Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 65 contracts

Samples: Share Exchange Agreement (Get Real USA, Inc.), Acquisition Agreement (Blackcraft Cult, Inc.), Acquisition Agreement (Capstone Financial Group, Inc.)

AutoNDA by SimpleDocs

Effect of Termination. In the event of the any termination and abandonment of this Agreement pursuant to in accordance with Section 6.1, this Agreement shall forthwith will immediately become void and the parties will have no effect, without any liability on Liability whatsoever to each other with respect to the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreementtransactions contemplated hereby.

Appears in 25 contracts

Samples: Reorganization Agreement (Sirius Xm Holdings Inc.), Reorganization Agreement (Liberty Media Corp), Reorganization Agreement (Atlanta Braves Holdings, Inc.)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.15.1, this Agreement shall forthwith become void and have of no effect, without any effect with no liability on the part of any party hereto or its affiliateshereto; provided, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 that no such termination shall relieve any party hereto from any liability for any breach of this AgreementAgreement occurring prior to such termination.

Appears in 20 contracts

Samples: Transition Agreement (Central European Distribution Corp), Transition Agreement (Central European Distribution Corp), Voting Agreement (Central European Distribution Corp)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated pursuant to Section 6.1Article 5, this Agreement there shall forthwith become void and have be no effect, without any liability or further obligation on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained hereto; provided that nothing in this Section 6.2 5.2 shall relieve any party from release the parties to this Agreement of liability for any breach of any representation, warranty or covenant of this AgreementAgreement occurring prior to the termination hereof.

Appears in 17 contracts

Samples: Lock Up Agreement (HudBay Minerals Inc.), Lock Up Agreement (HudBay Minerals Inc.), Lock Up Agreement (HudBay Minerals Inc.)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated pursuant to Section 6.1, this Agreement there shall forthwith become void and have be no effect, without any liability or further obligation on the part of any party hereto hereto; provided that nothing in this Article 6 shall release the parties to this Agreement of liability for breach of any representation, warranty or its affiliates, directors, officers or stockholders, other than the provisions covenant of this Section 6.2 and Sections 4.7(c) and 6.3 Agreement occurring prior to the termination hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach Upon termination of this Agreement, Securityholder shall be entitled to withdraw any of the Securityholder Securities tendered to the Offer.

Appears in 14 contracts

Samples: Lock Up Agreement (Nevsun Resources LTD), Lock Up Agreement (Nevsun Resources LTD), Lock Up Agreement (Nevsun Resources LTD)

Effect of Termination. In the event of the termination and abandonment of If this Agreement pursuant to Section 6.1is terminated as provided for in Article 5, this Agreement there shall forthwith become void and have be no effectliability or further obligation, without any liability on the part of any party hereto hereto; provided that nothing in this Article 6.1 shall release the parties to this Agreement of liability for breach of any representation, warranty or its affiliates, directors, officers or stockholders, other than the provisions covenant of this Section 6.2 and Sections 4.7(c) and 6.3 Agreement occurring prior to the termination hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach Upon termination of this Agreement, the Seller shall be entitled to withdraw any of its Units deposited under the Offer.

Appears in 11 contracts

Samples: Lock Up Agreement (Fluid Music Canada Inc), Lock Up Agreement (Fluid Music Canada Inc), Lock Up Agreement (Fluid Music Canada Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.18.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c5.01(b) and 6.3 hereof5.02(b). Nothing contained in this Section 6.2 8.02 shall relieve any party from liability for any breach of this Agreement.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Mobivity Holdings Corp.), Asset Purchase Agreement (Mobivity Holdings Corp.), Asset Purchase Agreement (Commercetel Corp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.15.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliatestrustees, partners, beneficiaries, directors, officers officers, stockholders or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreementaffiliates.

Appears in 7 contracts

Samples: Voting Agreement (Diametrics Medical Inc), Exercise Agreement (M Wave Inc), Voting Agreement (Allegro Biodiesel Corp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.14.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliatestrustees, partners, beneficiaries, directors, officers officers, stockholders or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreementaffiliates.

Appears in 6 contracts

Samples: Exercise Agreement (Diametrics Medical Inc), Exercise Agreement (Diametrics Medical Inc), Voting Agreement (M Wave Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any party hereto (or its affiliatesany stockholder, directorsdirector, officers officer, partner, employee, agent, consultant or stockholders, other than the provisions representative of such party) except as set forth in this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing 6.2, provided that nothing contained in this Section 6.2 Agreement shall relieve any party from liability for any breach of this Agreement and provided further that Sections 8.2, 8.3, 8.13, 8.14 and 8.15 shall survive termination of this Agreement.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Xo Communications Inc), Stock Purchase Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Stock Purchase Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.17.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 Sections 5.4, 5.5 and Sections 4.7(c) and 6.3 5.9 hereof. Nothing contained in this Section 6.2 7.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 6 contracts

Samples: Purchase Agreement (Freedom Tax Credit Plus Lp), Purchase Agreement (Liberty Tax Credit Plus Lp), Purchase Agreement (Cambridge Advantaged Properties Ii Limited Partnership)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.17.01, this Agreement Agreement, except for the obligations of the parties pursuant to this Section 7.02 and the provisions of Section 5.06, shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained shareholders; provided that nothing in this Section 6.2 7.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement.

Appears in 5 contracts

Samples: Merger Agreement (Saratoga International Holdings Corp), Merger Agreement (Saratoga International Holdings Corp), Share Exchange Agreement (Saratoga International Holdings Corp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.18.1, this Agreement shall forthwith become void and have no effect, without any liability on except that the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of agreements contained in this Section 6.2 and in Sections 4.7(c) 5.1, 5.4 and 6.3 5.6 and Article IX shall survive the termination hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 5 contracts

Samples: Warrant Purchase Agreement (Magellan Health Services Inc), Warrant Purchase Agreement (Crescent Operating Inc), Warrant Purchase Agreement (Crescent Operating Inc)

Effect of Termination. In the event of the termination and abandonment of If this Agreement pursuant to is terminated as provided in Section 6.17.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or party, its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 7.2, Section 4.3 relating to expenses and Sections 4.7(c) Section 4.8 relating to publicity and 6.3 hereofconfidentiality to the extent provided therein. Nothing contained in this Section 6.2 7.2 shall relieve any party from liability for any breach of this AgreementAgreement occurring before such termination.

Appears in 5 contracts

Samples: Share Purchase Agreement (Thermo Bioanalysis Corp /De), Share Purchase Agreement (Thermo Bioanalysis Corp /De), Share Purchase Agreement (Thermospectra Corp)

Effect of Termination. In the event of Upon the termination and abandonment of this Agreement pursuant to Section 6.17.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 7.2 and Sections 4.7(c5.6(c) and 6.3 hereof7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 6.2 7.2 shall relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Appears in 5 contracts

Samples: Merger Agreement (K2 Inc), Merger Agreement (K2 Inc), Merger Agreement (K2 Inc)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated pursuant to Section 6.15.1, this Agreement shall forthwith become void and have of no effect, effect without any liability on the part of any party hereto (or any of its affiliates, Affiliates or any of their respective directors, officers officers, employees, partners, shareholders, advisors, attorneys-in-fact, representatives or stockholdersagents) to any other party hereto, other than the provided that no such termination shall relieve any party of liability for a willful and material breach of this Agreement prior to such termination. The provisions of this Section 6.2 5.2 and Sections 4.7(c) Article VI and 6.3 hereof. Nothing contained in this Article VII shall survive any termination hereof pursuant to Section 6.2 shall relieve any party from liability for any breach of this Agreement5.1.

Appears in 5 contracts

Samples: Purchase and Redemption Agreement (Core & Main, Inc.), Purchase and Redemption Agreement (Core & Main, Inc.), Purchase and Redemption Agreement (Core & Main, Inc.)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to and in accordance with the provisions of Section 6.16.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto (or its affiliatesstockholders or controlling persons or directors or officers), directors, officers or stockholders, other than except (i) the provisions of this Section 6.2 4.3.6 shall survive such termination and Sections 4.7(cabandonment and (ii) and 6.3 hereof. Nothing contained neither party shall be released or relieved from any liability arising from any willful breach by such party of any of its representations, warranties, covenants or agreements as set forth in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (American Millennium Corp Inc), Agreement and Plan of Reorganization (American Millennium Corp Inc), Agreement and Plan of Reorganization (American Millennium Corp Inc)

Effect of Termination. In the event of the any termination and abandonment of this Agreement pursuant to Section 6.1as provided above, this Agreement shall forthwith become wholly void and have of no effect, without any further force and effect and there shall be no liability on the part of any party hereto Party, its Subsidiaries or its affiliates, directors, their respective officers or stockholdersdirectors; provided, other than however, that upon any such termination the provisions obligations of the Parties with respect to this Section 6.2 5, expenses under Section 6.10 and Sections 4.7(c) confidentiality under Section 6.6 shall remain in full force and 6.3 hereof. Nothing contained in this Section 6.2 shall effect; and provided, further, that nothing herein will relieve any party from liability for damages for any breach of this Agreement.

Appears in 4 contracts

Samples: Master Transaction Agreement (Occidental Petroleum Corp /De/), Master Transaction Agreement (Lyondell Petrochemical Co), Master Transaction Agreement (Lyondell Petrochemical Co)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to the provisions of Section 6.17.1, this Agreement shall forthwith become void and have no effect, without any liability to any Person in respect hereof or of the transactions contemplated hereby on the part of any party hereto party, or any of its affiliatesAffiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 except as specified in Article VIII and Sections 4.7(c5.1(a) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability 5.2(a) and except for any liability resulting from such party’s breach of this Agreement.

Appears in 4 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Hanwha Solar Holdings Co., Ltd.), Share Purchase Agreement (Hanwha Solar Holdings Co., Ltd.)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.16.01, this Agreement shall forthwith become void void, and have there shall be no effect, without any liability on the part of any party hereto or its affiliateshereto, directorsexcept (i) as set forth in Sections 4.02(b), officers or stockholders, other than the provisions of 6.03 and 7.01 and this Section 6.2 6.02 and Sections 4.7(c(ii) and 6.3 hereof. Nothing contained in this Section 6.2 nothing herein shall relieve any party from liability for any breach of this Agreementhereof.

Appears in 4 contracts

Samples: Merger Agreement (Green I Acquisition Corp), Merger Agreement (Born Dawn S), Merger Agreement (Gni Group Inc /De/)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to and in accordance with the provisions of Section 6.16.1(a), hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto (or its affiliates, directors, officers stockholders or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreementcontrolling persons or directors or officers).

Appears in 4 contracts

Samples: Merger Agreement (American Resources Offshore Inc), Agreement and Plan of Merger (Blue Dolphin Energy Co), Agreement and Plan of Merger (American Resources Offshore Inc)

Effect of Termination. In the event of the termination and abandonment of If this Agreement pursuant to is terminated as provided in Section 6.1, this Agreement there shall forthwith become void and have be no effect, without any liability or obligation on the part of any party hereto of the Parties or its affiliatestheir respective officers, directors, officers stockholders or stockholders, other than Affiliates unless expressly provided to the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained contrary elsewhere in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 4 contracts

Samples: Acquisition Agreement (Alternative Energy Partners, Inc.), Acquisition Agreement (BioCube, INC.), Acquisition Agreement (BioCube, INC.)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any party hereto (or its affiliatesany stockholder, directorsdirector, officers officer, partner, employee, agent, consultant or stockholders, other than the provisions representative of such party) except as set forth in this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing 6.2, provided that nothing contained in this Section 6.2 Agreement shall relieve any party from liability for any willful breach of this Agreement and provided further that this Section 6.2 and Sections 7.3, 7.14, 7.15 and 7.16 shall survive termination of this Agreement.

Appears in 4 contracts

Samples: Purchase Agreement (McLeodusa Inc), Purchase Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Purchase Agreement (McLeodusa Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersstockholders or members, other than the provisions of this Section 6.2 7.2 and Sections 4.7(c5.7(c) and 6.3 7.3 hereof. Nothing contained in this Section 6.2 7.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Musician's Exchange), Purchase and Sale Agreement (Musician's Exchange), Purchase and Sale Agreement (Musician's Exchange)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.16.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions provision of this Section 6.2 6.02 and Sections 4.7(c) and 6.3 Section 6.03 hereof. Nothing contained in this Section 6.2 6.02 shall relieve any party from liability for any breach of this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (American Greetings Corp), Merger Agreement (Artistic Greetings Inc), Merger Agreement (Artistic Greetings Inc)

Effect of Termination. (a) In the event of the proper termination and abandonment of this Agreement pursuant to by either the Company or CANNAVOLVE as provided in Section 6.15.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party hereto CANNAVOLVE, INTB or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereofHolders. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Intelligent Buying, Inc.), Agreement and Plan of Reorganization (Intelligent Buying, Inc.), Agreement and Plan of Reorganization (Intelligent Buying, Inc.)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.18.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 6.2 8.2 and the last sentence of Sections 5.5 and Sections 4.7(c) 8.3, and 6.3 9.1 through 9.12 hereof. Nothing contained in this Section 6.2 8.2 shall relieve any party from liability for any willful breach of this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Prism Financial Corp), Merger Agreement (Prism Financial Corp), Merger Agreement (Prism Acquisition Subsidiary Inc)

Effect of Termination. In the event of Upon the termination and abandonment of this Agreement pursuant to Section 6.17.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 7.2 and Sections 4.7(c5.6(d) and 6.3 hereof7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 6.2 7.2 shall relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Appears in 4 contracts

Samples: Acquisition Agreement (Sutioc Enterprises, Inc), Merger Agreement (Fastclick Inc), Acquisition Agreement (Us Wireless Online Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement and the Transaction pursuant to Section 6.18.1, this Agreement Agreement, other than the provisions of Sections 4.1 (last three sentences) and 10.1, shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing provided that nothing contained in this Section 6.2 8.2 shall relieve any party from liability for any willful breach of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (City Holding Co), Agreement and Plan of Reorganization (City Holding Co), Agreement and Plan of Reorganization (Horizon Bancorp Inc /Wv/)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.16.01, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliatesAffiliates, directors, officers or officers, stockholders, partners, managers or members other than the provisions of this Section 6.2 6.02 and Sections 4.7(c) 5.04, and 6.3 Article VII hereof, which shall survive any termination as set forth in Section 6.01. Nothing contained in this Section 6.2 6.02 shall relieve any party from liability for any breach of this Agreement.

Appears in 3 contracts

Samples: Revenue Interests Purchase Agreement, Revenue Interests Purchase Agreement (AxoGen, Inc.), Revenue Interests Purchase Agreement (AxoGen, Inc.)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.16.02, this Agreement shall forthwith become void and have void, impose no effect, without any liability on the part of any party Party hereto or its affiliatesAffiliates, directors, officers or officers, stockholders, partners, managers or members and have no effect other than the provisions of this Section 6.2 6.03, and Sections 4.7(c) Section 5.02, Section 6.02 and 6.3 Article VII hereof. Nothing contained in this Section 6.2 , which shall relieve survive any party from liability for any breach of this Agreementsuch termination.

Appears in 3 contracts

Samples: Royalty Agreement (Aziyo Biologics, Inc.), Royalty Agreement (Ligand Pharmaceuticals Inc), Royalty Agreement

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.17.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 5.04 and Sections 4.7(c) and 6.3 hereofSection 5.09. Nothing contained in this Section 6.2 7.02 shall relieve any party from liability for any breach of this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Realco Inc /Nm/), Merger Agreement (Realco Inc /Nm/), Merger Agreement (Realco Inc /Nm/)

Effect of Termination. In Except as provided in Sections 5.5, 5.11(c) and 8.2, in the event of the termination and abandonment of this Agreement and the abandonment of the Merger pursuant to Section 6.17.1, this Agreement shall forthwith thereafter become void and have no effect, without and no party hereto shall have any liability on the part of to any other party hereto or its affiliatesstockholders or directors or officers in respect thereof, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 except that nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof.

Appears in 3 contracts

Samples: Merger Agreement (Computer Sciences Corp), Merger Agreement (Computer Sciences Corp), Merger Agreement (Policy Management Systems Corp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to by either the Company or SHE as provided in Section 6.16.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party hereto SHE or its affiliates, directors, officers or stockholdersthe Company, other than the provisions of the last sentence of Section 4.01(a) and this Section 6.2 and Sections 4.7(c) and 6.3 hereof6.02. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Appears in 3 contracts

Samples: Acquisition and Stock Exchange Agreement (She Beverage Company, Inc.), Acquisition and Stock Exchange Agreement (She Beverage Company, Inc.), Acquisition and Stock Exchange Agreement (She Beverage Company, Inc.)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto hereto, or any of its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 6.2 and Sections 4.7(c4.6(c) and 6.3 and all of Article 7 with the exception of Sections 7.8 and Section 7.10 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Appears in 3 contracts

Samples: Merger Agreement (Edwards J D & Co), Agreement and Plan of Merger and Reorganization (Edwards J D & Co), Merger Agreement (Edwards J D & Co)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.15.1, except with respect to the payments that may be required pursuant to Section 3.5, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereofparty. Nothing contained in this Section 6.2 Article V shall relieve any party from liability for any breach of this Agreement.

Appears in 3 contracts

Samples: Standstill Agreement (Omi Corp/M I), Standstill Agreement (Omi Corp/M I), Standstill Agreement (Omi Corp/M I)

Effect of Termination. In the event of the termination and --------------------- abandonment of this Agreement pursuant to Section 6.17.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 6.2 7.2 and Sections 4.7(c5.5(d) and 6.3 7.3 hereof. Nothing contained in this Section 6.2 7.2 shall relieve any party from liability for any breach of its covenants, agreements or obligations set forth in this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Northrop Grumman Corp), Agreement and Plan of Merger (NNG Inc), Agreement and Plan of Merger (Northrop Grumman Corp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.19.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliatesAffiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 9.2 and Sections 4.7(c) 5.19, 6.7, 7.5 and 6.3 hereof. 9.5 and Article X. Nothing contained in this Section 6.2 9.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Tracor Inc /De), Merger Agreement (Tracor Inc /De), Merger Agreement (Gec Acquisition Corp)

Effect of Termination. In the event of Upon the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto hereto, or any of its respective affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 6.2 and Sections 4.7(c4.7(e) and 6.3 hereof6.3, and all of Article 7 except for Section 7.5(d). Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Appears in 3 contracts

Samples: Merger Agreement (Verisity LTD), Merger Agreement (Cadence Design Systems Inc), Merger Agreement (Cadence Design Systems Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 6.2 and Sections 4.7(c4.6(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement6.

Appears in 3 contracts

Samples: Merger Agreement (Ventritex Inc), Merger Agreement (St Jude Medical Inc), Merger Agreement (St Jude Medical Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement Agreement, except for the provisions of this Section 6.2 and Sections 6.3, 6.5, 6.6 and 7.10 (and except for any other sections, schedules or provisions referred to in such sections to the extent necessary to give them effect) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained provided, however, that nothing in this Section 6.2 shall relieve any party from to this Agreement of liability for any breach of this Agreement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Axess Corp), Securities Purchase Agreement (Andlinger Capital Xiii LLC), Securities Purchase Agreement (Magida Stephen A)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 6.2 6.2, Section 6.3 and Sections 4.7(c) and 6.3 Article VII hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Appears in 3 contracts

Samples: Merger Agreement (Icahn Carl C Et Al), Merger Agreement (National Energy Group Inc), Merger Agreement (American Real Estate Partners L P)

Effect of Termination. In the event of the termination and abandonment of this Agreement by either United or Raritan pursuant to Section 6.17.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliatesofficers, directors, officers directors or stockholders, other than the provisions of this Section 6.2 and except that Sections 4.7(c5.5(b) and 6.3 hereof8.1 hereof shall have continuing effect as set forth therein. Nothing contained in this Section 6.2 herein, however, shall relieve any party from any liability for any breach of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (United National Bancorp), Merger Agreement (Raritan Bancorp Inc), Merger Agreement (United National Bancorp)

Effect of Termination. In the event of the A termination and abandonment of this Agreement pursuant to as provided in Section 6.1, this Agreement 6.01 shall forthwith become void and have no effect, without any liability on the part of not release any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any a breach of this Agreement.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Genworth Financial Inc), Stock Purchase Agreement (Genworth Financial Inc), Stock Offering Agreement (American International Group Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.17.1, this Agreement Agreement, except for this Section 7.2, the provisions of the second sentence of Section 5.3(f) and Sections 7.3, 8.7 and 8.10, shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers officers, shareholders or stockholders. Notwithstanding the foregoing, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained nothing in this Section 6.2 7.2 shall relieve any party from to this Agreement of liability for a breach of any breach provision of this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Intersil Corp/De), Merger Agreement (Intersil Corp/De), Merger Agreement (Xicor Inc)

Effect of Termination. In the event of the termination --------------------- and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 6.2 and Sections 4.7(c4.8(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Appears in 3 contracts

Samples: Merger Agreement (Quickturn Design Systems Inc), Preferred Shares Rights Agreement (Quickturn Design Systems Inc), Merger Agreement (Quickturn Design Systems Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.15.1, this Agreement shall forthwith become void terminate, and have no effect, without any liability on the part of any party hereto further force or its affiliates, directors, officers or stockholders, other than the provisions of effect (except for this Section 6.2 and Sections 4.7(c5.2) and 6.3 hereofthe transactions contemplated hereby shall be abandoned without further action by the parties. Nothing contained in this Section 6.2 Except as otherwise provided herein, any such termination shall not, however, relieve any party from of any liability for any breach of any covenant or obligation under this Agreement.

Appears in 3 contracts

Samples: Warrant Purchase Agreement (Viseon Inc), Stock Purchase Agreement (Rsi Systems Inc/Mn), Stock Purchase Agreement (Digital Investors LLC)

Effect of Termination. In the event of the termination and abandonment of If this Agreement pursuant to is terminated as provided in Section 6.17.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or party, its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 7.2, Section 4.3 relating to expenses and Sections 4.7(c) Section 4.7 relating to publicity and 6.3 hereofconfidentiality to the extent provided therein. Nothing contained in this Section 6.2 7.2 shall relieve any party from liability for any breach of this AgreementAgreement occurring before such termination.

Appears in 3 contracts

Samples: Asset and Share Purchase Agreement (Thermoquest Corp \De\), Share Purchase Agreement (Thermo Bioanalysis Corp /De), Share Purchase Agreement (Thermo Optek Corp)

Effect of Termination. In the event evxxx of the termination and abandonment of this Agreement pursuant to Section 6.15.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliatestrustees, partners, beneficiaries, directors, officers officers, stockholders or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreementaffiliates.

Appears in 3 contracts

Samples: Voting Agreement (Urs Corp /New/), Voting Agreement (Urs Corp /New/), Voting Agreement (Urs Corp /New/)

Effect of Termination. In the event of the --------------------- termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 6.2 and Sections 4.7(c) 4.8(c), 6.3, 7.5, 7.8, 7.10 and 6.3 7.13 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Cuc International Inc /De/), Merger Agreement (Cuc International Inc /De/)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.17.1, this Agreement (other than with respect to Section 5.2, Section 7.2 and Article X, which shall forthwith continue in effect) shall thereafter become void and have no effect, without any liability on the part of any party hereto or its affiliatesAffiliates or Representatives in respect thereof, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall except that nothing herein will relieve any party from liability for any breach of this AgreementAgreement or any other Transaction Document.

Appears in 2 contracts

Samples: Stock Purchase Agreement (ORBCOMM Inc.), Stock Purchase Agreement (ORBCOMM Inc.)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliatesAffiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 Article 7 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Appears in 2 contracts

Samples: Contribution Agreement (Diamondback Energy, Inc.), Contribution Agreement (Gulfport Energy Corp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.19.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c6.01(b) and 6.3 hereof6.02(b). Nothing contained in this Section 6.2 9.02 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Acquisition Agreement (Commercetel Corp), Acquisition Agreement (Commercetel Corp)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated pursuant to Section 6.16.01, this Agreement shall forthwith will become void and have of no effect, without any effect with no liability on the part of any party hereto or its affiliates, respective directors, officers or stockholdersshareholders, other than except that the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing agreements contained in this Section 6.2 6.03 shall survive the termination hereof, and except further that nothing herein shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Apache Medical Systems Inc), Merger Agreement (Apache Medical Systems Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.16.1 or 6.2, this Agreement (except for Sections 6.1(e), 6.3, 6.4 and 7) shall forthwith become void and cease to have no effect, any force or effect without any liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained ; provided however that nothing in this Section 6.2 6.4 shall relieve any party from to this Agreement of liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Support Agreement (Louisiana Pacific Corp), Support Agreement (Louisiana Pacific Corp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Guardian 8 Holdings), Merger Agreement (Global Risk Management & Investigative Solutions)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become became void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers owners or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. hereof Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Share Exchange Agreement (Moranzo Inc), Share Exchange Agreement (Xpedian Inc)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated and the Merger is abandoned pursuant to Section 6.17.01, this Agreement Agreement, except for the provisions of Sections 5.03(b), 7.02, 7.03 and Article VIII, shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 7.02 shall relieve any party from to this Agreement of liability for any willful breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (3m Co), Merger Agreement (Cuno Inc)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated pursuant to Section 6.16.1 above, this Agreement shall forthwith become void and have no effect, without any liability under this Agreement on the part of any party hereto or its affiliates, directors, officers or stockholders. Notwithstanding the foregoing, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained nothing in this Section 6.2 shall relieve any party from to this Agreement of liability for a breach of any breach provision of this Agreement.

Appears in 2 contracts

Samples: Separation Agreement (Echostar Communications Corp), Separation Agreement (General Motors Corp)

Effect of Termination. In the event of the termination and abandonment of If this Agreement pursuant to is terminated as described in this Section 6.15, this Agreement shall forthwith become void and have of no further force or effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than except that the provisions of Section 4 shall survive any termination of this Section 6.2 and Sections 4.7(c) and 6.3 hereofAgreement. Nothing contained in this Section 6.2 5.2 shall relieve be deemed to release any party from any liability for any willful and material breach of such party of the terms and provisions of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dealertrack Technologies, Inc), Stock Purchase Agreement (Dealertrack Technologies, Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.15.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any party hereto or its affiliates, directorstheir respective shareholders, officers or stockholdersdirectors except as expressly provided herein, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 provided, however, that nothing herein shall relieve any party from liability for any breach of any provision of this AgreementAgreement that occurred on or before the date of such termination.

Appears in 2 contracts

Samples: Support Agreement (Falconbridge LTD \Can\), Support Agreement (Noranda Inc)

AutoNDA by SimpleDocs

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1without breach by any party hereto, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereofshareholders. Nothing contained in this Section 6.2 shall relieve any party from hereto of any liability for any a breach of this Agreement.

Appears in 2 contracts

Samples: Exchange Agreement (Mannatech Inc), Exchange Agreement (Mannatech Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to the provisions of Section 6.1, this Agreement shall forthwith become void and have no further effect, without any liability to any Person in respect hereof or of the transactions contemplated hereby on the part of any party hereto hereto, or any of its affiliates, directors, officers officers, employees, agents, consultants, representatives, advisers, stockholders or stockholdersAffiliates, other than the provisions of this except as specified in Section 6.2 4.8 and Sections 4.7(c) Section 9.1, and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability except for any liability resulting from any party's willful breach of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Helix Technology Corp), Stock Purchase Agreement (Intermagnetics General Corp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any party hereto or any of its affiliates, directors, officers or stockholdersstockholders except (i) as set forth in Section 6.3 and Section 7.1 hereof, other than the provisions of this Section 6.2 and Sections 4.7(c(ii) and 6.3 hereof. Nothing contained in this Section 6.2 nothing herein shall relieve any party from liability for any breach of this Agreementhereof.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Qwest Communications International Inc), Preferred Stock Purchase Agreement (Advanced Radio Telecom Corp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.16.2, this Agreement shall forthwith become be void and have no effect, without any with no liability on the part of any party either Party hereto or its affiliatesAffiliates, directors, officers or stockholdersshareholders to the other Party, other than the provisions of this Section 6.2 except that no such termination and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 abandonment shall relieve any party Party hereto from liability for (i) any damages resulting from any fraud or willful breach of this AgreementAgreement prior to or in connection with such termination and abandonment. Section 5.1, Section 6.4, and Section 7.1 shall survive any termination and abandonment of this Agreement pursuant to Section 6.2.

Appears in 2 contracts

Samples: Share Purchase Agreement (Camtek LTD), Share Purchase Agreement (Camtek LTD)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) 4.8(c), 6.3 and 6.3 7.10 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Snyder Communications Inc), Merger Agreement (American List Corp)

Effect of Termination. In the event of the --------------------- termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto hereto, or any of its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 6.2 and Sections 4.7(c4.5(c) and 6.3 and all of Article 7 with the exception of Sections 7.8 and Section 7.10 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Appears in 2 contracts

Samples: Merger Agreement (Hall Kinion & Associates Inc), Merger Agreement (Kforce Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.17.01 hereof, this Agreement Agreement, except for the provisions of Section 5.05 and Section 9.09, shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereofshareholders. Nothing contained in this Section 6.2 7.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Platinum Energy Resources Inc), Merger Agreement (Platinum Energy Resources Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.17.1 hereof, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of any either party hereto or its affiliatesAffiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 Article IX and Sections 4.7(c5.2(b) and 6.3 7.2 hereof. Nothing ; provided, however, that nothing contained in this Section 6.2 7.2 shall relieve any either party to this Agreement from liability to the other party for any breach of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Entremed Inc), Asset Purchase Agreement (Celgene Corp /De/)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.16.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 6.2 6.02 and Sections 4.7(c4.08(b) and 6.3 6.03 hereof. Nothing contained in this Section 6.2 6.02 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Interactive Pictures Corp), Merger Agreement (Bamboo Com Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement by either Valley or Merchants pursuant to Section 6.17.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliatesofficers, directors, officers directors or stockholders, other than the provisions of this Section 6.2 and except that Sections 4.7(c5.5(b) and 6.3 hereof8.1 hereof shall have continuing effect as set forth therein. Nothing contained in this Section 6.2 herein, however, shall relieve any party from any liability for any willful breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Merchants New York Bancorp Inc), Merger Agreement (Valley National Bancorp)

Effect of Termination. In the event of the termination and abandonment of this Agreement by either HUBCO or CFHC pursuant to Section 6.17.1, this Agreement (other than Section 5.5(b), the penultimate sentence of Section 5.6(h), this Section 7.2 and Section 8.1) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliatesofficers, directors, officers directors or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereofshareholders. Nothing contained in this Section 6.2 herein, however, shall relieve any party from any liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Community Financial Holding Corporation), Merger Agreement (Hubco Inc)

Effect of Termination. In the event of the termination and abandonment of Except as otherwise provided in this Agreement, if this Agreement is terminated pursuant to Section 6.17.01 hereof, this Agreement shall forthwith become void (other than Section 5.02(a) and have (d) and Section 8.01 hereof, which shall remain in full force and effect), and there shall be no effect, without any further liability on the part of Sound Federal Bancorp or PFC to the other, except that no party shall be relieved or released from any party hereto liabilities or damages arising out of its affiliates, directors, officers or stockholders, other than the provisions willful breach of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach provision of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Sound Federal Bancorp), Merger Agreement (Peekskill Financial Corp)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated pursuant to Section 6.16.1 above, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers officers, employees or stockholders. Notwithstanding the foregoing, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained nothing in this Section 6.2 shall relieve any party from to this Agreement of liability for any a breach of any provision of this Agreement or invalidate the provisions of the Confidentiality Agreement (as defined in the Stock Purchase Agreement).

Appears in 2 contracts

Samples: Separation Agreement (General Motors Corp), Separation Agreement (News Corp LTD)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c4.8(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Computer Sciences Corp), Merger Agreement (Nichols Research Corp /Al/)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated pursuant to Section SECTION 6.1, this Agreement shall forthwith become void and have of no effect, without any effect with no liability on the part of any party hereto or its affiliateshereto, directors, officers or stockholders, other than except with respect to SECTION 4.4 and SECTION 6.3 and the confidentiality provisions of this Section 6.2 set forth in SECTION 4.10 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall except that nothing herein will relieve any party from any liability for any prior breach of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (J Net Enterprises Inc), Stock Purchase Agreement (J Net Enterprises Inc)

Effect of Termination. In the event of the a termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability hereunder on the part of the any party hereto Seller or its affiliates, directors, the Purchaser or their respective officers or stockholdersdirectors; provided, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing however, that nothing contained in this Section 6.2 shall relieve any party from any liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rellance Security Group PLC), Stock Purchase Agreement (Sands Steven B)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereofSection 4.6(b). Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Carr Gottstein Foods Co), Merger Agreement (Safeway Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.18.1 hereof, this Agreement (except for Section 6.2(b), Section 6.6(a), Section 8.4 and Article X) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliatesAffiliates; provided, directorshowever, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing that nothing contained in this Section 6.2 8.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Master Agreement of Purchase and Sale (TRW Inc), Master Agreement of Purchase and Sale (Goodrich Corp)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated by either Issuer or Holder pursuant to Section 6.15.1, this Agreement shall will forthwith become void void, and have there will be no effect, without any liability further obligations with respect to the transactions contemplated by this Agreement on the part of any party hereto Issuer or its affiliatesHolder or their respective stockholders, directors, officers officers, employees, agents or stockholdersrepresentatives; provided, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained however, that nothing in this Section 6.2 shall 5.2 will relieve any party hereunder from liability for any breach of this Agreement; provided further, that this Section 5.2 and Article VI of this Agreement will survive any termination of this Agreement.

Appears in 2 contracts

Samples: Exchange Agreement (Access to Money, Inc.), Exchange Agreement (Access to Money, Inc.)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1Sections 6.1(a) or (b), this Agreement shall forthwith become void and have of no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Gti Corp), Merger Agreement (Technitrol Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Agreement, as provided in Section 6.15.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party hereto or its affiliates, directors, officers or stockholdersthe parties hereto, other than the provisions of this Section 6.2 5.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this AgreementArticle 6.

Appears in 2 contracts

Samples: Assignment, Assumption and Amendment Agreement (Bank of America Corp /De/), Assignment, Assumption and Amendment Agreement (Bank of America Corp /De/)

Effect of Termination. In the event of the termination and abandonment of If this Agreement pursuant to is terminated by the parties in accordance with Section 6.16.1 hereof, this Agreement shall forthwith become void and have of no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.further force

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (HC2 Holdings, Inc.)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.16.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this the Confidentiality Agreement and Section 6.2 and Sections 4.7(c) and 6.3 8.11 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Omnicare Inc), Asset Purchase Agreement (Extendicare Health Services Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to the provisions of Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability to any Person in respect hereof or of the purchase and sale of Shares contemplated hereby on the part of any party hereto hereto, or any of its affiliates, directors, officers officers, representatives, stockholders or stockholdersAffiliates, other than the provisions of this Section 6.2 except as specified in Sections 4.1, 4.2 and Sections 4.7(c) 8.1 and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability except for any liability resulting from such party’s breach of this AgreementAgreement prior thereto.

Appears in 2 contracts

Samples: Secondary Share Purchase Agreement (Yahoo Inc), Secondary Share Purchase Agreement (Yahoo Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.15.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdershereto, other than the provisions of this Section 6.2 Sections 3.6, 3.9(b), 5.2, 5.3 and Sections 4.7(c) and 6.3 hereof6.1, which shall survive any such termination. Nothing contained in this Section 6.2 5.2 shall relieve any party from liability for any willful breach of this Agreement.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Provident National Assurance Co Separate Account B), Common Stock Purchase Agreement (Zurich Insurance Co)

Effect of Termination. In the event of the termination and abandonment of this Agreement by either HUBCO or IBSF pursuant to Section 6.17.1, this Agreement (other than Section 5.5(b), the penultimate sentence of Section 5.6(h), this Section 7.2 and Section 8.1) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliatesofficers, directors, officers directors or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereofshareholders. Nothing contained in this Section 6.2 herein, however, shall relieve any party from any liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Hubco Inc), Merger Agreement (Ibs Financial Corp)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated pursuant to Section 6.16.01 hereof, this Agreement shall forthwith become void (other than Section 4.02(d), Section 4.11(b)(ii) and have Section 7.01 hereof, which shall remain in full force and effect), and there shall be no effect, without any further liability hereunder on the part of Franklin or Xxxxxx to the other, except for any party hereto liability arising out of any uncured willful breach of any covenant or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing agreement contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Franklin Financial Services Corp /Pa/), Merger Agreement (Fulton Bancshares Corp)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is terminated pursuant to Section 6.16.01, this Agreement shall forthwith will become void and have of no effect, without any effect with no liability on the part of any party hereto or its affiliates, respective directors, officers or stockholdersshareholders, other than except that the provisions of this agreements contained in Section 6.2 and Sections 4.7(c) and 6.3 6.03 will survive the termination hereof. Nothing contained in this Section 6.2 herein shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Aros Corp), Merger Agreement (Aros Corp)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to in accordance with Section 6.16.1 hereof, this Agreement shall forthwith thereafter become void and have no effect, without and no party hereto shall have any liability on to the part of any other party hereto or its affiliatestheir respective Affiliates, directors, officers or stockholdersemployees, other than except for the provisions obligations of the parties hereto contained in this Section 6.2 and Sections 4.7(c) 4.2 and 6.3 4.3 hereof. Nothing contained in this Section 6.2 shall , and except that nothing herein will relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ward North America Holding Inc), Securities Purchase Agreement (Anchor Pacific Underwriters Inc)

Effect of Termination. In the event of the termination and abandonment of If this Agreement is validly terminated pursuant to Section 6.16.01, this Agreement shall will forthwith become void null and void, and have no further effect, without any liability on the part of any party hereto or its affiliatesAffiliates, directors, officers managers, officers, stockholders, partners or stockholdersmembers, other than the provisions of this Section 6.2 6.02 and Sections 4.7(c) and 6.3 Article VII hereof. Nothing contained in this Section 6.2 6.02 shall relieve any party from liability for any breach of this AgreementAgreement occurring prior to termination.

Appears in 2 contracts

Samples: Contribution Agreement (CorEnergy Infrastructure Trust, Inc.), Contribution Agreement (CorEnergy Infrastructure Trust, Inc.)

Effect of Termination. In the event of the termination and abandonment of this Agreement by either HUBCO or LFB pursuant to Section 6.17.1, this Agreement (other than Section 5.5(b), the penultimate sentence of Section 5.6(h), this Section 7.2 and Section 8.1) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliatesofficers, directors, officers directors or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereofshareholders. Nothing contained in this Section 6.2 herein, however, shall relieve any party from any liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Little Falls Bancorp Inc), Merger Agreement (Hubco Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.17.1, this Agreement (other than the provisions of this Section 7.2, and Sections 5.6(c), 5.9 and 7.3 and Article 8) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing provided, however, that nothing contained in this Section 6.2 7.2 shall relieve any party from liability for any willful or intentional breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Zurn Industries Inc), Merger Agreement (Us Industries Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 6.2 and Sections 4.7(c) 2.6, 3.6, 6.3 and 6.3 hereofArticle VII which shall remain in full force and effect and survive any termination of this Agreement. Nothing contained in this Section 6.2 shall relieve any party from liability for any willful breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (FBR Asset Investment Corp/Va), Merger Agreement (Friedman Billings Ramsey Group Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.16.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section Sections 4.7, 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement7.

Appears in 2 contracts

Samples: Merger Agreement (Ldi LTD), Merger Agreement (Finishmaster Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void terminate and have be of no further force or effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 6.2 and Sections 4.7(c4.6(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Rapidtron Inc), Merger Agreement (Rapidtron Inc)

Effect of Termination. In the event of Upon the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c4.8(c) and 6.3 hereof. Nothing contained in this 6.3, and all of Article 7 except for Section 6.2 shall relieve any party from liability for any breach of this Agreement7.

Appears in 2 contracts

Samples: Merger Agreement (Simplex Solutions Inc), Merger Agreement (Cadence Design Systems Inc)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

Appears in 2 contracts

Samples: Acquisition Agreement (Millennium Plastics Corp), Acquisition Agreement (Mega Micro Technologies Group)

Effect of Termination. In the event of the termination and abandonment of this Agreement or abandonment of the Merger pursuant to Section 6.17.1 above, this Agreement shall forthwith become void and have no effect, without any effect and there shall be no liability on the part of any party hereto or its affiliatesAffiliates, directors, officers or stockholders, other than stockholders except that the provisions of this Section 6.2 7.2 and Sections 4.7(c) 5.3, 5.5, 5.6, 7.3 and 6.3 hereof. Nothing contained Article X shall continue in this Section 6.2 shall relieve any party from liability for any breach of this Agreementfull force and effect.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Neurobiological Technologies Inc /Ca/)

Effect of Termination. In the event of the termination --------------------- and abandonment of this Agreement pursuant to Section 6.17.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 6.2 7.2 and Sections 4.7(c5.7(c) and 6.3 hereof7.3. Nothing contained in this Section 6.2 7.2 shall relieve any party from liability for any breach of any covenant in this AgreementAgreement prior to such termination.

Appears in 1 contract

Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!