Effect of Termination Pursuant to Section 9. 1. In the event of the termination of this Agreement by any Seller or the Company as provided in Section 9.1 hereof, this Agreement shall become null and void and of no further force or effect, and there shall be no liability or obligation hereunder on the part of Sellers or the Company, or any of their respective subsidiaries, or any of their respective general partners, limited partners, partners, stockholders, members, equity holders, directors, officers, employees, affiliates, agents, representatives, successors or assigns, except (i) any obligations of the parties to this Agreement under Sections 7.3(c), 7.9(a), 9.2, 9.4, 9.5 and 9.6 hereof and Article XI hereof shall survive such termination and (ii) one or more of Sellers or the Company, as the case may be, may have liability to one or more of Sellers or the Company, as the case may be, if the basis of the termination is a willful, material breach by one or more of Sellers or the Company, as the case may be, of one or more of the provisions of this Agreement. Furthermore, if this Agreement is terminated pursuant to Section 9.1 hereof, the Company shall not, and shall cause its affiliates not to, oppose or seek to prevent or frustrate any transaction or agreement that Sellers or any of their subsidiaries may propose or enter into relating to any business combination between Sellers and any third party; provided, however, that if (1) Xxxxxxx, Sachs & Co. and its affiliates (including, without limitation, Whitehall and the Managing Member) are not using all or any portion of the Evaluation Material (as defined in the Confidentiality Agreement) in violation of the Confidentiality Agreement, and (2) Xxxxxxx, Xxxxx & Co. and its affiliates (including, without limitation, Whitehall and the Managing Member) are not using all or any portion of the Evaluation Material (as defined in the Confidentiality Agreement) in any of the activities specified below and (3) Xxxxxxx, Sachs & Co. and its affiliates (including, without limitation, Whitehall and the Managing Member) are not in violation of Section 7.3(c) hereof, then nothing in this Agreement shall in any manner apply to or restrict the activities of Xxxxxxx, Xxxxx & Co. and its affiliates from engaging in asset management, brokerage, investment advisory, investment banking, financial advisory, anti-raid advisory, financing, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its and its affiliates' business.
Effect of Termination Pursuant to Section 9. 3: Following termination under section 9.3 (which shall also act to terminate the Distribution Agreement), the Investor shall have the right to liquidate JVC, however if it does so, it shall allow Sagent to hire JVC employees directly or through a third party to provide support to existing customers.
Effect of Termination Pursuant to Section 9. 3. In the event of the termination of certain rights and obligations under this Agreement of one or more Excluded XxXxxx Partnerships and of all of the parties hereto in respect of such Excluded XxXxxx Partnerships as provided in Section 9.3 hereof, all of the rights and obligations under this Agreement of each such Excluded XxXxxx Partnership and of all of the other parties hereto in respect of each such Excluded XxXxxx Partnership shall become null and void and of no further force or effect, and there shall be no liability or obligation hereunder of such Excluded XxXxxx Partnership or of the other parties hereto in respect of any such Excluded XxXxxx Partnership on the part of any other party hereto, or their respective subsidiaries, or any of their respective general partners, partners, stockholders, members, equity holders, directors, officers, employees, affiliates, agents, representatives, successors or assigns, except (i) any obligations of the parties to this Agreement under Sections 7.3(c), 7.4(b), 7.5, 7.9(a), 7.10, 7.14, 9.4, 9.5 and 9.6 hereof and Article XI hereof (other than Section 11.3 hereof) shall survive such termination and (ii) one or more of Sellers or the Company, as the case may be, may have liability to one or more of Sellers or the Company, as the case may be, if the basis of the termination is a willful, material breach by one or more of Sellers or the Company, as the case may be, of one or more of the provisions of this Agreement; provided, however, that except as provided in this Section 9.4, nothing in this
Effect of Termination Pursuant to Section 9. 01(e) or 9.01(f) 75
Effect of Termination Pursuant to Section 9. 01(e) or 9.01(f). If this Agreement is terminated pursuant to Section 9.01(e) or Section 9.01(f), Parent shall promptly (and in any event, within five Business Days of such termination) pay Thermo a break-up fee in cash, shares of GSAT Common Stock, or warrants to purchase GSAT Common Stock (on terms acceptable to Thermo), at Parent’s election, with a value equal to $25 million.
