Effect of Termination; Procedure. Except as set forth in this Section 7.2, if, and in the event, this Agreement is terminated pursuant to Section 7.1,
(a) this Agreement shall become void and of no effect with no liability or further obligation on the part of any Party hereto arising under or out of this Agreement, except that: (i) the provisions of Section 5.2(b) (Access to Information; Confidentiality), this Section 7.2 (Effect of Termination; Procedure), Section 7.3 (Fees and Expenses), Section 7.4 (Termination Fee), and Article IX (Miscellaneous), shall each survive the termination hereof; and (ii) no such termination shall relieve any Party of any liability for losses, costs and damages incurred by the other Party on account of breach by any Party hereto; and
(b) all filings, applications and other submissions made by any Party to any Person, including any Governmental Authority, in connection with the transactions contemplated by this Agreement shall, to the extent practicable and not legally prohibited, be withdrawn from such Person by such Party and any transfer of the Purchased Interest prior to payment of the Estimated Closing Payment, together with any interest thereon, in full hereunder shall be unwound. Without limiting the generality of the foregoing, in such case, Seller shall be entitled to require that Purchaser transfer the Purchased Interest back to Seller or to any other Person designated by Seller, and Purchaser agrees to take or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (in each case, subject to applicable Laws) to transfer the Purchased Interest back to Seller or its designee as promptly as practicable, including (i) the preparation and filing of all forms, registrations and notices required to be submitted to SAMR and any other competent Governmental Authority, (ii) the taking of all reasonable actions necessary to obtain (and with cooperation with Seller and the Company in obtaining) any Consent, clearance, expiration or termination of waiting periods or other confirmation of, any Governmental Authority required to be obtained or made by Purchaser, the Company, Seller or any of Seller’s designees in connection with the transfer of the Purchased Interest. The cost (including Taxes) for such unwinding transfer shall be borne (w) equally by Purchaser and Seller, if this Agreement is terminated pursuant to Section 7.1(a); (x) equally by Purchaser and Seller, if this Agreement is terminated pursuant to Sect...
Effect of Termination; Procedure. (a) Except as set forth in this Section 12.2 and Section 13.3, if this Agreement is terminated pursuant to Section 12.1, this Agreement shall become void and of no further force or effect with no liability or further obligation on the part of any party hereto or any of its Related Parties, except that this Article 12 and Article 13 shall survive the termination hereof. If this Agreement is terminated for any reason prior to the Closing, the Confidentiality Agreement shall nonetheless remain and continue in full force and effect in accordance with its terms.
(b) In the event this Agreement is terminated pursuant to Section 12.1:
(i) all confidential information received by Buyer or any of its representatives with respect to the Business, the Company, Seller or their respective Affiliates shall be returned or destroyed and, if such confidential information cannot be returned or destroyed, shall be treated in accordance with any applicable provisions of the Confidentiality Agreement; and SPI-900029917v22 60
(ii) all filings, applications and other submissions made to any Person, including any Governmental Authority, in connection with the transactions contemplated by this Agreement shall, to the extent practicable and not legally prohibited, be withdrawn from such Person.
Effect of Termination; Procedure. (a) Except as set forth in this Section 6.2(a), if this Agreement is terminated pursuant to Section 6.1 this Agreement shall become void and of no effect with no liability or further obligation on the part of any Party hereto or any of its Related Parties; provided that this Section 6.2(a), Section 4.7, Section 6.3 and Article 7 shall survive the termination hereof; and provided further, that termination of this Agreement shall not relieve any Party from liability for Fraud, intentional misrepresentation or intentional and material breach of this Agreement.
(b) If this Agreement is terminated pursuant to Section 6.1:
(i) all confidential information received by any Party or its Representatives with respect to the Business of any Target Group or of their respective Affiliates shall be returned or destroyed and, if such confidential information cannot be returned or destroyed, shall be treated in accordance with any applicable provisions of the Confidentiality Agreement; and
(ii) all filings, applications and other submissions made to any Person, including any Governmental Authority, in connection with the transactions contemplated by this Agreement shall, to the extent practicable and not legally prohibited, be withdrawn from such Person.
Effect of Termination; Procedure. (a) Except as set forth in this Section 8.2, if this Agreement is terminated pursuant to Section 8.1 this Agreement shall become void and of no effect with no liability (other than in the case of willful and intentional breach) or further obligation on the part of any Party hereto or any of its Related Parties, except that this Section 8.2, Section 5.2(b), Section 5.2(c), Section 5.6, Section 8.3 and Article 9 shall survive the termination hereof.
(b) In the event this Agreement is terminated pursuant to Section 8.1:
(i) all confidential information received by Purchaser or any of its Representatives with respect to the Business of any of the Group Companies or of their respective Affiliates shall be returned or destroyed and, if such confidential information cannot be returned or destroyed, shall be treated in accordance with any applicable provisions of the Confidentiality Agreement; and
(ii) all filings, applications and other submissions made to any Person, including any Governmental Authority, in connection with the transactions contemplated by this Agreement shall, to the extent practicable and not legally prohibited, be withdrawn from such Person.
Effect of Termination; Procedure. (a) Except as set forth in this Section 8.3(a), if, and in the event, this Agreement is terminated pursuant to Section 8.2, this Agreement shall become void and of no effect with no liability or further obligation on the part of any party hereto arising under or out of this Agreement, except that: (i) the provisions of Section 6.2, this Section 8.3, Section 8.4, Section 8.5, Section 8.6, and Article IX and the agreements contained in the Confidentiality Agreement (to the extent set forth therein), shall each survive the termination hereof; and (ii) no such termination shall relieve any party hereto of any liability for losses, costs and damages incurred by another party resulting from any willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement. For purposes of this Agreement, “willful and material breach” shall mean (A) any deliberate act or failure to act that is absent of good faith, which act or failure to act constitutes in and of itself a material breach of this Agreement, and (B) without limiting clause (A) above, (1) with respect to the Purchaser, (x) the Purchaser’s breach or failure to take any action that would otherwise be required pursuant to Section 6.3, or (y) the Purchaser’s failure to consummate any applicable Closing giving rise to a right of termination by the Seller pursuant to Section 8.2(b)(iii) or Section 8.2(b)(iv); and (2) with respect to the Seller, (x) the Seller’s breach or failure to take any action that would otherwise be required pursuant to Section 6.3, or (y) the Seller’s failure to consummate any applicable Closing giving rise to a right of termination by the Purchaser pursuant to Section 8.2(b)(ii) or Section 8.2(b)(v).
Effect of Termination; Procedure. (a) Except as set forth in this Section 8.3, if, and in the event, this Agreement is terminated pursuant to Section 8.2, this Agreement shall become void and of no effect with no liability or further obligation on the part of any party hereto arising under or out of this Agreement, except that: (i) the provisions of Section 6.2 (Access to Information; Confidentiality), this Section 8.3, Section 8.4 (Fees and Expenses), Article IX (Miscellaneous) and the agreements contained in the Confidentiality Agreement (to the extent set forth therein), Table of Contents
Effect of Termination; Procedure. In the event of termination of this Agreement pursuant to Section 6.1, written notice thereof shall be given by the terminating party to the other parties to this Agreement, and this Agreement shall thereupon terminated and become void and have no effect without any liability to the parties hereto, and the transactions contemplated herein shall be abandoned without further action by the parties hereto, except that the provisions relating to confidentiality, as set forth in a separate Confidentiality Agreement executed by the parties shall survive the termination of this Agreement.
Effect of Termination; Procedure. In the event of the termination of this Agreement as provided in Section 8.1, written notice thereof shall forthwith be given by the terminating Party to the other Parties specifying the provision of this Agreement pursuant to which such termination is made and this Agreement shall forthwith become null and void after the expiration of any applicable period following such notice, except for the provisions of (a) Section 6.3 relating to publicity, (b) Section 6.6 relating to certain confidentiality obligations, (c) this Section 8.2, and (d) Article X. Nothing in this Section 8.2 shall be deemed to release any Party from any liability for any material breach by such Party of the terms and provisions of this Agreement or to impair the right of any Party to compel specific performance by any other Party of their respective obligations under this Agreement.
