Common use of LIABILITIES IN EVENT OF TERMINATION Clause in Contracts

LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto except (a) as provided in Section 11.07, (b) each Stockholder shall be severally liable for any breach by that Stockholder of any covenant made severally by that Stockholder in this Agreement and for any breach by that Stockholder of any representation and warranty made by that Stockholder severally in Article III and which that Stockholder knew was untrue or inaccurate at the date of this Agreement, and (c) the Company shall be liable for any breach by the Company of any covenant made by the Company in this Agreement and for any breach by the Company of any representation and warrant made by the Company in Article IV and which the Company knew as untrue or inaccurate at the date of this Agreement, and (d) TMI shall be liable for any breach by TMI of any covenant made by TMI in this Agreement and for any breach by TMI of any representation and warranty made by TMI in Article V and which TMI knew was untrue or inaccurate at the date of this Agreement.

Appears in 9 contracts

Samples: Merger Agreement (Triad Medical Inc), Agreement and Plan of Reorganization (Triad Medical Inc), Agreement and Plan of Reorganization (Triad Medical Inc)

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LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto except (a) as provided in Section 11.07, (b) each Stockholder shall be severally liable for any breach by that Stockholder of any covenant made severally by that Stockholder in this Agreement and for any breach by that Stockholder of any representation and warranty made by that Stockholder severally in Article III and which that Stockholder knew was untrue or inaccurate at the date of this Agreement, and (c) the Company shall be liable for any breach by the Company of any covenant made by the Company in this Agreement and for any breach by the Company of any representation and warrant warranty made by the Company in Article IV and which the Company knew as untrue or inaccurate at the date of this Agreement, and (d) TMI shall be liable for any breach by TMI of any covenant made by TMI in this Agreement and for any breach by TMI of any representation and warranty made by TMI in Article V and which TMI knew was untrue or inaccurate at the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Triad Medical Inc)

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LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto except (a) as provided in Section 11.07, (b) each the Stockholder shall be severally liable for any breach by that the Stockholder of any covenant made severally by that the Stockholder in this Agreement and for any breach by that the Stockholder of any representation and warranty made by that the Stockholder severally in Article III and which that the Stockholder knew was untrue or inaccurate at the date of this Agreement, and (c) the Company shall be liable for any breach by the Company of any covenant made by the Company in this Agreement and for any breach by the Company of any representation and warrant made by the Company in Article IV and which the Company knew as untrue or inaccurate at the date of this Agreement, and (d) TMI shall be liable for any breach by TMI of any covenant made by TMI in this Agreement and for any breach by TMI of any representation and warranty made by TMI in Article V and which TMI knew was untrue or inaccurate at the date of this Agreement.breach

Appears in 1 contract

Samples: Merger Agreement (Triad Medical Inc)

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