Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except: (a) as set forth in this Article IX and Section 5.06 and Article X hereof; and (b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 13 contracts
Samples: Membership Interest Purchase Agreement (1606 Corp.), Membership Interest Purchase Agreement (1606 Corp.), Share Purchase Agreement (Fast Track Solutions, Inc.)
Effect of Termination. (a) In the event of the termination of this Agreement in accordance with pursuant to this ArticleArticle VIII, no Party (or any of its directors or officers) shall have any liability or further obligation under this Agreement shall forthwith become void and there shall be no liability on the part of to any party hereto except:
(a) other Party, except as set forth provided in this Article IX Section 8.5 and Section 5.06 and Article X hereof; and
(b) except that nothing herein shall relieve any party hereto Party from liability for any willful breach of any provision hereofthis Agreement.
Appears in 10 contracts
Samples: Merger Agreement (BSD Software Inc), Merger Agreement (Neomedia Technologies Inc), Merger Agreement (Neomedia Technologies Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 5.05 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party Party hereto from liability for any willful breach of any provision hereof.
Appears in 9 contracts
Samples: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.), Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.), Share Exchange Agreement (Impact Biomedical Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) a Party except that nothing herein shall relieve any party hereto Party from liability for any willful breach of any provision hereofof this Agreement.
Appears in 9 contracts
Samples: Membership Interest Purchase Agreement (La Rosa Holdings Corp.), Membership Interest Purchase Agreement (La Rosa Holdings Corp.), Membership Interest Purchase Agreement (La Rosa Holdings Corp.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 7 contracts
Samples: Stock Purchase Agreement (LifeMD, Inc.), Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.), Limited Liability Company Interest Purchase Agreement (HomeSmart Holdings, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 7 contracts
Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc), Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Smart Sand, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) Party except that nothing herein shall relieve any party hereto Party from liability for any willful breach of any provision hereofof this Agreement.
Appears in 6 contracts
Samples: Stock Purchase Agreement (La Rosa Holdings Corp.), Membership Interest Purchase Agreement (La Rosa Holdings Corp.), Membership Interest Purchase Agreement (La Rosa Holdings Corp.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 6.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Sg Blocks, Inc.), Asset Purchase Agreement (Home Bancshares Inc), Asset Purchase Agreement (Avant Diagnostics, Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 X and Article X XI hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 6 contracts
Samples: Merger Agreement (MassRoots, Inc.), Merger Agreement (MassRoots, Inc.), Merger Agreement (MassRoots, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with pursuant to this ArticleArticle X, this Agreement shall forthwith thereafter become void and there have no effect, and no party hereto shall have any liability or obligation to any other party hereto in respect of this Agreement, except that the provisions of Article XI, this Section X.E and Section X.F shall survive any such termination; provided, however, that no party shall be no released from any liability on hereunder if this Agreement is terminated and the part transactions contemplated hereby abandoned by reason of (i) willful failure of such party to perform its obligations hereunder or (ii) any misrepresentation made by such party of any party hereto except:
(a) as matter set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereofherein.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Ifs International Holdings Inc), Securities Purchase Agreement (Wareforce Com Inc), Securities Purchase Agreement (Storage Computer Corp)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 and Article ARTICLE X hereof; and;
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 5 contracts
Samples: Merger Agreement (Fdctech, Inc.), Merger Agreement (Solar Integrated Roofing Corp.), Merger Agreement (Solar Integrated Roofing Corp.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except:
(a) as set forth in this Article IX and IX, Section 5.06 5.2(b) and Article X hereof; and
(b) that nothing herein shall relieve any party Party hereto from liability for any willful breach of any provision hereof.
Appears in 5 contracts
Samples: Merger Agreement (AIRO Group, Inc.), Merger Agreement (AIRO Group, Inc.), Merger Agreement (AIRO Group, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle IX, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and IX, Section 5.06 5.02(b) and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Aspen Group, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 6.06 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.), Asset Purchase Agreement (Crown Electrokinetics Corp.), Asset Purchase Agreement (LZG International, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Stem, Inc.), Merger Agreement (Corelogic, Inc.), Asset Purchase Agreement (Gulf Island Fabrication Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle IX, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) except as set forth in this Article IX and IX, Section 5.06 5.06, and Article X hereof; and
(b) and that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and IX, Section 5.06 5.02(b) and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 4 contracts
Samples: Merger Agreement (Item 9 Labs Corp.), Merger Agreement (SRAX, Inc.), Merger Agreement (OptimizeRx Corp)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
: (a) as set forth in this Article IX and Section 5.06 and Article X 6.7 hereof; and
and (b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Chanticleer Holdings, Inc.), Asset Purchase Agreement (Chanticleer Holdings, Inc.), Asset Purchase Agreement (Chanticleer Holdings, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 6.05 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 4 contracts
Samples: Equity Purchase Agreement (CalAmp Corp.), Asset Purchase Agreement (Xenetic Biosciences, Inc.), Asset Purchase Agreement (Micronet Enertec Technologies, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with under this ArticleSection 5.2, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) except that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereofof this Agreement.
Appears in 3 contracts
Samples: Share Purchase Agreement (Cellular Biomedicine Group, Inc.), Share Purchase Agreement (Cellular Biomedicine Group, Inc.), Shares Purchase Agreement (Cellular Biomedicine Group, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX X and Section 5.06 6.06 and Article X XI hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become be void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 X and Article X hereof; andXI;
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereofmisconduct or fraud with scienter.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Cumberland Pharmaceuticals Inc), Asset Purchase Agreement (Theravance Biopharma, Inc.), Asset Purchase Agreement (Cumberland Pharmaceuticals Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle 6, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX 6 (Termination), and Section 5.06 5.7 (Confidentiality) and Article X 10 (Miscellaneous) hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 3 contracts
Samples: Merger Agreement (Aytu Bioscience, Inc), Merger Agreement (Aytu Bioscience, Inc), Merger Agreement (AtriCure, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle 9, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(ai) as set forth in this Article IX 9 and Section 5.06 5.3 and Article X 10 hereof; and
(bj) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 3 contracts
Samples: Stock Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 6.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP), Asset Purchase Agreement (Sprague Resources LP)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX ARTICLE VIII and Section 5.06 5.08 and Article X ARTICLE IX hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 3 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void be of no further force or effect and there shall be no liability Liability on the part of any party hereto except:
(a) for the duties, covenants and obligations that are expressly provided herein to survive the termination of this Agreement;
(b) as set forth in this Article IX VII and Section 5.06 and Article X 3.4 hereof; and
(bc) that nothing herein shall relieve any party hereto from liability Liability for any willful breach of any provision hereof.
Appears in 3 contracts
Samples: Stock Purchase Agreement (EVO Transportation & Energy Services, Inc.), Merger Agreement (EVO Transportation & Energy Services, Inc.), Acquisition Option Agreement (EVO Transportation & Energy Services, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 5.05 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 3 contracts
Samples: Stock Purchase Agreement (American International Holdings Corp.), Stock Purchase Agreement (Cosmos Health Inc.), Stock Purchase Agreement (Cosmos Holdings Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and IX, Section 5.06 6.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (General Finance CORP)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) a Party except that nothing herein shall relieve any party hereto Party from liability for any willful breach of any provision hereofof this Agreement.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (La Rosa Holdings Corp.), Membership Interest Purchase Agreement (La Rosa Holdings Corp.), Membership Interest Purchase Agreement (La Rosa Holdings Corp.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as for the terms and provisions set forth in this Article IX and VIII, Section 5.06 5.02(b) and Article X hereofIX, all of which shall survive any termination of this Agreement; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereofcovenant or agreement contained in this Agreement (prior to termination of this Agreement) or for Fraud.
Appears in 3 contracts
Samples: Merger Agreement (Verano Holdings Corp.), Merger Agreement (Verano Holdings Corp.), Merger Agreement
Effect of Termination. In the event of the termination of this Agreement as provided in accordance with this ArticleArticle V, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereofparty; and
(b) provided that nothing herein shall relieve any party hereto from any liability for or obligation with respect to any willful breach of any provision hereofthis Agreement.
Appears in 3 contracts
Samples: Purchase Agreement (Enstar Group LTD), Purchase Agreement (Enstar Group LTD), Purchase Agreement (Enstar Group LTD)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
except (a) as set forth in Section 5.2(b), this Article IX and Section 5.06 Article X, and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Quality Systems, Inc)
Effect of Termination. In the event of the termination of If this Agreement is terminated in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall will forthwith become void and there shall will be no liability on the part of any party hereto except:
(a) Party except as set forth in this Article IX and Section 5.06 5.07 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Gas Natural Inc.), Stock Purchase Agreement (Gas Natural Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and XI or Article X hereofXII; and
(b) that nothing herein shall relieve any party hereto from liability for any fraud, intentional misrepresentation or willful breach of any provision hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Urban-Gro, Inc.), Stock Purchase Agreement (Urban-Gro, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX X and Section 5.06 6.16 and Article X XI hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach or material breach of any provision hereof, or for fraud or criminal misconduct.
Appears in 2 contracts
Samples: Share Purchase Agreement (Xenetic Biosciences, Inc.), Share Purchase Agreement (Xenetic Biosciences, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 VII and Article X VIII hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Bio Medica Corp), Stock Purchase Agreement (Ecomat Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle IX, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 6.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleSection 6.4, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 5.4 (No Negotiation), this Section 6.4 (Effect of Termination”), Section 9.2 (Covenant of Confidentiality), and Article X XI (Miscellaneous) hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (AMEDICA Corp), Asset Purchase Agreement (AMEDICA Corp)
Effect of Termination. In the event of the termination --------------------- of this Agreement in accordance with and the abandonment of the transactions contemplated hereby pursuant to this ArticleArticle VI, this Agreement shall forthwith thereafter become void and there shall be have no liability on the part of any effect, and no party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) shall have any liability to any other party hereto, except that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereofthis Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Banctec Inc), Securities Purchase Agreement (Banctec Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and X, Section 5.06 6.02(b) and Article X XI hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Asure Software Inc), Agreement and Plan of Merger (Lime Energy Co.)
Effect of Termination. In the event of the termination of this Agreement as provided in accordance with this ArticleArticle V, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereofeither party; and
(b) provided that nothing herein shall relieve either party from any party hereto from liability for or obligation with respect to any willful breach of any provision hereofthis Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Enstar Group LTD), Purchase Agreement (Enstar Group LTD)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party Party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Concierge Technologies Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle IX, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereofSections 10.2 through 10.12; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Paltalk, Inc.), Asset Purchase Agreement (PeerStream, Inc.)
Effect of Termination. In the event of the termination of If this Agreement in accordance with is terminated pursuant to this ArticleArticle XII, this Agreement shall forthwith will immediately become void and there shall will be no liability on the part of any party Party hereto except:
(a) as set forth in this Article IX and XII, Section 5.06 9.11, Section 9.12 and Article X hereofXIII; and
(b) that nothing herein shall in this Agreement will relieve any party hereto Party from liability for any material and willful breach of any provision hereofof this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Schulman a Inc), Asset Purchase Agreement (Ferro Corp)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party except:
(a) as set forth in this Article IX Section 7, Section 5.4(b) and Section 5.06 and Article X hereof8; and
(b) that nothing herein shall relieve any party hereto Party from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Merger Agreement (Bluephoenix Solutions LTD), Merger Agreement (Bluephoenix Solutions LTD)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement and the Management Agreement shall forthwith become void and there shall be no liability herein or therein on the part of any party hereto or thereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Investment Agreement, Investment Agreement
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleAgreement, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except:
(a) as set forth in this Article IX XII and Section 5.06 4.08 and Article X XIII hereof; and
(b) that nothing herein shall relieve any party Party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (EV Energy Partners, LP), Membership Interest Purchase Agreement (EV Energy Partners, LP)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article Article VIII and Section 5.04 and Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ability Inc.), Stock Purchase Agreement (Ability Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle VIII, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX VIII, Section 2.5(b), and Section 5.06 and Article X 6.5 hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleAgreement, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 6.04 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Brewing Company, Inc.), Purchase Agreement (American Brewing Company, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and IX, Section 5.06 5.01 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for fraud or any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and ARTICLE IX, Section 5.06 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (reAlpha Tech Corp.), Stock Purchase Agreement (Security National Financial Corp)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle 10, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except:
(a) as set forth in this Article IX and Section 5.06 10 and Article X hereof11; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Titan Environmental Solutions Inc.), Equity Interest Purchase Agreement (Traqiq, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) except that nothing herein shall relieve any party Party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Point of Care Nano-Technology, Inc.), Asset Purchase Agreement (Marizyme Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE VIII and ARTICLE IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 2 contracts
Samples: Membership Interests Purchase Agreement (Cannapharmarx, Inc.), Investment Agreement (Venaxis, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX 7 and Section 5.06 6.10 and Article X 9 hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Oragenics Inc), Asset Purchase Agreement (Odyssey Health, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleARTICLE VIII, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in Section 6.09, Section 6.10, this Article IX ARTICLE VIII and Section 5.06 and Article X hereofARTICLE IX; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Adams Michael F), Asset Purchase Agreement (AdvanSource Biomaterials Corp)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX ARTICLE VIII and Section 5.06 and Article X ARTICLE IX hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Ecoark Holdings, Inc.), Securities Exchange Agreement (Humbl, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleAgreement, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 5.6 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth except that nothing in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein Agreement shall relieve any party hereto to this Agreement from liability for any willful breach of any provision hereofof this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Development Capital Group, Inc.), Membership Interest Purchase Agreement (Big Sky Productions, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleAgreement, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or its Representatives or Affiliates except:
(a) as set forth in this Article IX IX, Sections 5.07(h), and Section 5.06 5.11, and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CompuCredit Holdings Corp), Asset Purchase Agreement (Advance America, Cash Advance Centers, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 VIII and Article X IX hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach or material breach of any provision hereof, or for fraud or criminal misconduct.
Appears in 2 contracts
Samples: Assignment Agreement (Xenetic Biosciences, Inc.), Assignment Agreement (Xenetic Biosciences, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle 9, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof9; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Share Purchase Agreement (Odyssey Marine Exploration Inc), Share Purchase Agreement (Odyssey Marine Exploration Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX ARTICLE X and Section 5.06 7.05 and Article X hereof; andARTICLE XIII
(b) that nothing herein shall relieve any party hereto from liability Liability for any willful breach of any provision hereof.
Appears in 2 contracts
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 6.05 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party or Non-Party Affiliate except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto Party from liability for any intentional or willful breach of any provision hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with pursuant to this ArticleArticle V, this Agreement shall forthwith become void and there shall be no void, without liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) hereto, except that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereofthis Agreement.
Appears in 2 contracts
Samples: Securities Purchase and Exchange Agreement (Aurora Electronics Inc), Securities Purchase and Exchange Agreement (Cerplex Group Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle X, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX X and Section 5.06 6.7 and Article X XI hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Techne Corp /Mn/)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Merger Agreement (United Insurance Holdings Corp.), Merger Agreement (United Insurance Holdings Corp.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party Party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Intellectual Property Purchase Agreement (Airborne Wireless Network), Intellectual Property Purchase Agreement (Airborne Wireless Network)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleARTICLE IX, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX Section 5.06, ARTICLE IX, and Section 5.06 and Article X hereofARTICLE X; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Merger Agreement (Appliance Recycling Centers of America Inc /Mn), Merger Agreement (Appliance Recycling Centers of America Inc /Mn)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE VIII and ARTICLE IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereofhereof or actual fraud.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Splash Beverage Group, Inc.), Asset Purchase Agreement (OMNIQ Corp.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability Liability on the part of any party hereto except:
: (a) as set forth in Section 5.04, this Article IX ARTICLE 9 and Section 5.06 ARTICLE 10; and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability Liability for any willful breach of any provision hereof.. MISCELLANEOUS
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and of no further force and effect and there shall be no liability on the part of any party hereto except:
Party except (a) as set forth in this Article IX and VIII, Section 5.06 6.04 and Article X hereof; and
shall survive termination of this Agreement and (b) that nothing herein shall relieve any party hereto Party from liability for any willful intentional breach of any provision hereofhereof or for actual fraud (for which all applicable legal and equitable remedies shall remain available).
Appears in 2 contracts
Samples: Transaction Agreement, Transaction Agreement (Starbucks Corp)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and IX, Section 5.06 5.1 and Article X VII hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cerecor Inc.), Asset Purchase Agreement (Cerecor Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and IX, Section 5.06 5.9 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for fraud, intentional misrepresentation or any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Gb Sciences Inc), Membership Interest Purchase Agreement (Gb Sciences Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleARTICLE X, this Agreement shall forthwith become void (other than the provisions of Section 11.03, ARTICLE XI and there shall be no liability on the part of any party hereto except:
(athis ARTICLE X) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) provided that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.), Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 6.6 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve a defaulting or breaching party from any party hereto Liability resulting from liability for any willful default or breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Red Lion Hotels CORP)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 X and Article X XI hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful wilful breach of any provision hereof.
Appears in 2 contracts
Samples: Stock Contribution Agreement, Stock Contribution Agreement (Apricus Biosciences, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with under this ArticleSection 4.2, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) except that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereofof this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (Biolife Solutions Inc), Share Purchase Agreement (Biolife Solutions Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 5.05 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.), Membership Interest Purchase Agreement
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X 6.03 hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hudson Global, Inc.), Asset Purchase Agreement (Mastech Holdings, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX VIII and Section 5.06 5.03 and Article X IX hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (MamaMancini's Holdings, Inc.), Asset Purchase Agreement (MamaMancini's Holdings, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle IX, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party Party hereto from liability for any willful breach or material breach of any provision hereof, or for fraud or criminal misconduct.
Appears in 2 contracts
Samples: Assignment and Exchange Agreement (Adhera Therapeutics, Inc.), Assignment and Exchange Agreement (Biodexa Pharmaceuticals PLC)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX ARTICLE XI and Section 5.06 and Article X ARTICLE XII hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Travelzoo), Stock Purchase Agreement (Travelzoo)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle VII, this Agreement shall will forthwith become void and there shall will be no liability on the part of any party hereto except:
(a) except as set forth in this Article IX VII and Section 5.06 and Article X hereof; and
(b) except that nothing herein shall will relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Merger Agreement (Derma Sciences, Inc.), Merger Agreement (Derma Sciences, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 5.07 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Membership Interest Purchase Agreement
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX ARTICLE IX, Section 5.02(b) and Section 5.06 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Merger Agreement (Abeona Therapeutics Inc.), Merger Agreement (Abeona Therapeutics Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bio Key International Inc), Stock Purchase Agreement (Bio Key International Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cerecor Inc.), Asset Purchase Agreement (Aytu Bioscience, Inc)
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleArticle XII, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and XII, Section 5.06 8.05(b) and Article X XIII hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Business Combination Agreement (MedMen Enterprises, Inc.), Business Combination Agreement
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement no party shall forthwith become void and there shall be no have any liability on the part of to perform any party hereto agreement hereunder, except:
(a) as set forth in this Article IX and a. that the provisions of Section 5.06 5.3, Section 5.4, and Article X hereof9 shall survive termination of this Agreement; and
(b) b. that nothing herein shall relieve any party hereto from liability for any willful intentional breach of any provision hereof.
Appears in 1 contract
Samples: Master Transaction Agreement (PACIFIC GAS & ELECTRIC Co)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability Liability on the part of any party hereto except:
except (a) as set forth in this Article IX and VII, Section 5.06 4.8, Article VIII and Article X IX hereof; and
and (b) that nothing herein shall relieve any party hereto Party from liability Liability for any willful breach of any provision hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Vishay Precision Group, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX and IX, Section 5.06 6.04 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful knowing or willing breach of any provision hereofhereof and such breach was the proximate cause of the termination.
Appears in 1 contract
Effect of Termination. In the event of the termination of this Agreement in accordance with this ArticleARTICLE IX, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article IX ARTICLE IX, Section 5.02(b) and Section 5.06 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 1 contract
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
(a) as set forth in this Article ARTICLE IX and Section 5.06 and Article ARTICLE X hereof; and
(b) that nothing herein shall relieve any party hereto Party from liability for any willful wilful breach of any provision hereof.
Appears in 1 contract
Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:
: (a) as set forth in this Article IX and Section 5.06 Article X; and Article X hereof; and
(b) that nothing herein shall relieve any party hereto Party from liability Liability for any willful breach of any provision hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Post Holdings, Inc.)
Effect of Termination. In the event of the termination of this Agreement in accordance with this Articleas provided herein, this Agreement shall forthwith become void and there shall be in no liability on the part of any party hereto except:
except (ai) as set forth in this Article IX and Section 5.06 Section, and Article X hereof; and
V, Section 12.6 and (bii) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereofthis Agreement.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Canargo Energy Corp)
