Effect of Termination. Upon the termination and abandonment of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void and have no effect without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination.
Appears in 4 contracts
Samples: Acquisition Agreement and Option Agreement (Sutioc Enterprises, Inc), Acquisition Agreement and Option Agreement (Us Wireless Online Inc), Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void and have there shall be no effect without any liability or obligation on the part of any party hereto, or any of its respective affiliatesexcept with respect to Section 3.17, directorsSection 4.10, officers or stockholdersSection 6.4, other than the provisions of Section 6.8, this Section 7.2 8.2, Section 8.3 and Sections 5.6(d) and 7.3ARTICLE 9, and all of Article 8which shall survive such termination; provided, except for Section 8.10. Nothing contained in this Section 7.2 however, that nothing herein shall relieve or release any party from liability for any liabilities or damages arising out of fraud or its material and intentional breach of any provision of this Agreement prior to such terminationAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (National Holdings Corp), Agreement and Plan of Merger (Gilman Ciocia, Inc.), Agreement and Plan of Merger (Ophthalmic Imaging Systems)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.01, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 8.02, Section 8.03 and Sections 5.6(d) and 7.3the last sentence of Section 6.08, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 8.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationor the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jevic Transportation Inc), Agreement and Plan of Merger (Jevic Transportation Inc), Agreement and Plan of Merger (Yellow Corp)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to as provided in Section 7.17.17, this Agreement shall forthwith become void and have there shall be no effect without any liability or obligation on the part of any party hereto, the Company or any of its the Purchasers or their respective affiliatesofficers, directors, officers stockholders or stockholdersAffiliates; provided, other than however, that (i) the provisions of this Section 7.2 7 shall remain in full force and Sections 5.6(deffect and survive any termination of this Agreement and (ii) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 nothing herein shall relieve any party hereto from liability for in connection with any breach of this Agreement prior to such terminationparty’s representations, warranties or covenants contained herein.
Appears in 4 contracts
Samples: Convertible Notes Purchase Agreement (Uber Technologies, Inc), Convertible Notes Purchase Agreement (Uber Technologies, Inc), Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.01, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 8.02, Section 8.03 and Sections 5.6(d) and 7.3the last sentence of Section 6.02, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 8.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationor the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Metromail Corp), Agreement and Plan of Merger (BTR Acquisition Corp), Agreement and Plan of Merger (Exide Electronics Group Inc)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to by either ACE*COMM or i3 as provided in Section 7.18.1 hereof, this Agreement shall forthwith become void and have no effect without except (i) the last sentence of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions termination of this Section 7.2 and Sections 5.6(d) and 7.3Agreement, and all of Article 8, except for Section 8.10. Nothing (ii) notwithstanding anything to the contrary contained in this Section 7.2 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement prior to such terminationAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (I3 Mobile Inc), Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (I3 Mobile Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.16.1, this Agreement shall forthwith become void and have there shall be no effect without any liability on the part of any party hereto, hereto (or any stockholder, director, officer, partner, employee, agent, consultant or representative of its respective affiliates, directors, officers or stockholders, other than the provisions of such party) except as set forth in this Section 7.2 and Sections 5.6(d) and 7.36.2, and all of Article 8, except for Section 8.10. Nothing provided that nothing contained in this Section 7.2 Agreement shall relieve any party from liability for any willful breach of this Agreement prior to such terminationand 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: And Restated Purchase Agreement (McLeodusa Inc), Purchase Agreement (McLeodusa Inc), And Restated Purchase Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void and have no effect without any liability on the part of any party hereto, hereto or any of its respective affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 7.2 8.2 and the last sentence of Sections 5.5 and Sections 5.6(d) and 7.38.3, and all of Article 8, except for Section 8.109.1 through 9.12 hereof. Nothing contained in this Section 7.2 8.2 shall relieve any party from liability for any willful breach of this Agreement prior to such terminationAgreement.
Appears in 4 contracts
Samples: Plan and Agreement of Merger (Prism Financial Corp), Plan and Agreement of Merger (Royal Bank of Canada), Plan and Agreement of Merger (Prism Financial Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to in accordance with Section 7.111.1, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than except for the provisions obligations of the parties hereto as provided in Article 6, Sections 10.2 and 10.7 and this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination11.2.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Celestica Inc), Agreement for the Purchase and Sale (Tyco International LTD /Ber/), Asset Purchase Agreement (Tollgrade Communications Inc \Pa\)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.17.01, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.2 7.02 and Sections 5.6(d) and 7.3Section 7.03, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 7.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/), First Amended and Restated Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Big Flower Holdings Inc/)
Effect of Termination. Upon the termination and abandonment of Except as otherwise provided in this Agreement, if this Agreement is terminated pursuant to Section 7.17.01 hereof, this Agreement shall forthwith become void (other than Section 5.02 and have 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 Xxxxxx Bancorp or Innes Street to the other, except that no party shall be relieved or released from any party hereto, liabilities or any damages arising out of its respective affiliates, directors, officers or stockholders, other than the provisions willful breach of any provision of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Innes Street Financial Corp), Agreement and Plan of Merger (Innes Street Financial Corp), Agreement and Plan of Merger (Innes Street Financial Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void and have no effect effect, without any liability 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 7.2 8.2 and Sections 5.6(d) 6.3(b), 6.14, 8.3, 9.3 and 7.3, and all of Article 8, except for Section 8.109.11 hereof. Nothing contained in this Section 7.2 8.2 shall relieve any party from liability Liability for any breach of this Agreement prior to such termination.Agreement. SECTION 8.3
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Conformed Copy Agreement and Plan of Merger (Lockheed Martin Corp), Conformed Copy Agreement and Plan of Merger (Loral Corp /Ny/)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1 above, this Agreement shall forthwith become void and have no effect without any liability on the part of any party hereto, hereto or any of its respective affiliatesAffiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 7.2 8.2 and Sections 5.6(d) and 7.36.2, 6.5, 8.3, 10.7, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination10.10.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Crdentia Corp), Agreement and Plan of Reorganization (Brenex Oil Corp), Agreement and Plan of Reorganization (Formula Footwear Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of the last sentence of Section 6.3 and the provisions of this Section 7.2 8.2 and Sections 5.6(d) Section 8.3 and 7.3, and all the applicable provisions of Article 8Nine, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 8.2 shall relieve any party from liability for any willful breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Sybron Dental Specialties Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.1, 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 effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers officers, shareholders or stockholders. Notwithstanding the foregoing, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained nothing in this Section 7.2 shall relieve any party from to this Agreement of liability for any a breach of any provision of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Xicor Inc)
Effect of Termination. Upon the termination and abandonment of If this Agreement pursuant to is terminated as provided in Section 7.1, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party heretoparty, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 7.2, Section 4.3 relating to expenses and Sections 5.6(d) Section 4.7 relating to publicity and 7.3, and all of Article 8, except for Section 8.10confidentiality to the extent provided therein. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to occurring before such termination.
Appears in 3 contracts
Samples: Asset and Share Purchase Agreement (Thermoquest Corp \De\), Share Purchase Agreement (Thermo Optek Corp), Share Purchase Agreement (Thermo Bioanalysis Corp /De)
Effect of Termination. Upon the termination and abandonment of If this Agreement is terminated and the Merger is abandoned pursuant to Section 7.18.01 hereof, this Agreement Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX hereof and the Confidentiality Agreement, shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 8.02 shall relieve any party from to this Agreement of liability for any willful breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (National Discount Brokers Group Inc)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void terminate (except for the Confidentiality Agreement and have no effect the provisions of Section 7.3, and Sections 8.2 through 8.15), without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this stockholders except as set forth in Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rent a Center Inc De), Agreement and Plan of Merger (Rent Way Inc), Agreement and Plan of Merger (Ace Cash Express Inc/Tx)
Effect of Termination. Upon In the event of the --------------------- termination and abandonment of this Agreement pursuant to Section 7.19.1, this Agreement shall forthwith become void and have no effect without any liability on the part of any party hereto, hereto or any of its respective affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 7.2 9.2 and Sections 5.6(d) and 7.35.5, 9.3, and all of Article 8, except for Section 8.1010.1 through 10.11 hereof. Nothing contained in this Section 7.2 9.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Merger Agreement (Mi Subsidiary I Inc), Merger Agreement (Marriott International Inc /Md/), Merger Agreement (Execustay Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to under Section 7.1, 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, hereto or any of its respective affiliates, directors, officers or stockholders, other than members, directors or officers in respect thereof; provided that the provisions of this Section 7.2 Article VIII, Sections 4.7, 5.10, 5.11, 7.3 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve remain in full force and effect and survive any party from liability for any breach termination of this Agreement prior to until the expiration of such terminationprovisions in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan (G&l Realty Corp), Agreement and Plan of Merger (G & L Tender LLC), Agreement and Plan (Gottlieb Daniel M)
Effect of Termination. Upon In the event of the termination and --------------------- abandonment of this Agreement pursuant to Section 7.18.01 hereof, 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 7.2 8.02 and Sections 5.6(d6.02(b) and 7.3, and all of Article 8, except for Section 8.108.03. Nothing contained in this Section 7.2 8.02 shall relieve any party from liability for any willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tie Acquisition Co), Agreement and Plan of Merger (Marmon Holdings Inc), Agreement and Plan of Merger (Pritzker Family Philanthropic Fund)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1 hereof, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliatesmembers, directors, officers or stockholdersshareholders, other than the provisions of this Section 7.2 Sections 6.3, 8.2, 9.1, 10.1 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.1010.8. Nothing contained in this Section 7.2 8.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Compass Bancshares Inc), Agreement and Plan of Merger (Compass Bancshares Inc), Agreement and Plan of Merger (Compass Bancshares Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void void, and have there shall be no effect without any liability on the part of any party hereto, hereto or any of its respective affiliates, directors, officers or stockholdersshareholders; provided, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3however, and all of Article 8, except for Section 8.10. Nothing contained that nothing in this Section 7.2 8.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationor for fees and expenses as set forth in Section 8.3, and that this Section 8.2 and Section 8.3 shall survive indefinitely any termination of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westcorp /Ca/), Agreement and Plan of Merger (Wachovia Corp New), Agreement and Plan of Merger (WFS Financial Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become null and void and have no effect further force and 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 7.2 Sections 5.1, 7.2, 7.3 and Sections 5.6(d) and 7.39.10, and the third sentence of Section 5.8 (a), all of Article 8, except for Section 8.10which shall survive such termination. Nothing contained in this Section 7.2 shall relieve any party from liability for any material and willful breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Artistic Greetings Inc), Asset Purchase Agreement (Artistic Greetings Inc), Asset Purchase Agreement (Artistic Greetings Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.01, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholdersshareholders of the Company, other than the provisions of this Section 7.2 8.02, Section 8.03 and Sections 5.6(d) and 7.3the last sentence of Section 6.02, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 8.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationor the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Snap on Pace Co), Agreement and Plan of Merger (Snap on Inc), 1 Agreement and Plan of Merger (Hein Werner Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholdersshareholders, other than the provisions of the penultimate sentence of Section 6.3 and the provisions of this Section 7.2 8.2 and Sections 5.6(d) Section 8.3 and 7.3, and all the applicable provisions of Article 8Nine, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 8.2 shall relieve any party from liability for fraud or any willful breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tektronix Inc), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Raven Acquisition Corp.)
Effect of Termination. Upon the termination and abandonment of If this Agreement is terminated pursuant to Section 7.19.01, this Agreement shall forthwith will become void and have of no effect without any with no 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 7.2 and Sections 5.6(d) and 7.3, and all of Article 8shareholders, except for that the agreements contained in Section 8.109.03 will survive the termination hereof. Nothing contained in this Section 7.2 herein shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Century Communications Corp), Agreement and Plan of Merger (Adelphia Communications Corp), Agreement and Plan of Merger (Century Communications Corp)
Effect of Termination. Upon the termination and abandonment of If this Agreement pursuant is terminated in accordance with Section 8.1 prior to Section 7.1the Closing Date, this Agreement shall forthwith become void and have of no effect without any liability on the part of any party heretofurther force and effect; provided, or any of its respective affiliateshowever, directors, officers or stockholders, other than that (a) the provisions of this Section 7.2 8.2 and Sections 5.6(dArticle IX shall survive such termination with respect to any action required hereunder which was not complete prior to such termination and (b) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 nothing herein shall relieve any party Party from any liability for fraud or with respect to any material breach of the provisions of this Agreement prior to such termination.
Appears in 3 contracts
Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Dominion Midstream Partners, LP), Registration Rights Agreement (Dominion Midstream Partners, LP)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.19.1, 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 affiliatesAffiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 9.2 and Sections 5.6(d) 5.19, 6.7, 7.5 and 7.3, 9.5 and all of Article 8, except for Section 8.10. X. Nothing contained in this Section 7.2 9.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tracor Inc /De), Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Tracor Inc /De)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement Agreement, except for the provisions of Articles 7, 8, and 9 shall forthwith become void and have be of no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 8.2 shall relieve any party from to this Agreement of liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (AVANYX Therapeutics, Inc.)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.113.1 hereof, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, to this Agreement or any of its respective affiliatesAffiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 13.2, Section 14.4 and Sections 5.6(d) and 7.3the confidentiality provisions of Section 5.2(a), and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination.provided however,
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to as provided in Section 7.111.1, this Agreement (other than Section 8.3) shall forthwith become void and have no effect without any liability on except that, notwithstanding anything to the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contrary contained in this Section 7.2 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its breach of any provision of this Agreement prior Agreement. In the event of termination of this Agreement, Parent and the Company shall continue to such terminationhonor the terms of the Confidentiality Agreement, including the return of all confidential materials.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (E Offering Corp), Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Merger (Wit Capital Group Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.19.1, this Agreement shall forthwith will become void and have no effect effect, without any liability on the part of any party hereto, to this Agreement or any of its respective affiliates, directors, officers officers, or stockholdersshareholders, other than the provisions of Section 6.5(a), Section 6.6(c), this Section 7.2 9.2, Section 9.3 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. X. Nothing contained in this Section 7.2 shall 9.2 will relieve any party from liability for any breach Breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Stock Investment Agreement (Gainsco Inc), Stock Investment Agreement (Gainsco Inc), Securities Exchange Agreement (Gainsco Inc)
Effect of Termination. Upon In the event of the termination of this Agreement and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void and have no effect without any liability on the part of any party hereto, hereto or any of its respective affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 7.2 8.2 and the last sentence of Sections 5.5, and Sections 5.6(d) 8.3 and 7.3, and all of Article 8, except for Section 8.109.1 through 9.12 hereof. Nothing contained in this Section 7.2 8.2, however, shall relieve any party from liability for any willful breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Merger Agreement (Ac Acquisition Subsidiary Inc), Merger Agreement (Ac Acquisition Subsidiary Inc), Merger Agreement (Chesapeake Biological Laboratories Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.01, this Agreement Agreement, except for the obligations of the parties pursuant to this Section 8.02 and the provisions of Section 6.06, shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained shareholders; provided that nothing in this Section 7.2 8.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 3 contracts
Samples: Share Exchange Agreement (Magellan Filmed Entertainment Inc), Share Exchange Agreement (Saratoga International Holdings Corp), Share Exchange Agreement (Saratoga International Holdings Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1 (the date of such termination or abandonment is referred to in this Agreement as the “Termination Date”), this Agreement shall forthwith become void and have no effect without any liability on the part of any party hereto, Party or any of its respective affiliatesAffiliates, directors, officers officers, managers, members or stockholders, stockholders other than the provisions of this Section 7.2 8 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.1010 hereof. Nothing contained in this Section 7.2 8.2 shall relieve any party Party from liability for any breach of this Agreement prior to such termination.
Appears in 3 contracts
Samples: Contribution Agreement (Mammoth Energy Services, Inc.), Contribution Agreement (Mammoth Energy Services, Inc.), Contribution Agreement (Mammoth Energy Services, Inc.)
Effect of Termination. Upon the termination and abandonment of If this Agreement is terminated pursuant to Section 7.18.01, this Agreement shall forthwith become void and have of no effect without any liability on the part of any party hereto, (or any Representative of its respective affiliatessuch party) to each other party hereto; provided, directorshowever, officers or stockholders, other than that the provisions of this Section 7.2 8.02 and Sections 5.6(d) and 7.3ARTICLE 9 shall survive any termination hereof pursuant to Section 8.01; provided that, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 nothing herein shall relieve any party from liability for fraud or any breach Willful Breach of this Agreement prior to such termination. The Confidentiality Agreement shall not be affected by the termination of this Agreement and shall continue in full force and effect in accordance with its terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gurnet Holding Co), Agreement and Plan of Merger (Corium International, Inc.)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.01, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of the last sentence of Section 6.02 and the provisions of this Section 7.2 8.02 and Sections 5.6(d) and 7.3Section 8.03, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 8.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fusion Systems Corp), Agreement and Plan of Merger (Eaton Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to the provisions of Section 7.1, the provisions of this Agreement (other than the last sentence of Section 5.10 and Sections 5.6, 7.2 and 7.3 hereof) shall forthwith become void and have no effect without any effect, with no liability on the part of any party heretohereto or its stockholders or directors or officers in respect thereof, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing provided that nothing contained in this Section 7.2 herein shall be deemed to relieve any party from of any liability for it may have to any other party with respect to a breach of its obligations under this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Bha Group Inc)
Effect of Termination. Upon In the termination and abandonment of event that this Agreement pursuant to is terminated as provided in Section 7.17.1 above, this Agreement shall forthwith become void (other than this Section 7.2, and have Sections 8.1, 9.1 through 9.3, and 9.5 through 9.11, hereof which shall remain in full force and effect) and there shall be no effect without any further liability on the part of any party hereto, AmTrust or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10Maiden Holdings. Nothing contained in this Section 7.2 shall relieve any party hereto from liability for any its breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Master Agreement (Amtrust Financial Services, Inc.), Master Agreement (Maiden Holdings, Ltd.)
Effect of Termination. Upon the termination and abandonment of Except as otherwise provided in this Agreement, if this Agreement is terminated pursuant to Section 7.17.01 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 any damages arising out of its respective affiliates, directors, officers or stockholders, other than the provisions willful breach of any provision of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sound Federal Bancorp), Agreement and Plan of Merger (Peekskill Financial Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.17.1 hereof, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholdersshareholders, other than the provisions of the last sentence of Section 5.2 hereof and the provisions of this Section 7.2 and Sections 5.6(d) and 7.3Section 7.3 hereof, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of any covenant of this Agreement prior to such terminationor any breach of warranty or misrepresentation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integrated Circuit Systems Inc), Agreement and Plan of Merger (Microclock Inc)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to by either Purchaser or the Company as provided in Section 7.18.1, this Agreement shall forthwith become void and have no effect without except (i) Sections 6.5(c), 6.6(h), (i), (j) and (l) and 8.2 and Article IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liability on the part or damages arising out of its willful breach of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Engineering & Manufacturing Corp), Agreement and Plan of Merger (PEM Holding Co.)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to by either Wxxxxxx or NewMil as provided in Section 7.18.1, this Agreement shall forthwith become void and have no effect without except (i) the last sentence of Section 6.2(a) and Sections 8.2, 9.2 and 9.3 shall survive any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions termination of this Section 7.2 and Sections 5.6(d) and 7.3Agreement, and all of Article 8, except for Section 8.10. Nothing (ii) notwithstanding anything to the contrary contained in this Section 7.2 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Newmil Bancorp Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.17.2, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than except for the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 7.3 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Nextband Interests Purchase Agreement (Nextel Communications Inc), Nextband Interests Purchase Agreement (Nextlink Communications Inc / De)
Effect of Termination. Upon In the event of any termination and abandonment of this the Agreement pursuant to as provided in Section 7.17.1 hereto, this Agreement shall forthwith become wholly void and have of no further force or effect without any (except Sections 7.2 and 7.3 and Article IX (other than Sections 9.15 and 9.16)) and there shall be no liability on the part of any party hereto, parties hereto or any of its their respective affiliates, officers or 54 50 directors, officers or stockholdersexcept as provided in such Sections and Article. Notwithstanding the foregoing, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 no party hereto shall relieve any party be relieved from liability for any willful breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Westbrook Real Estate Partners LLC), Contribution and Sale Agreement (Alter Robert A)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void and have there shall be no effect without any liability on the part of any party hereto, hereto or any of its respective affiliates, directors, officers or stockholders; provided, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3however, and all of Article 8, except for Section 8.10. Nothing contained that nothing in this Section 7.2 8.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationor for fees and expenses as set forth in Section 8.3, and that Sections 6.7, 8.2 and 8.3 and Article IX shall survive indefinitely any termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marketwatch Inc), Agreement and Plan of Merger (Dow Jones & Co Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.19.1, 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 affiliatesAffiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 9.2 and Sections 5.6(d) 5.19, 6.7, 7.5 and 7.3, 9.5 and all of Article 8, except for Section 8.10X and the Confidentiality Agreement. Nothing contained in this Section 7.2 9.2 shall relieve any party from liability for any antecedent breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elite Information Group Inc), Agreement and Plan of Merger (Eig Acquisition Corp)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to as provided in Section 7.1, 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 their respective affiliatesstockholders, officers, or directors, officers or stockholders, other than the provisions of this except that Article 8 and Section 7.2 and Sections 5.6(d) and 7.39.9 hereof shall survive indefinitely, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach with respect to willful breaches of this Agreement prior to the time of such termination.
Appears in 2 contracts
Effect of Termination. Upon the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become null and void except as set forth in Section 8.3 and have no effect without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than for the provisions of this Section 7.2 and Sections 5.6(d) and 7.3Article 9, and all of Article 8which shall survive such termination; provided, except for Section 8.10. Nothing contained in this Section 7.2 however, that nothing herein shall relieve any party from liability for any intentional breach of this Agreement prior to such termination. In addition, the Confidentiality Agreement shall not be affected by the termination of this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Venturi Partners Inc), Agreement and Plan of Merger (Venturi Partners Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement Agreement, except for the provisions of the second sentence of each of Section 6.2(f) and Section 6.3(f), and Sections 8.2, 8.5, and 9.9, shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholdersshareholders. Notwithstanding the foregoing, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained nothing in this Section 7.2 8.2 shall relieve any party from to this Agreement of liability for any willful breach of any provision of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amerisource Health Corp/De), Agreement and Plan of Merger (Bergen Brunswig Corp)
Effect of Termination. Upon the termination and abandonment of If this Agreement is validly terminated pursuant to Section 7.19, this Agreement shall will forthwith become void null and void, and have no effect further effect, without any liability on the part of any party hereto, hereto or any of its respective affiliates, directors, officers Affiliates or stockholdersRepresentatives, other than the provisions of this Section 7.2 9.3 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10X hereof. Nothing contained in this Section 7.2 9.3 shall relieve any party from liability for any breach of this Agreement occurring prior to such termination.
Appears in 2 contracts
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers officers, employees or stockholders, other than the provisions of this Section 7.2 8.2 and Sections 5.6(d) and 7.3Section 8.3, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 8.2 or elsewhere in this Agreement shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Atlas Inc), Agreement and Plan of Merger (3-D Geophysical Inc)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to by either BSB Bancorp or SKAN as provided in Section 7.18.1 hereof, this Agreement shall forthwith become void and have no effect without except (i) the last sentences of Sections 6.2(a) and 6.2(b) and Sections 8.2, 9.2 and 9.3 hereof shall survive any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions termination of this Section 7.2 and Sections 5.6(d) and 7.3Agreement, and all of Article 8, except for Section 8.10. Nothing (ii) notwithstanding anything to the contrary contained in this Section 7.2 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Skaneateles Bancorp Inc), Agreement and Plan of Merger (BSB Bancorp Inc)
Effect of Termination. Upon the any termination and abandonment of this Agreement pursuant to as provided in Section 7.110.1, this Agreement shall forthwith immediately become void and have there shall be no effect without any liability or obligation on the part of any party hereto, or any of its their respective affiliatesofficers, directors, officers stockholders or stockholders, other than Affiliates; provided that (a) the provisions of this Section 7.2 and Sections 5.6(d) and 7.35.6 10.2, and all Article XIII shall remain in full force and effect and survive any termination of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 Agreement and (b) such termination shall not relieve any party to this Agreement from liability for any breach violations of this Agreement that occurred prior to such termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Univision Communications Inc), Asset Purchase Agreement (Entravision Communications Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.17.01, this Agreement shall forthwith become void and have no effect without any liability on the part of any party hereto, hereto or any of its respective affiliatesAffiliates, directors, officers or officers, stockholders, partners, managers or members other than the provisions of this Section 7.2 7.02 and Sections 5.6(d) and 7.35.04, 5.05, 8.01, and all of Article 88.05 hereof, except for which shall survive any termination as set forth in Section 8.108.01. Nothing contained in this Section 7.2 7.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Revenue Interests Assignment Agreement (Oscient Pharmaceuticals Corp), Revenue Interests Assignment Agreement (Oscient Pharmaceuticals Corp)
Effect of Termination. Upon the termination and abandonment of If this Agreement pursuant to Section 7.1is so terminated and the Merger is not consummated, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers officers, employees, agents or stockholders, other than the confidentiality provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.107.8. Nothing contained in this Section 7.2 9.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novitron International Inc), Agreement and Plan of Merger (Novitron International Inc)
Effect of Termination. Upon the termination and abandonment of If this Agreement is validly terminated pursuant to Section 7.18.1, this Agreement shall will forthwith become null and void and have no effect further effect, without any liability Liability on the part of any party hereto, Party hereto or any of its respective affiliatesAffiliates, directors, officers or stockholders, except for any liability resulting from any fraud, actions taken in bad faith, intentional misrepresentation or intentional breach prior to termination, and other than the provisions of this Section 7.2 8.3 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10IX hereof. Nothing contained in this Section 7.2 8.3 shall relieve any party Party from liability Liability for any breach of this Agreement occurring prior to such termination.
Appears in 2 contracts
Samples: Escrow Agreement (Rafaella Apparel Group,inc.), Escrow Agreement (Perry Ellis International Inc)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to Section 7.1Article 9, this Agreement shall forthwith will become void and have no effect effect, without any liability or obligation on the part of any party heretothe Buyer, or any of its respective affiliatesthe Seller, directors, officers or stockholdersthe Company, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.39.2, Section 7.2(b), Section 7.5, and all Article 11, which will survive any termination of Article 8this Agreement; provided, except for Section 8.10. Nothing contained however, that nothing in this Section 7.2 shall Agreement will relieve any party Party from any liability for any pre-termination willful breach by such Party of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (R F Industries LTD), Membership Interest Purchase Agreement (Wireless Telecom Group Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.01, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 8.02, Section 8.03 - 25 - 26 and Sections 5.6(d) and 7.3the last sentence of Section 6.02, and all of Article 8, except for Section 8.10which shall survive any such termination. The Stock Option Agreement shall also survive any such termination. Nothing contained obtained in this Section 7.2 8.02 shall relieve any party from liability for any breach of this Agreement prior to such termination.or the Confidentiality Agreement. SECTION 8.03
Appears in 2 contracts
Samples: Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Voith Sulzer Acquisition Corp), Exhibit 1 Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Impact Systems Inc /Ca/)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers officers, employees or stockholders, other than the provisions of this Section 7.2 8.2 and Sections 5.6(d) and 7.3Section 8.3, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 Article VIII shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Filter Corp), Agreement and Plan of Merger (United States Filter Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.01, 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 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination.,
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orion Capital Corp), Agreement and Plan of Merger (Orion Capital Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to in accordance with Section 7.110.1 hereof, this Agreement shall forthwith thereafter become void and have no effect without effect, and no party thereto shall have any liability on the part of to any other party hereto, hereto or any of its respective affiliates, directorsAffiliates, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8employees, except for Section 8.10. Nothing the obligations of the parties hereto contained in this Section 7.2 10.2 and in Sections 11.1, 11.5, 11.6 and 11.8 hereof, and provided that nothing contained in this Section 10.2 shall relieve any party from liability for any a breach of any provision of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Purchase Agreement (Qwest Communications International Inc), Asset Purchase Agreement (RMS Limited Partnership)
Effect of Termination. Upon In the event of the termination of this Agreement and abandonment of this Agreement the Merger and other Transactions pursuant to Section 7.1this Article 7, this Agreement shall forthwith become null and void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliatesofficers, directors, officers or stockholders, affiliates and agents, other than the provisions of this the last sentence of Section 7.2 5.04 and the provisions of Sections 5.6(d) 5.05, 7.05, 8.01, 8.02 and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination8.07.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bard C R Inc /Nj/), Agreement and Plan of Merger (Specialized Health Products International Inc)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to in accordance with Section 7.18.1, this Agreement shall forthwith will become void and have there will be no effect without any liability on the part of any party hereto, Party or any of its their respective affiliates, directors, officers managers, officers, equity holders or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8agents, except for as provided in Section 8.10. Nothing 9.1 and except that any such termination shall be without prejudice to the rights of any Party arising out of the breach by any other Party of any representation or covenant contained in this Agreement or due such other Party’s failure or refusal to close without justification under this Agreement. Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination.7.3
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nobilis Health Corp.), Asset Purchase Agreement (Nobilis Health Corp.)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.112.1, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, Party or any of its respective affiliatesAffiliates, directorsofficers, officers directors or stockholdersshareholders, other than liability of the provisions of this Section 7.2 Group Companies, the Shareholders and Sections 5.6(d) and 7.3the SPAC, and all of Article 8as the case may be, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any fraud, willful and material breach of this Agreement occurring prior to such termination, except that the provisions of Section 10.7, Section 10.12, this Section 12.2 and Article XIII shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blue World Holdings LTD), Agreement and Plan of Merger (Blue World Acquisition Corp)
Effect of Termination. Upon In the event of the termination ---------------------- and abandonment of this Agreement pursuant to Section 7.19.01, 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 affiliatesAffiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 9.02 and Sections 5.6(d) 5.19, 6.07, 7.05 and 7.3, 9.05 and all of Article 8, except for Section 8.10. X. Nothing contained in this Section 7.2 9.02 shall relieve any party from liability for any antecedent breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Gec Acquisition Corp)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to by either PROTEC or PAYM as provided in Section 7.17.01, this Agreement shall forthwith become void and have no effect effect, without any liability or obligation on the part of any party hereto, PAYM or any of its respective affiliates, directors, officers or stockholdersPROTEC, other than the provisions of the last sentence of Section 5.01(a), Section 5.04, and this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.107.02. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Securities Exchange Agreement, Securities Exchange Agreement (PayMeOn, Inc.)
Effect of Termination. Upon the termination and abandonment of If this Agreement is terminated and the Merger is abandoned pursuant to Section 7.18.01, this Agreement Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX (which shall remain in effect), shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 8.02 shall relieve any party from to this Agreement of liability for any willful breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oregon Steel Mills Inc), Agreement and Plan of Merger (Evraz Group S.A.)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall will forthwith become void and will be deemed to have no effect terminated without liability to any party (except for any liability on the part of any party heretothen in willful material breach of any covenant or agreement); provided that the provisions of the Confidentiality Agreement and the last sentence of Section 6.5, or any of its respective affiliatesthis Section 8.2, directors, officers or stockholders, Section 8.3 and Article 9 (other than the provisions of this exception clause in Section 7.2 and Sections 5.6(d9.10) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to will continue in full force and effect notwithstanding such terminationtermination and abandonment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Primex Technologies Inc), Agreement and Plan of Merger (General Dynamics Corp)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to by either AAC or the Company as provided in Section 7.1, this Agreement shall forthwith become void and have no effect effect, without any liability or obligation on the part of any party heretothe Company, or any of its respective affiliates, directors, officers or stockholdersAAC, other than the provisions last sentence of Section 5.1, Section 5.5, this Section 7.2 and Sections 5.6(d) and 7.3, Sections 8.2, 8.3, 8.5 through 8.10 and all Article IX and except to the extent that such termination results from a willful breach by a party of Article 8any of its representations, except for Section 8.10. Nothing contained warranties, covenants or agreements set forth in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Investment Agreement (United Dominion Realty Trust Inc), Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.112.1, this Agreement shall forthwith become void and have no effect without any and there shall be no liability on the part of any party hereto, hereto or any of its respective affiliatesAffiliates, directors, officers officers, shareholders, or stockholdersagents except under Section 8.2, other than with respect to the provisions of this Section 7.2 and Sections 5.6(d) and 7.3Good Faith Deposit, if any, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination12.3.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Republic Technologies International Holdings LLC), Asset Purchase Agreement (Blue Steel Capital Corp)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to by either Unilever or SM, as provided in Section 7.18.1, this Agreement shall forthwith become void and have no effect effect, without any liability or obligation on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholdersthe Parties, other than the provisions of Sections 12.1 (Confidentiality), 12.2 (Public Announcements), 12.5 (Fees) through and including 12.12 (Headings), and this Section 7.2 11.2 and Sections 5.6(d) except to the extent that such termination results from the willful and 7.3, and all of Article 8, except for Section 8.10material breach by a party hereof. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination.EXECUTION VERSION
Appears in 2 contracts
Samples: Joint Contribution Agreement (Syneron Medical Ltd.), Joint Contribution Agreement (Syneron Medical Ltd.)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to Section 7.1this Article 7, this Agreement shall will forthwith become void and have there will be no effect without any liability on the part of any party hereto, Party or any of its respective affiliatespartners, directorsofficers, officers directors or stockholders, other than the provisions of except for obligations under Section 5.6, Section 9.15 and this Section 7.2 and Sections 5.6(d) and 7.3Section, and all of Article 8which will survive the Termination Date. Notwithstanding the foregoing, except for Section 8.10. Nothing nothing contained in this Section 7.2 shall Agreement will relieve any party Party from liability for any breach of this Agreement prior to such termination.Agreement
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (PRGX Global, Inc.)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to in accordance with Section 7.18.1, this Agreement shall will forthwith become void and have no effect effect, without any liability on the part Liability (other than, subject to Section 8.2, with respect to any claim for any intentional pre‑termination breach of any party heretorepresentation, warranty, covenant or any of its respective affiliatesagreement set forth in this Agreement); provided, directors, officers or stockholders, other than that the provisions of this Sections 6.6, 6.7, 8.2 and 8.3, Article IX and Article X will survive any termination hereof pursuant to Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination8.1.
Appears in 2 contracts
Samples: Interim Operating Agreement (Vectren Corp), Interim Operating Agreement (Vectren Corp)
Effect of Termination. Upon In the event of any termination and abandonment of this the Agreement pursuant to as provided in Section 7.17.1 hereto, this Agreement shall forthwith become wholly void and have of no further force or effect without any (except Sections 7.2 and 7.3 and Article IX (other than Sections 9.15 and 9.16)) and there shall be no liability on the part of any party hereto, parties hereto or any of its their respective affiliates, officers or directors, officers or stockholdersexcept as provided in such Sections and Article. Notwithstanding the foregoing, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 no party hereto shall relieve any party be relieved from liability for any willful breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Alter Robert A), Contribution and Sale Agreement (Westbrook Real Estate Partners LLC)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to in accordance with Section 7.17.01, this Agreement shall forthwith become void cease to have effect and none of the Parties or their respective Affiliates shall have no effect without any liability on the part of any party heretonature whatsoever under this Agreement (except for liabilities which have occurred upon or before the termination), or any of its respective affiliates, directors, officers or stockholders, other than provided that the provisions in Article 1, Article 7 and Article 8 shall survive any termination of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Members’ Agreement (Grab Holdings LTD), Members’ Agreement (Grab Holdings LTD)
Effect of Termination. 9.2.1 Upon the termination and abandonment of this Agreement pursuant in accordance with Clause 9.1, except for the provisions of Clauses 1, 8, 9.2, 10 and 11.2 to Section 7.111.15 and Schedule 3 (which shall survive termination), this Agreement shall forthwith become void and have no effect without and, except pursuant to such surviving provisions, no party to this Agreement shall have any liability on the part of any party hereto, or to any of its the other parties or their respective affiliatesAffiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationemployees.
Appears in 2 contracts
Samples: Share Purchase Agreement (Kookmin Bank), Share Purchase Agreement (Kookmin Bank)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to as provided in Section 7.111.1, this Agreement shall forthwith become void and have no effect effect, without any liability or obligation on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholdersparty, other than the provisions of Sections 7.1 and 11.3 and this Section 7.2 and Sections 5.6(d) and 7.311.2, and all except to the extent that such termination results from the willful and material breach by a party of Article 8any of its representations, except for Section 8.10. Nothing contained warranties, covenants or other agreements set forth in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merit Behavioral Care Corp), Agreement and Plan of Merger (Magellan Health Services Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.19.01 hereof, 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 7.2 and Sections 5.6(d6.01(b) and 7.3, and all of Article 8, except for Section 8.106.02(b). Nothing contained in this Section 7.2 9.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Acquisition Agreement (Commercetel Corp), Acquisition Agreement (Commercetel Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.17.01, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 7.2 5.10 with respect to the payment of the breakup fee and Sections 5.6(d) and 7.3expense reimbursement as described therein, and all the last sentence of Article 8Section 5.02, except for Section 8.10which in each case shall survive any such termination. Nothing contained in this Section 7.2 7.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationthe Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corcom Inc), Agreement and Plan of Merger (Communications Instruments Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become be void and have no effect without any effect, with no liability on the part of any party hereto, hereto or any of its respective affiliates, directors, officers or stockholders, other than except that the provisions of this Section 7.2 Sections 6.8 (with respect to the reimbursement and Sections 5.6(dindemnification obligations therein) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 IX shall relieve any party from liability for any breach of this Agreement prior to survive such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Murdock David H), Agreement and Plan of Merger (Dole Food Co Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.17.01 hereof, this Agreement Agreement, except for the provisions of Section 5.05 and Section 9.09, shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10shareholders. Nothing contained in this Section 7.2 7.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc), Agreement and Plan of Merger (Platinum Energy Resources Inc)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to by either BVCC or GLB as provided in Section 7.18.1, this Agreement shall forthwith become void and have no effect without except (i) Sections 6.6(c), 6.8(f) and (g), 8.2 and 9.5 shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liability on the part or damages arising out of its willful breach of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Great Lakes Bancorp Inc), Agreement and Plan of Merger (Bay View Capital Corp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.19.01, 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 provision of this Section 7.2 9.02 and Sections 5.6(d6.03(b) and 7.3, and all of Article 8, except for Section 8.109.03 hereof. Nothing contained in this Section 7.2 9.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Griffin Technology Inc), Agreement and Plan of Merger (Diebold Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement by either HUBCO or IBSF pursuant to Section 7.1, 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 effect, without any liability on the part of any party heretoor its officers, directors or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10shareholders. Nothing contained in this Section 7.2 herein, however, shall relieve any party from any liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ibs Financial Corp), Agreement and Plan of Merger (Hubco Inc)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to as provided in Section 7.17.01, 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 heretoParty, or any of its respective affiliates, directors, officers or stockholders, other than except for the provisions of this Section 7.2 7.02, Section 7.03 and Sections 5.6(d) Article VIII, each of which shall remain in full force and 7.3effect; provided, and all however, that the Company shall not be relieved or released from any liability or damages arising from a willful or intentional material breach of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach provision of this Agreement prior to the time of such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FOHG Holdings, LLC), Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.1, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 7.2 8.2 and Sections 5.6(d) and 7.3Section 9.9, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 8.2 shall relieve any party from any liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny), Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement by either HUBCO or CFHC pursuant to Section 7.1, 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 effect, without any liability on the part of any party heretoor its officers, directors or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10shareholders. Nothing contained in this Section 7.2 herein, however, shall relieve any party from any liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Financial Holding Corporation), Agreement and Plan of Merger (Hubco Inc)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to Section 7.17.1 prior to the Closing Date, this Agreement shall forthwith become void and have void, there shall be no effect without any liability under this Agreement on the part of the Company or the Investors (including any party heretoSubstitute Investors), or any and all rights and obligations of its respective affiliates, directors, officers or stockholdersthe Company and the Investors shall cease, other than the provisions obligations of this the parties set forth in Section 7.2 and Sections 5.6(d) and 7.36.1 hereof; provided, and all of Article 8however, except for Section 8.10. Nothing contained in this Section 7.2 that nothing herein shall relieve any party from liability for any willful or intentional breach of any covenant or agreement of such party contained in this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Subscription Agreement (Waste Services, Inc.), Subscription Agreement (Prides Capital Partners, LLC)
Effect of Termination. Upon the termination and abandonment of Except as provided in Section 9.3, if this Agreement pursuant to is terminated by either BFST or Oakwood as provided in Section 7.19.1, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholdersshareholders, other than except that the provisions of Section 7.2, this Section 7.2 9.2 and Sections 5.6(d) and 7.3, and all Section 11.5 shall survive termination of Article 8, except for Section 8.10this Agreement. Nothing contained in this Section 7.2 9.2 shall relieve any party from hereto of any liability for any a breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Business First Bancshares, Inc.)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to by either WAL or Target as provided in Section 7.18.1, this Agreement shall forthwith become void and have no effect without except (i) the last sentence of Section 6.2(a) and Sections 8.2, 9.2 and 9.3 shall survive any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions termination of this Section 7.2 and Sections 5.6(d) and 7.3Agreement, and all of Article 8, except for Section 8.10. Nothing (ii) notwithstanding anything to the contrary contained in this Section 7.2 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Alliance Bancorporation), Agreement and Plan of Merger (Western Liberty Bancorp)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.16.1 (the date of such termination or abandonment is referred to in this Agreement as the “Termination Date”), this Agreement shall forthwith become void and have no effect without any liability on the part of any party hereto, hereto or any of its respective affiliatesAffiliates, directors, officers officers, unitholders or stockholders, stockholders other than the provisions of this Section 7.2 6.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.107 hereof. Nothing contained in this Section 7.2 6.2 shall relieve any party from liability for any breach of this Agreement prior to such termination.
Appears in 2 contracts
Samples: Contribution Agreement (Mammoth Energy Partners LP), Contribution Agreement (Mammoth Energy Partners LP)
Effect of Termination. Upon In the termination and abandonment of event that this Agreement pursuant to is terminated as provided in Section 7.17.1 above, this Agreement shall forthwith become void (other than this Section 7.2, and have Sections 8.1, 9.1 through 9.3, 9.5 through 9.11, and Article X hereof which shall remain in full force and effect) and there shall be no effect without any further liability on the part of any party hereto, AmTrust or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10Maiden Holdings. Nothing contained in this Section 7.2 shall relieve any party hereto from liability for any its breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Master Agreement (Maiden Holdings, Ltd.), Master Agreement (Amtrust Financial Services, Inc.)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.18.01, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 8.02, Section 8.03 and Sections 5.6(d) and 7.3the last two sentences of Section 6.02, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 8.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationor the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Rsa Acquisition Corp)
Effect of Termination. Upon the termination and abandonment of If this Agreement is terminated pursuant to Section 7.18.01, this Agreement shall forthwith become void and have of no effect without any with no liability on the part of any party hereto, or any of its respective affiliatesexcept that (i) the agreements contained in Section 6.04, directors, officers or stockholders, other than the provisions of this Section 7.2 8.02, Section 8.03, Article IX and Sections 5.6(din the Confidentiality Agreement shall survive the termination hereof and (ii) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 no such termination shall relieve any party of any liability or damages resulting from liability for any breach by that party of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Transaction Agreement (Directv Group Inc), Transaction Agreement (Panamsat Corp /New/)
Effect of Termination. Upon In the event of termination and abandonment of this Agreement pursuant to in accordance with Section 7.1, this Agreement shall will forthwith become void and have no effect effect, without any liability on the part (other than with respect to any claim for breach of any party heretorepresentation, warranty, covenant or any of its respective affiliatesagreement set forth in this Agreement); provided, directors, officers or stockholders, other than that the provisions of this Section 7.2 7.3 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this 8 will survive any termination hereof pursuant to Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such termination7.1.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tabula Rasa HealthCare, Inc.), Stock Purchase Agreement (Tabula Rasa HealthCare, Inc.)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to and in accordance with the provisions of Section 7.18.1 hereof, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party heretohereto (or its stockholders or controlling persons or directors or officers), except (i) the provisions of Section 8.4 shall survive such termination and abandonment and (ii) neither party shall be released or relieved from any liability arising from the breach by such party of any of its respective affiliatesrepresentations, directorswarranties, officers covenants or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained agreements as set forth in this Section 7.2 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (USDATA Liquidating Trust), Asset Purchase Agreement (Tecnomatix Technologies LTD)
Effect of Termination. Upon the termination and abandonment of If this Agreement is terminated pursuant to the provision of Section 7.18.11(i), this Agreement shall forthwith become void and have will be of no effect without any liability on further force or effect. Notwithstanding the part of any party heretoforegoing, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.10. Nothing contained in this Section 7.2 no such termination shall relieve any party from Party of any liability for Losses resulting from any breach of this Agreement prior to such terminationtermination by such Party of its covenants, agreements, representations or warranties set forth herein.
Appears in 2 contracts
Samples: Share Purchase Agreement (Global Mofy Metaverse LTD), Share Purchase Agreement (Global Mofy Metaverse LTD)
Effect of Termination. Upon In the event of the termination and abandonment of this Agreement pursuant to Section 7.17.01, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers officers, members or stockholders, other than pursuant to the provisions of this Section 7.2 7.02 and Sections 5.6(d) and 7.3Section 7.03, and all of Article 8, except for Section 8.10which shall survive any such termination. Nothing contained in this Section 7.2 7.02 shall relieve any party from liability for any breach of this Agreement prior to such terminationAgreement.
Appears in 2 contracts
Samples: Purchase Agreement (Sports Entertainment Enterprises Inc), Stock Purchase Agreement (Sports Entertainment Enterprises Inc)
