Common use of Liabilities Upon Termination Clause in Contracts

Liabilities Upon Termination. Except for the terms of Section 11.2 hereof (and, to the extent relevant thereto, the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16, 11.17 and 11.19 hereof), which shall survive any termination of this Agreement, upon the termination of this Agreement pursuant to Section 9.1 hereof, this Agreement shall forthwith become null and void, and no party hereto or any of its officers, directors, employees, agents, consultants, stockholders or principals shall have any rights, liabilities or obligations hereunder or with respect hereto; provided, however, that nothing contained in Section 9.1 or this Section 9.2 shall (i) relieve any party from liability for any willful failure to comply with any covenant or agreement contained herein (and the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16, 11.17 and 11.19 hereof shall apply to any such failure) or (ii) affect the Confidentiality Agreement, which shall survive any termination of this Agreement in accordance with the Confidentiality Agreement's terms and conditions.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Liberty Group Operating Inc), Asset Purchase Agreement (Liberty Group Publishing Inc)

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Liabilities Upon Termination. Except for the terms of Section 11.2 hereof (and, to the extent relevant thereto, the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16, 11.17 and 11.19 hereof), which shall survive any termination of this Agreement, upon the termination of this Agreement pursuant to Section 9.1 hereof, this Agreement shall forthwith become null and void, and no party hereto or any of its officers, directors, employees, agents, consultants, stockholders or principals shall have any rights, liabilities or obligations hereunder or with respect hereto; provided, however, that nothing contained in Section 9.1 or this Section 9.2 shall (i) relieve any party from liability for any willful failure to comply with any covenant or agreement contained herein (and the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16, 11.17 and 11.19 hereof shall apply to any such failure) or (ii) affect the Confidentiality Agreement, which shall survive any termination of this Agreement in accordance with the Confidentiality Agreement's terms and conditions.,

Appears in 1 contract

Samples: Asset Exchange Agreement (Liberty Group Operating Inc)

Liabilities Upon Termination. Except for the terms of Section 11.2 hereof (and, to the extent relevant thereto, the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16, 11.17 11.17, 11.19 and 11.19 11.20 hereof), which shall survive any termination of this Agreement, upon the termination of this Agreement pursuant to Section 9.1 hereof, hereof this Agreement shall forthwith become null and void, and no party hereto or any of its officers, directors, employees, agents, consultants, stockholders or principals shall have any rights, liabilities or obligations hereunder or with respect hereto; provided, however, that nothing contained in Section 9.1 or this Section 9.2 shall (i) relieve any party from liability for any willful failure to comply with any covenant or agreement contained herein (and the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16, 11.17 11.17, 11.19 and 11.19 11.20 hereof shall apply to any such failure) ). Notwithstanding anything to the contrary set forth herein, no party shall have any liability to the other parties hereto arising out of any breach of a representation or (ii) affect the Confidentiality Agreement, which shall survive any termination of warranty as set forth in this Agreement or in accordance with any Ancillary Instrument, if such party had Knowledge of such breach prior to the Confidentiality Agreement's terms and conditionsclosing; provided, however, this provision shall not apply in the case of any intentional misrepresentation or fraud on the part of the party in breach.

Appears in 1 contract

Samples: Asset Exchange Agreement (Triple Crown Media, Inc.)

Liabilities Upon Termination. Except for the terms of Section 11.2 SECTION 4.5 hereof (and, to the extent relevant thereto, the terms of Sections 8.2SECTIONS 10.4, 11.410.5, 11.510.6, 11.610.7, 11.710.13, 11.1410.14, 11.16, 11.17 10.17 and 11.19 10.18 hereof), which shall survive any termination of this Agreement, upon the termination of this Agreement pursuant to Section 9.1 SECTION 8.1 hereof, this Agreement shall forthwith become null and void, and no party hereto or any of its officers, directors, partners, employees, agents, consultants, stockholders or principals shall have any rights, liabilities or obligations hereunder or with respect hereto; provided, however, that nothing contained in Section 9.1 SECTION 8.1 or this Section 9.2 SECTION 8.2 shall (i) relieve any party from liability for any willful failure to comply with any covenant or agreement contained herein (and the terms of Sections 8.2SECTIONS 10.4, 11.410.5, 11.510.6, 11.610.7, 11.710.13, 11.1410.14, 11.16, 11.17 10.17 and 11.19 10.18 hereof shall apply to any such failure) or (ii) affect the Confidentiality Agreement, which shall survive any termination of this Agreement in accordance with the Confidentiality Agreement's terms and conditions.

Appears in 1 contract

Samples: Equity Purchase Agreement (Federal Mogul Corp)

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Liabilities Upon Termination. Except for the terms of Section 11.2 hereof (and, to the extent relevant thereto, the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16, 11.17 and 11.19 hereof), which shall survive any termination of this Agreement, upon the termination of this Agreement pursuant to Section 9.1 hereof, hereof this Agreement shall forthwith become null and void, and no party hereto or any of its officers, directors, employees, agents, consultants, stockholders or principals shall have any rights, liabilities or obligations hereunder or with respect hereto; provided, however, that nothing contained in Section 9.1 or this Section 9.2 shall (i) relieve any party from liability for any willful failure to comply with any covenant or agreement contained herein (and the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16, 11.17 and 11.19 hereof shall apply to any 41 such failure) or (ii) affect the Confidentiality AgreementLOI, which shall survive any termination of this Agreement in accordance with the Confidentiality AgreementLOI's terms and conditions.

Appears in 1 contract

Samples: Asset Exchange Agreement (Liberty Group Publishing Inc)

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