this Agreement is terminated by either Purchaser or Seller (A) pursuant to Section 10.01(c), only in connection with any Governmental Order or action by a Governmental Authority with respect to antitrust Laws or (B) pursuant to Section 10.01(b) and, in the case of this clause (B), (i) at the time of such termination, the conditions set forth in at least one of Section 9.02(c) or Section 9.02(e) (as a result of a Governmental Order with respect to antitrust Laws) shall not have been satisfied and (ii) all other conditions to the obligations of Purchaser to consummate the Closing set forth in Section 9.02 have been satisfied or waived (and, in the case of those conditions that by their terms are to be satisfied at the Closing, such conditions would be satisfied if the Closing were to occur), then Purchaser will pay Seller an amount equal to $117,500,000 (the “Regulatory Termination Fee”).
(d) In the event the Purchaser Termination Fee or the Regulatory Termination Fee is payable such fee will be paid to Seller by Purchaser in immediately available funds within two (2) Business Days after the date on which this Agreement is terminated pursuant to Section 10.01.
(e) Purchaser acknowledges and agrees that the agreements contained in Section 10.02(b), Section 10.02(c) and Section 10.02(d) are an integral part of the transactions con...
Effect of Termination Prior to Closing. In the event of a termination of this Agreement, prior to Closing (i) each party shall pay the costs and expenses incurred by it in connection herewith, (ii) no party (or any of its officers, directors, employees, agents, representatives) shall be liable to any other party for any costs, expenses, damage or loss of anticipated profits hereunder, (iii) each party shall retain any and all rights attendant to any breach of any covenant, representation or warranty made hereunder and (iv) the Stockholders' Agreement shall remain in full force and effect.
Effect of Termination Prior to Closing. In the event of termination of this Agreement by the Seller or the Purchaser pursuant to and in accordance with Section 4.8, written notice thereof shall forthwith be given by the terminating Party to the other Parties hereto in accordance with Section 15.7, and this Agreement shall thereupon terminate and become void and have no force or effect, no Party to this Agreement (or any of its Affiliates or its or their respective representatives) will have any liability or further obligation to any other Party to this Agreement (and the Parties shall be relieved and released from any related liabilities or damages), and the transactions contemplated hereby shall be abandoned without further action by the Parties hereto, except that notwithstanding anything herein to the contrary: (A) the provisions of Sections 8.7 and 13.6 shall survive the termination of this Agreement; and (B) no Party shall be relieved or released from any liabilities or damages arising out of its breach of its obligations under this Agreement prior to such termination.
Effect of Termination Prior to Closing. In the event of termination of this Agreement as provided in Section 9.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto, except as expressly set forth in Section 9.3; provided that nothing herein shall relieve any party hereto from liability for any breach of any covenant of this Agreement; and provided, further, that notwithstanding the foregoing, the terms of Section 9.3, Section 10.1, Sections 10.2(b), (c) and (d), Section 10.7, Section 10.9, Section 10.11 and this Section 9.2 shall remain in full force and effect and shall survive any termination of this Agreement.
Effect of Termination Prior to Closing. In the event of the ------------------------------------------- termination of this Agreement pursuant to Section 9(a) or (b), this Agreement, except for the provisions of Sections 9 and 10, shall forthwith become null and void and have no effect. Nothing in this Section 9 shall, however, relieve any party to this Agreement for liability for breach of this Agreement occurring prior to such termination, or for breach of any provision of this Agreement which specifically survives termination.
