Method of Termination; Effect of Termination. (a) Any such right of termination hereunder shall be exercised by written notice of termination given by the terminating party to the other parties hereto in the manner hereinafter provided in Section 10.02. Any such right of termination shall not be an exclusive remedy hereunder but shall in addition to any other legal or equitable remedies that may be available to any non-defaulting party hereto arising out of any default hereunder by any other party hereto. (b) Except as provided in Section 10.01, in the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of any of the parties hereto or any of their respective officers or directors and all rights and obligations of any party hereto shall cease, except for (i) fraud and (ii) as set forth in Section 9.03; PROVIDED, HOWEVER, that nothing herein shall relieve any party from liability for, or be deemed to waive any rights of specific performance of this Agreement available to a party by reason of, any intentional breach by the other party or parties of this Agreement.
Appears in 2 contracts
Samples: Recapitalization Agreement and Plan of Merger (Equitrac Corporation), Recapitalization Agreement and Plan of Merger (Equitrac Corporation)
Method of Termination; Effect of Termination. (a) Any such right of termination hereunder shall be exercised by advance written notice of termination given by the terminating party to the other parties hereto in the manner hereinafter provided in Section 10.029.2 hereof. Any such right of termination shall not be an exclusive remedy hereunder but shall be in addition to any other legal or equitable remedies that may be available to any non-defaulting party hereto arising out of any default hereunder by any other party hereto.
(b) Except as provided in Section 10.01, in In the event of the termination of this Agreement is properly terminated pursuant to Section 9.018.1 hereof, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of any of the parties hereto or any of their respective officers or directors and all rights and obligations of any party hereto shall ceasecease (except in each case the provisions of Section 8.3 hereof and the provisions of Article IX hereof, except for (i) fraud and (ii) as set forth in Section 9.03each of which shall survive such termination); PROVIDEDprovided, HOWEVERhowever, that nothing herein shall relieve any party hereto from liability for, or be deemed to waive any rights of the parties hereto to specific performance of this Agreement or any of the other Transaction Agreements available to a party them by reason of, any intentional pre-termination breach by of this Agreement or any of the other party or parties of this AgreementTransaction Agreements.
Appears in 2 contracts
Samples: Merger Agreement (OCM Principal Opportunities Fund IV, LP), Merger Agreement (Nevada Chemicals Inc)
Method of Termination; Effect of Termination. (a) Any such right of termination hereunder shall be exercised by written notice of termination given by the terminating party to the other parties hereto in the manner hereinafter provided in Section 10.027.3. Any such right of termination shall not be an exclusive remedy hereunder but shall except as provided in addition to any other legal or equitable remedies that may be available to any non-defaulting party hereto arising out of any default hereunder by any other party heretoSection 7.2(b) below.
(b) Except as provided for the agreements contained in Section 10.015.2, 5.3(b), 5.7, 7.3 this Section 7.2 and Article 8, in the event of the termination of this Agreement pursuant to Section 9.01Agreement, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of any of the parties hereto or any of their respective officers or directors and all rights and obligations of any party hereto shall cease, except for (i) fraud and (ii) as set forth in Section 9.03fraud; PROVIDED, HOWEVER, that nothing herein shall relieve any party from liability for, or be deemed to waive any rights of specific performance of this Agreement available to a party by reason of, any intentional willful breach by the other party or parties of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Aon Corp)
Method of Termination; Effect of Termination. (a) Any such right of termination hereunder shall be exercised by advance written notice of termination given by the terminating party to the other parties hereto in the manner hereinafter provided in Section 10.02. Any such right of termination shall not be an exclusive remedy hereunder but shall be in addition to any other legal or equitable remedies that may be available to any non-defaulting party hereto arising out of any default hereunder by any other party hereto.
(b) Except as provided in Section 10.01, in the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of any of the parties hereto or any of their respective officers or directors and all rights and obligations of any party hereto shall cease, except for (i) fraud and (ii) as set forth in Section 9.03; PROVIDEDprovided, HOWEVERhowever, that nothing herein shall relieve any party from liability for, or be deemed to waive any rights of specific performance of this Agreement available to a party by reason ofany other party, any to the extent the matter giving rise to such termination has been finally judicially determined to be fraud or an intentional breach by the other party or parties of this Agreement.
Appears in 1 contract
Samples: Recapitalization Agreement and Plan of Merger (Cornerstone Equity Investors Iv Lp)
Method of Termination; Effect of Termination. (a) Any such right of termination hereunder shall be exercised by advance written notice of termination given by the terminating party to the other parties hereto in the manner hereinafter provided in Section 10.02. Any such right of termination shall not be an exclusive remedy hereunder but shall be in addition to any other legal or equitable remedies that may be available to any non-defaulting party hereto arising out of any default hereunder by any other party hereto.
(b) Except as provided in Section 10.01, in the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of any of the parties hereto or any of their respective officers or directors and all rights and obligations of any party hereto shall cease, except for (i) fraud and (ii) as set forth in Section 9.03; PROVIDEDprovided, HOWEVERhowever, that nothing herein shall relieve any party from liability for, or be deemed to waive any rights of specific performance of this Agreement available to a party by reason of, any intentional breach by the other party or parties of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Mikasa Inc)
Method of Termination; Effect of Termination. (a) Any such right of termination hereunder shall be exercised by written notice of termination given by the terminating party Party to the other parties Parties hereto in the manner hereinafter provided in Section 10.029.03. Any such right of termination shall not be an exclusive remedy hereunder but shall be in addition to any other legal or equitable remedies that may be available to any non-defaulting party Party hereto arising out of any default hereunder by any other party Party hereto.
(b) Except as provided in Section 10.019.01, in the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of any of the parties Parties hereto or any of their respective officers or directors and all rights and obligations of any party Party hereto shall cease, except for (i) fraud and (ii) as set forth in Section 9.038.03; PROVIDEDprovided, HOWEVERhowever, that nothing herein shall relieve any party Party from liability for, or be deemed to waive any rights of specific performance of this Agreement available to a party Party by reason of, of any intentional breach by the other party Party or parties Parties of this Agreement.
Appears in 1 contract
Method of Termination; Effect of Termination. (a) Any such right of termination hereunder shall be exercised by advance written notice of termination given by the terminating party to the other parties hereto in the manner hereinafter provided in Section 10.02. Any such right of termination shall not be an exclusive remedy hereunder but shall be in addition to any other legal or equitable remedies that may be available to any non-defaulting party hereto arising out of any default hereunder by any other party hereto.
(b) Except as provided in Section 10.01, in the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of any of the parties hereto or any of their respective officers or directors and all rights and obligations of any party hereto shall cease, except for (i) fraud and (ii) as set forth in Section 9.03; PROVIDED, HOWEVER, that nothing herein shall relieve any party from liability for, or be deemed to waive any rights of specific performance of this Agreement available to a party by reason ofany other party, any to the extent the matter giving rise to such termination has been finally judicially determined to be fraud or an intentional breach by the other party or parties of this Agreement.
Appears in 1 contract
Samples: Recapitalization Agreement and Plan of Merger (Westaff Inc)