No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminate. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Us Industries Inc), Agreement and Plan of Merger (Zurn Industries Inc), Stock Option Agreement (Penney J C Co Inc)
No Remedy in Certain Circumstances. Each party Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an any action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.9 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Orion Ethanol, Inc), Agreement and Plan of Merger (Magnum Hunter Resources Inc), Agreement and Plan of Merger (Vista Energy Resources Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article VII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 5.6 hereof or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lennox International Inc), Agreement and Plan of Merger (Service Experts Inc), Agreement and Plan of Merger (Lennox International Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminateterminate pursuant to Article VIII hereof. Except as otherwise 41 50 contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hadco Acquisition Corp Ii), Agreement and Plan of Merger (Continental Circuits Corp), Agreement and Plan of Merger (Hadco Acquisition Corp Ii)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein in this Agreement shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminate. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment. [The remainder of this page is intentionally left blank.]
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Multi Solutions Inc), Agreement and Plan of Merger (Wi-Tron, Inc.), Agreement and Plan of Merger (Multi Solutions Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Merger Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Merger Agreement or makes the Merger Agreement impossible to perform in which case this Merger Agreement shall terminateterminate pursuant to Article VII hereof. Except as otherwise contemplated by this Merger Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 5.3 hereof or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Uti Energy Corp), Agreement and Plan of Merger (Schlumberger LTD /Ny/)
No Remedy in Certain Circumstances. Each party Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.6 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Virginia Corp), Agreement and Plan of Merger (Panhandle Royalty Co)
No Remedy in Certain Circumstances. Each party Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an any action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to ARTICLE VII. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.8 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Remington Oil & Gas Corp), Agreement and Plan of Merger (Cal Dive International Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein in this Agreement shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article VIII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Medical Exchange Inc.), Agreement and Plan of Merger (Cell Power Technologies Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Transaction Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Transaction Agreement or makes the this Transaction Agreement impossible to perform perform, in which case this Transaction Agreement shall terminateterminate pursuant to Article VI hereof. Except as otherwise contemplated by this Transaction Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 4.1 hereof or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Transaction Agreement (Schlumberger LTD /Ny/), Transaction Agreement (Camco International Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article IX hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 6.6 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Merger Agreement (Oneok Inc), Agreement (Western Resources Inc /Ks)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article VII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Confidentiality Agreement or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Evergreen Resources Inc), Agreement and Plan of Merger (Prologis Trust)
No Remedy in Certain Circumstances. Each party Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an any action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to ARTICLE VII. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.9 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magnum Hunter Resources Inc), Agreement and Plan of Merger (Cimarex Energy Co)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminate. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under this Agreement or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Merger Agreement (Afh Acquisition Iv, Inc.), Agreement and Plan of Merger (Borneo Resource Investments Ltd.)
No Remedy in Certain Circumstances. Each party Party agrees that, that should any court or other competent authority Governmental Authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an any action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order Order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.9 or did not in good faith seek to resist or object to the imposition or entering of such order Order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Basic Energy Services Inc), Agreement and Plan of Merger (Grey Wolf Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 5.9 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tide West Oil Co), Agreement (Heftel Broadcasting Corp)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions provision and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement this agreement impossible to perform perform, in which case this Agreement shall terminatebe terminated pursuant to Article VIII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an any action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 6.3(a) or (b) or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oneok Inc /New/), Agreement and Plan of Merger (Southwest Gas Corp)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein in this Agreement shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article VIII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment. [The remainder of this page is intentionally left blank.]
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barpoint Com Inc), Agreement and Plan of Merger (New Mountaintop Corp)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Merger Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Merger Agreement or makes the Merger Agreement impossible to perform in which case this Merger Agreement shall terminate. Except as otherwise contemplated by this Merger Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 5.03 hereof or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conversion Services International Inc), Agreement and Plan of Merger (Conversion Services International Inc)
No Remedy in Certain Circumstances. Each party Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.5 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Resolute Energy Corp), Stock Purchase and Sale Agreement (Dune Energy Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminateterminate pursuant to Article IX hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (G I Holdings Inc), Agreement and Plan of Merger (U S Intec Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach Material Breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminate. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under the Confidentiality Agreement or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Walden Residential Properties Inc), Agreement and Plan of Merger (Walden Residential Properties Inc)
No Remedy in Certain Circumstances. Each party Party agrees that, that should any court or other competent authority Governmental Authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an any action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order Order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party did not in good faith seek to resist or object to the imposition or entering of such order Order or judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Internet America Inc), Agreement and Plan of Merger (KeyOn Communications Holdings Inc.)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein in this Agreement shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article VIII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment.. *** signatures appear on the following page ***
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tweeter Home Entertainment Group Inc), Agreement and Plan of Merger (Sound Advice Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminate. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under the Confidentiality Agreement or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spinnaker Exploration Co)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall will not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminatewill terminate pursuant to paragraph 7 hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party shall will not incur no any liability or obligation unless such party breached its obligation under paragraph 5.9 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chesapeake Energy Corp)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party shall not incur no any liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment.breached its obligations under
Appears in 1 contract
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein in this Agreement shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminate. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kushi Natural Foods Corp)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained con- tained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminateterminate pursuant to Article VII hereof. Except as otherwise expressly contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Physician Computer Network Inc /Nj)
No Remedy in Certain Circumstances. Each party Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article VII. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.3 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eagle Rock Energy Partners L P)
No Remedy in Certain Circumstances. Each party Party agrees that, should any court or other competent authority Governmental Authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an any action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order Order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.8 or did not in good faith seek to resist or object to the imposition or entering of such order Order or judgment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Todco)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void void, or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality legality, and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 6. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Entity, such party shall not incur no any liability or obligation unless such party breached its obligations hereunder or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.. 7.10
Appears in 1 contract
Samples: Agreement and Plan of Merger (Midland Resources Inc /Tx/)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 5.7 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminatebe terminated pursuant to Article VIII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an any action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 6.3 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
No Remedy in Certain Circumstances. Each party agrees that, that should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminateterminate pursuant to Article VII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Asset Purchase Agreement (Aros Corp)
No Remedy in Certain Circumstances. Each party Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that that, a party hereto Party took an action pursuant to an order or judgment of a court or other competent Governmental Authority, inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.4 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminateterminate pursuant to Article VII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 5.6 hereof or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.. 36 43 8.9
Appears in 1 contract
Samples: Execution Copy Agreement and Plan of Merger (Drilex International Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Merger Agreement or part hereof to be null, void or unenforceableunenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Merger Agreement or makes the Merger Agreement impossible to perform in which case this Agreement shall terminate. Except as otherwise contemplated by this Merger Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under this Merger Agreement or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Targeted Medical Pharma, Inc.)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article VII. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 5.8 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (American Exploration Co)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminateterminate pursuant to Article VII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 5.6 hereof or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.. 8.9
Appears in 1 contract
Samples: Conformed Copy Agreement and Plan of Merger (Baker Hughes Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 10. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 5.03 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Hs Resources Inc)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminate. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its Obligations under this Agreement that was the proximate cause of such order or judgment or did not in good faith seek to resist rescind or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Transaction Agreement (Avista Healthcare Public Acquisition Corp.)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminateterminate pursuant to Article VIII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall incur no liability or obligation unless such party did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
No Remedy in Certain Circumstances. Each party Party agrees that, that should any court or other competent authority Governmental Authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an any action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article VII. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order Order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.9 or did not in good faith seek to resist or object to the imposition or entering of such order Order or judgment.
Appears in 1 contract
No Remedy in Certain Circumstances. Each party Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminateterminate pursuant to Article 7. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authorityGovernmental Authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under Section 5.3 or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patina Oil & Gas Corp)
No Remedy in Certain Circumstances. Each party Party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party Party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the this Agreement impossible to perform perform, in which case this Agreement shall terminate. Except as otherwise contemplated by this Agreement, to the extent that a party hereto Party took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party Party shall not incur no any liability or obligation unless such party Party breached its obligations under the Confidentiality Agreement or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Business Combination Agreement (KLR Energy Acquisition Corp.)
No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes the Agreement impossible to perform in which case this Agreement shall terminateterminate pursuant to Article VII hereof. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur no any liability or obligation unless such party breached its obligations under Section 5.2 hereof or did not in good faith seek to resist or object to the imposition or entering of such order or judgment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arch Petroleum Inc /New/)
