Common use of Notice and Effect of Termination Clause in Contracts

Notice and Effect of Termination. (a) A party hereto that desires to validly terminate this Agreement pursuant to Section 7.1 (other than pursuant to Section 7.1(a)) shall give notice of such termination to the other party hereto, which shall be effective immediately upon the delivery of written notice of such termination to the other party. (b) In the event of the termination of this Agreement pursuant to Section 7.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, consultant or representative of such party or parties) to the other party or parties hereto, as applicable, except (i) for the terms of this Section 7.2, Section 7.3, and Article VIII (and any definitions contained in any such Section and Article), each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any willful or intentional breach of, or fraud in connection with, this Agreement.

Appears in 2 contracts

Samples: Acquisition Agreement (Ca, Inc.), Acquisition Agreement (Rally Software Development Corp)

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Notice and Effect of Termination. (a) A party hereto that desires to validly terminate this Agreement pursuant to Section 7.1 (other than pursuant to Section 7.1(a)) or Section 7.2 shall give notice of such termination to the other party hereto, which which, if a valid termination pursuant to the terms of this Agreement, shall be effective immediately upon the delivery of written notice of such termination to the other party. (b) In the event of the termination of this Agreement pursuant to Section 7.17.1 or Section 7.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, affiliate, consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (i) for the terms of Section 6.15, this Section 7.27.3, Section 7.37.4, and Article VIII (and any definitions contained in any such Section and Article), each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any material and willful or intentional breach of, or fraud in connection with, this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Fusion-Io, Inc.), Merger Agreement (Sandisk Corp)

Notice and Effect of Termination. (a) A party hereto that desires to validly terminate this Agreement pursuant to Section 7.1 (other than pursuant to Section 7.1(a)) or Section 7.2 shall give notice of such termination to the other party hereto, which which, if a valid termination pursuant to the terms of this Agreement, shall be effective immediately upon the delivery of written notice of such termination to the other party. (b) In the event of the termination of this Agreement pursuant to Section 7.17.1 or Section 7.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, Affiliate, consultant or other representative of such party or parties) to the other party or parties heretohereto or to any of the Financing Parties, as applicable, except (i) for the terms of Section 6.14, this Section 7.27.3, Section 7.37.4, and Article VIII (and any definitions contained in any such Section and Article), each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any willful or intentional breach of, or fraud in connection with, this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Lattice Semiconductor Corp)

Notice and Effect of Termination. (a) A party hereto that If Parent or the Company desires to validly terminate this Agreement pursuant to Section 7.1 (other than pursuant to Section 7.1(a)) ), such party shall give notice of such termination to the other party heretoparty, which which, notwithstanding Section 8.5, shall be effective immediately upon the delivery of written notice of such termination to the other party. (b) In the event of the termination of this Agreement pursuant to Section 7.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, consultant or representative Representative of such party or parties) to the other party or parties hereto, as applicable, except (i) for the terms of this Section 7.2, Section 7.3, and Article VIII (and any definitions contained of terms used in any such Section and or Article), each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any willful or intentional breach of, or fraud in connection with, this Agreement.any

Appears in 1 contract

Samples: Merger Agreement (Fx Energy Inc)

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Notice and Effect of Termination. (a) A party hereto that desires to validly terminate this Agreement pursuant to Section 7.1 (other than pursuant to Section 7.1(a)) or Section 7.2 shall give notice of such termination to the other party hereto, which shall be effective immediately upon the delivery of written notice of such termination to the other party. (b) In the event of the termination of this Agreement pursuant to Section 7.17.1 or Section 7.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, consultant or representative of such party or parties) to the other party or parties hereto, as applicable, except (i) for the terms of this Section 7.27.3, Section 7.37.4, and Article VIII (and any definitions contained in any such Section and Article), each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any willful or intentional breach of, or fraud in connection with, this Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Salesforce Com Inc)

Notice and Effect of Termination. (a) A party hereto that desires to validly terminate this Agreement pursuant to Section 7.1 (other than pursuant to Section 7.1(a)) shall give notice of such termination to the other party hereto, which shall be effective immediately upon the delivery of written notice of such termination to the other party. (b) In the event of the termination of this Agreement pursuant to Section 7.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, consultant or representative of such party or parties) to the other party or parties hereto, as applicable, except except (i) for the terms of this Section 7.2, Section 7.3, and Article VIII (and any definitions contained in any such Section and Article), each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any willful or intentional and material breach of, or fraud in connection with, this Agreement. Nothing shall limit to prevent any party from exercising any rights or remedies it may have under Section 8.12 in lieu of termination this Agreement pursuant to Section 7.1.

Appears in 1 contract

Samples: Acquisition Agreement (Dot Hill Systems Corp)

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