Effect of Termination; Releases Sample Clauses

Effect of Termination; Releases. (a) Effective upon the execution and delivery of this Agreement, (i) each Purchaser, on behalf of itself and its Affiliates, and (ii) the Company, on behalf of itself and its Affiliates, hereby (x) forever, fully and completely terminate the Purchase Agreement and any and all rights, duties, interests and obligations thereunder except for any provisions therein that expressly survive termination and (y) forever, fully and completely agree that none of the Company, the Purchasers their Affiliates and any of their successors or assigns has any further rights, duties, interests or obligations under the Purchase Agreement of any kind or any nature whatsoever, including any obligation of the Company to issue or sell any preferred stock to any Purchaser or any other Person. (b) In exchange for the consideration provided and described in this Agreement (which the parties hereto acknowledge is fair and adequate), each of the Company and each Purchaser and their respective Affiliates and any of their successors, and assigns, knowingly and voluntarily fully, forever, absolutely, irrevocably and unconditionally releases, withdraws, waives and discharges all other parties hereto, their Affiliates and each and all of their respective successors, assigns, and all of their past and present officers, directors, employees, servants, attorneys, agents, partners, shareholders, members and managers (each a “Released Party”), and covenants not to xxx for, any and all claims, costs, expenses, attorneys’ fees, damages, indemnities, obligations, counterclaims, demands, causes of action, contracts, agreements, promises, obligations, defenses or liabilities of any kind whatsoever by reason of any act, omission, misrepresentation, cause, claim, counterclaim, cross-claim, right, matter or other basis of liability founded either in tort or contract, howsoever created, evidenced, arising or incurred, whether known or unknown, suspected or unsuspected, up to and including the date of this Agreement, in any way connected with or resulting from the Purchase Agreement and the transactions contemplated thereby (collectively, “Claims”). The release of Claims in this Section 2.3(b) shall be construed as broadly as possible and extend to claims of any nature whatsoever, other than any Claims relating specifically to this Agreement, any rights that expressly survive the termination of the Purchase Agreement pursuant to Section 7.2 thereof and the right to receive the Termination Payment hereund...
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Related to Effect of Termination; Releases

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Effect of Termination for Cause In the event the Executive’s employment shall be terminated for Cause pursuant to Section 5.1 hereof, the Company shall pay the Executive his salary through the date of termination.

  • Effect of Termination Notice Where Network Rail or the Train Operator has served a Termination Notice on the other: (a) the service of the Termination Notice shall not affect the parties’ continuing obligations under this contract up to the date of termination, which date shall be determined in accordance with paragraph 3.4(c); (b) the party which has served the Termination Notice shall withdraw it by notice to the other party, upon being reasonably satisfied that the relevant Event of Default has been remedied; and (c) this contract shall terminate on the later of: (i) the date and time specified in the Termination Notice for the contract to terminate (or such later date and time as the party which served the Termination Notice notifies to the other before the date and time so specified); and (ii) the date on which a copy of the Termination Notice is given to XXX.

  • Termination Effect of Termination 41 Section 8.01. Termination............................................................. 41 Section 8.02. Effect of Termination................................................... 42

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Notice of Termination; Effect of Termination Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

  • Effect of Termination and Abandonment In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

  • Effect of Termination Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.

  • Effect of Termination on Compensation In the event of the termination of this Agreement prior to the completion of the term of employment specified in Article 1, the Employee shall be entitled to the compensation earned by the Employee prior to the effective date of termination as provided for in this Agreement, computed pro rata up to and including that date. Except as otherwise provided in this Agreement, the Employee shall be entitled to no further compensation after the date of termination.

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