Common use of EFFECTIVENESS; TERMINATION Clause in Contracts

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur of the following: (a) termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective Time; provided that (i) Sections 11 through 17 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein.

Appears in 5 contracts

Sources: Merger Agreement (Umb Financial Corp), Merger Agreement (Heartland Financial Usa Inc), Support Agreement (Kemper J Mariner)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur earlier of (i) the following: Effective Time, or (aii) termination of if the Merger Agreement is terminated for any reason in accordance with its terms or (b) terms, as of the Effective Timedate of the termination of the Merger Agreement; provided that (i) this Section 2 and Sections 11 8 through 17 13 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its his or her representations, warranties, covenants or other agreements set forth herein.

Appears in 5 contracts

Sources: Merger Agreement (Dime Community Bancshares Inc), Voting Agreement (Dime Community Bancshares Inc), Voting Agreement (Bridge Bancorp, Inc.)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This Agreement shall automatically terminate and be null and void and remain in effect until the earlier of no effect upon the earliest to occur of the following: (a) termination of the Merger Agreement for any reason in accordance with its the terms or of Article VIII thereof and (b) the Effective Time; provided that (i) Sections 11 13 through 17 19 hereof shall survive any such termination of this Agreement and (ii) such termination of this Agreement shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth hereinherein prior to such termination.

Appears in 4 contracts

Sources: Voting and Support Agreement (Anywhere Real Estate Inc.), Voting and Support Agreement (Anywhere Real Estate Inc.), Voting and Support Agreement (Compass, Inc.)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur of the following: (a) termination of the Merger Agreement for any reason in accordance with its terms terms, (b) the mutual written agreement of the parties hereto to terminate this Agreement or (bc) the Effective Time; provided that (i) Sections 11 through 17 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein.

Appears in 4 contracts

Sources: Merger Agreement (Columbia Financial, Inc.), Merger Agreement (Northfield Bancorp, Inc.), Support Agreement (Northfield Bancorp, Inc.)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur as of the following: (a) date of the termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective TimeAgreement; provided that (i) this Section 2 and Sections 11 8 through 17 13 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein.

Appears in 3 contracts

Sources: Merger Agreement (MSB Financial Corp), Merger Agreement (Clifton Bancorp Inc.), Merger Agreement (Kearny Financial Corp.)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur as of the following: (a) date of the termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective TimeAgreement; provided that (i) this Section 2 and Sections 11 8 through 17 13 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein.material

Appears in 2 contracts

Sources: Merger Agreement (Arrow Financial Corp), Voting Agreement (Arrow Financial Corp)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur as of the following: (a) date of the termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective TimeAgreement; provided that (i) this Section 2 and Sections 11 8 through 17 13 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its his or her representations, warranties, covenants or other agreements set forth herein.

Appears in 2 contracts

Sources: Voting Agreement (Sb One Bancorp), Voting Agreement (Provident Financial Services Inc)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur of the following: (a) termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective Timeeffect; provided that (i) this Section 2, Section 3 and Sections 11 9 through 17 14 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein.

Appears in 2 contracts

Sources: Voting Agreement (First Interstate Bancsystem Inc), Voting Agreement (Cascade Bancorp)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur as of the following: (a) date of termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective TimeAgreement; provided that (i) this Section 1 and Sections 11 8 through 17 13 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein.

Appears in 2 contracts

Sources: Merger Agreement (Clifton Bancorp Inc.), Merger Agreement (Kearny Financial Corp.)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur as of the following: (a) date of the termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective TimeAgreement; provided that (i) this Section 2, Section 3 and Sections 11 9 through 17 14 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein.

Appears in 2 contracts

Sources: Merger Agreement (Hanmi Financial Corp), Merger Agreement (First Interstate Bancsystem Inc)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signingexecution hereof by all parties hereto. This Agreement shall automatically terminate and be null and void and of no effect upon the earliest earlier to occur of the following: (a) termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective Time; provided provided, that (i) this Section 2 and Sections 11 12 through 17 19 hereof shall survive any such termination and (ii) such termination shall not relieve any party hereto of any liability or damages resulting from any willful or intentional and material breach of any of his, her or its representations, warranties, covenants or other agreements set forth herein.

Appears in 2 contracts

Sources: Merger Agreement (Blue Foundry Bancorp), Voting Agreement (Blue Foundry Bancorp)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This Agreement shall automatically terminate and be null and void and of no effect upon the earliest earlier to occur of the following: (a) termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective Time; provided that (i) this Section 2 and Sections 11 12 through 17 19 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein.

Appears in 2 contracts

Sources: Merger Agreement (Old Point Financial Corp), Support Agreement (Old Point Financial Corp)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur of the following: (a) termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective Timeeffect; provided that (i) this Section 2 and Sections 11 10 through 17 16 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein.

Appears in 2 contracts

Sources: Merger Agreement (Park Sterling Corp), Merger Agreement (SOUTH STATE Corp)

EFFECTIVENESS; TERMINATION. (a) This Agreement and the rights and obligations of the parties hereto shall become effective only upon the closing of the Merger at the Effective Time. Prior to the Effective Time, this Agreement shall be of no force and effect. (b) This Agreement shall be effective upon signing. This Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur earlier of (i) the following: (a) termination of the Merger Agreement for any reason in accordance with its terms or prior to the Effective Date and (bii) the Effective Time; provided that end of the Effectiveness Period. If this Agreement is terminated in accordance with clause (iii) above, the provisions of Sections 11 through 17 hereof 7, 10-16 and 20 shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth hereintermination.

Appears in 1 contract

Sources: Registration Rights Agreement (Newfield Exploration Co /De/)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur as of the following: (a) date of the termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective TimeAgreement; provided that (i) this Section 2 and Sections 11 7 through 17 13 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein.

Appears in 1 contract

Sources: Merger Agreement (SI Financial Group, Inc.)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur as of the following: (a) date of the termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective TimeAgreement; provided that (i) this Section 2, Section 3 and Sections 11 9 through 17 14 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its his or her representations, warranties, covenants or other agreements set forth herein.

Appears in 1 contract

Sources: Merger Agreement (First Interstate Bancsystem Inc)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective immediately upon signing. This the execution hereof by all of the parties hereto; provided, however, that this Agreement shall automatically terminate immediately, and be null and void and of no effect without further notice, action or deed, upon the earliest to occur earlier of the following: (ax) termination of the Merger Agreement for any reason in accordance with its terms or (by) the Effective Time; provided that , in each case, this Agreement shall be null, void and of no further force or effect, except in the case of clause (ix) Sections 11 through 17 hereof shall survive any such only, for the Series A Holders’ obligations under Section 3.1(c) or 3.1(d) for amounts accrued prior to or in connection with the termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth hereinthe Merger Agreement.

Appears in 1 contract

Sources: Support Agreement (Cig Wireless Corp.)

EFFECTIVENESS; TERMINATION. This Agreement shall be effective upon signing. This If the Merger Agreement is terminated for any reason in accordance with its terms, this Agreement shall automatically terminate and be null and void and of no effect upon the earliest to occur as of the following: (a) date of the termination of the Merger Agreement for any reason in accordance with its terms or (b) the Effective TimeAgreement; provided that (i) this Section 2, Section 3 and Sections 11 9 through 17 14 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or and material breach of any of his, her or its representations, warranties, covenants or other agreements set forth herein.

Appears in 1 contract

Sources: Merger Agreement (First Interstate Bancsystem Inc)