Common use of No Liabilities in Event of Termination Clause in Contracts

No Liabilities in Event of Termination. If this Agreement is terminated as provided in Section 12.1, then this Agreement shall forthwith become wholly void and of no further force and effect, and there shall be no liability under this Agreement on the part of the Parties, except that the respective obligations of the Parties under the last sentence of Section 6.1 and the provisions of Section 12.2 and Article 13 (and the Confidentiality Agreement) shall remain in full force and effect; provided, however, that termination of this Agreement pursuant to Sections 12.1(d) or 12.1(e) shall not in any way limit or restrict the rights or remedies of any Party, as provided under this Agreement, against any other Party that has breached this Agreement prior to the termination hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (GAIN Capital Holdings, Inc.)

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No Liabilities in Event of Termination. If this Agreement is terminated as provided in Section 12.111.1, then this Agreement shall forthwith become wholly void and of no further force and effect, and there shall be no liability under this Agreement on the part of Seller or Buyer, except pursuant to the Letter of Interest dated August 6, 2014, as amended August 26, 2014 among the Parties, and except that the respective obligations of Seller or Buyer, as the Parties case may be, under the last sentence of Section 6.1 Sections 11.2(b), 11.2(c), 12.1 and the provisions of Section 12.2 and Article 13 12.9 (and the Confidentiality Agreement) shall remain in full force and effect; provided, however, effect and except that termination of this Agreement pursuant to Sections 12.1(d) or 12.1(e) shall not in relieve any way limit Party from liabilities for damages incurred or restrict suffered by the rights or remedies other Party as a result of any fraud, or willful and material breach of any of such Party’s representations, as provided under warranties, or covenants set forth in this Agreement, against any other Party that has breached this Agreement prior to the termination hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Andersons Inc)

No Liabilities in Event of Termination. If this Agreement is terminated as provided in Section 12.110.1, then this Agreement shall forthwith become wholly void and of no further force and effect, and there shall be no liability under this Agreement on the part of the Parties, except that the respective obligations of the Parties under the last sentence of Section 6.1 4.1(c) and the provisions of Section 12.2 10.2 and Article 13 11 (and the Confidentiality Agreement) shall remain in full force and effect; provided, however, that termination of this Agreement pursuant to Sections 12.1(d) or 12.1(e) shall not in any way limit relieve either Party from liabilities for damages incurred or restrict suffered by the rights or remedies other Party as a result of any willful and material breach prior to such termination of any of such Party’s representations, as provided under warranties or covenants set forth in this Agreement, against any other Party that has breached this Agreement prior to the termination hereof.

Appears in 1 contract

Samples: Unit Purchase Agreement (Constellium N.V.)

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No Liabilities in Event of Termination. If this Agreement is terminated as provided in Section 12.110.1, then this Agreement shall forthwith become wholly void and of no further force and effect, and there shall be no liability under this Agreement on the part of the Parties, except that the respective obligations of the Parties under the last sentence of Section 6.1 4.1 and the provisions of Section 12.2 Sections 10.2, 11.1 and Article 13 11.8 (and the Confidentiality Agreement) shall remain in full force and effect; provided, however, that termination of this Agreement pursuant to Sections 12.1(d) or 12.1(e) shall not in relieve any way limit Party from liabilities for damages incurred or restrict suffered by the rights or remedies other Party as a result of any willful and material breach of any of such Party’s representations, as provided under warranties or covenants set forth in this Agreement, against any other Party that has breached this Agreement prior to the termination hereof.

Appears in 1 contract

Samples: Master Purchase Agreement (Manitowoc Co Inc)

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