Common use of Manner and Effect of Termination Clause in Contracts

Manner and Effect of Termination. Any party terminating this Agreement pursuant to any of Section 7.2, Section 7.3 or Section 7.4 shall give written notice of such termination to the other party in accordance with this Agreement, which written notice shall specify the provision or provisions hereof pursuant to which such termination is being effected. If this Agreement is terminated pursuant to this Article VII, it shall become void and of no further force and effect, with no Liability on the part of any party to this Agreement (or any Parent Related Party or Company Related Party) other than as provided in Section 7.6; provided, that notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 5.3(b), Section 5.10, Section 5.11, the final sentence of Section 5.12(b), this Section 7.5, Section 7.6, Article VIII, the Limited Guarantee, the Pledge and Security Agreement and the Confidentiality Agreements shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Feldenkreis George), Agreement and Plan of Merger (Perry Ellis International, Inc)

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Manner and Effect of Termination. Any party terminating this Agreement pursuant to any of Section 7.2, Section 7.3 or Section 7.4 shall give written notice of such termination to the other party in accordance with this Agreement, which written notice shall specify the provision or provisions hereof pursuant to which such termination is being effected. If this Agreement is terminated pursuant to this Article VII, it shall become void and of no further force and effect, with no Liability liability on the part of any party to this Agreement (or any Parent Related Party shareholder, director, officer, employee, agent or Company Related PartyRepresentative of such party) other than except as provided in Section 7.6; providedcontemplated by the next sentence and except that no such termination shall relieve any party of liability for (a) the Willful and Material Breach by any party to perform its obligations, that notwithstanding anything to (b) the contrary Willful and Material Breach by any party of its representations or warranties contained in this Agreement or (c) fraud. The provisions of the Confidentiality Agreement, this Section 7.5, and the provisions of Section 5.3(b) (Access; Confidentiality), Section 5.105.9 (Public Announcements), Section 5.11, the final sentence of Section 5.12(b), this Section 7.5, Section 7.6, 7.6 (Termination Payment) and Article VIII, the Limited Guarantee, the Pledge and Security Agreement and the Confidentiality Agreements VIII (Miscellaneous) shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lexmark International Inc /Ky/), Agreement and Plan of Merger (Kofax LTD)

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Manner and Effect of Termination. Any party terminating this Agreement pursuant to any of Section 7.2, Section 7.3 or Section 7.4 shall give written notice of such termination to the other party in accordance with this Agreement, which written notice shall specify the provision or provisions hereof pursuant to which such termination is being effected. If this Agreement is terminated pursuant to this Article VII, it shall become void and of no further force and effect, with no Liability on the part of any party to this Agreement (or any Parent Related Party or Company Related Party) other than as provided in Section 7.6; provided, that notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 5.3(b), Section 5.10, Section 5.11, the final sentence second and last sentences of Section 5.12(b), this Section 7.5, Section 7.6, Article VIII, the Limited Guarantee, the Pledge and Security Agreement Guarantee and the Confidentiality Agreements Agreement shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emdeon Inc.)

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