Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 7 contracts
Samples: Agreement and Plan (Lsi Logic Corp), Agreement and Plan (Lsi Logic Corp), Agreement and Plan of Reorganization (Network General Corporation)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Merger (Primus Knowledge Solutions Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 6.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.16.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.26.2, Section 7.3 6.3 and Article 8 7 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (Terra Tech Corp.), Share Exchange Agreement (Soefl Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Technoconcepts, Inc.), Agreement and Plan of Reorganization (Dtomi Inc), Agreement and Plan of Reorganization (Supergen Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect; provided, except however, that (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous), each of which Section 9 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger and Reorganization (Lipson David S), Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.5(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for damages for fraud in connection with, or any intentional or willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 4 contracts
Samples: Implementation Agreement, Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Holding Co. Ltd.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.. 7.3
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Red Brick Systems Inc), Exhibit 2 Agreement (Transcend Therapeutics Inc), Agreement and Plan of Reorganization (Informix Corp)
Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement or the Option Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effecteffect and no party shall have any further liability or obligation to the other parties hereto, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3, and Article 8 (miscellaneousSection 6.2(c), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Acquisition Agreement (Mojave Southern Inc), Acquisition Agreement (Mojave Southern Inc), Acquisition Agreement (Mojave Southern Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in the last sentence of Section 5.3, this Section 7.28.2, Section 7.3 8.3, Sections 9.4, 9.5, 9.6, 9.10, 9.11 and Article 8 (miscellaneous)9.12, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, the Stock Option Agreement or the Technology Option Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Stanford Telecommunications Inc), Agreement and Plan of Merger (Stanford Telecommunications Inc), Agreement and Plan of Merger (Newbridge Networks Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 7.01 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 7.2Sections 7.02, Section 7.3 7.03 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement8.01 hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Desktop Data Inc), Agreement and Plan of Merger and Reorganization (Desktop Data Inc), Agreement and Plan of Merger and Reorganization (Individual Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sciquest Inc), Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4, this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Mede America Corp /)
Notice of Termination; Effect of Termination. Any (a) Subject to Sections 7.2(b) and (c), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Softdesk Inc), Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party Parent or Company to the other parties heretoparty. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for damages for common law fraud in connection with, or any intentional or willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Non-Disclosure Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Sonic Solutions/Ca/), Agreement and Plan of Merger (Divx Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.3, this Section 7.29.2, Section 7.3 9.3 and Article 8 X (miscellaneous), each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan (Spectrian Corp /Ca/), Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/), Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties heretohereto (or such later time as may be contemplated by Sections 7.1(b), (d), (e)). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effecteffect and no party hereto shall have any liability hereunder, except (i) as set forth in Section 5.5(a), this Section 7.2, Section 7.3 7.3, and Article 8 IX (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination This Section 7.2 shall not impair the right of this Agreement shall affect the any party to compel specific performance by another party of its obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termshereunder.
Appears in 3 contracts
Samples: V Agreement and Plan of Merger (Inovio Biomedical Corp), Agreement and Plan of Merger (Inovio Biomedical Corp), Agreement and Plan of Merger (Inovio Biomedical Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein (including Section 8.1) shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.2(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (Paravant Inc), Agreement and Plan of Merger (Paravant Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 hereof and Article 8 (miscellaneous)IX hereof, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for fraud or any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (NPS Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intellisync Corp), Agreement and Plan of Reorganization (Compaq Computer Corp), Agreement and Plan of Reorganization (Speechworks International Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mediabin Inc), Agreement and Plan of Merger (Interwoven Inc), Agreement and Plan of Merger (Imanage Inc)
Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 Sections 5.1(c), 5.1(d), 8.3 and Article 8 X (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Yurie Systems Inc), Agreement and Plan Of (Esperion Therapeutics Inc/Mi), Agreement and Plan of Merger and Reorganization (Yurie Systems Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Neoforma Com Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be become void and of no further force or effecteffect with no liability on the part of any party hereto, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)ARTICLE 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Technology Corp), Agreement and Plan of Merger (Symantec Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.2(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Management Systems Inc), Agreement and Plan of Merger (Cgi Group Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Millennium Ethanol, LLC), Agreement and Plan of Merger (US BioEnergy CORP)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall will be of no further force or effect, except (i) as set forth in Section 8.4 this Section 7.2, 10.2 and Section 7.3 10.3 and Article 8 (miscellaneous)XII, each of which shall will survive the termination of this Agreement, Agreement and (ii) nothing herein shall will relieve any party from liability for any willful material breach of this Agreement. No termination of this Agreement shall will affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall will survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Business Objects Sa), Agreement and Plan of Merger (Crystal Decisions Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effecteffect and there shall be no further liability on the part of any of the parties, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tarantella Inc), Agreement and Plan of Merger (Scientific Technologies Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Voting Agreement (Identix Inc), Agreement and Plan of Merger (Visionics Corp)
Notice of Termination; Effect of Termination. Any Subject to Sections 9.1(j), any termination of this Agreement under Section 7.1 9.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except that (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 X (miscellaneous), each of which General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Combination Agreement (Phelps Dodge Corp), Combination Agreement (Inco LTD)
Notice of Termination; Effect of Termination. Any Subject to Sections 8.1(j) and (k), any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except that (i) as set forth in this Section 7.26.1(a), Section 7.3 8.2, Section 8.3 and Article 8 IX (miscellaneous), each of which General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.. 8.3
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of from the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Extended Systems Inc), Agreement and Plan of Reorganization (Palm Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Excite Inc), Agreement and Plan of Reorganization (At Home Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties heretoparty hereto or, in the case of termination pursuant to Section 8.1(a), at such time as set forth in such mutual written consent. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.2, Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Science Applications International Corp), Stock Purchase Agreement (Science Applications International Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Overture Services Inc)
Notice of Termination; Effect of Termination. Any proper -------------------------------------------- termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.2, this Section 7.28.2, Section 7.3 8.3, Section 8.4 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Palo Alto Acquisition CORP), Stock Purchase Agreement (Nstor Technologies Inc)
Notice of Termination; Effect of Termination. Any Subject to Sections 7.1(b), (c) and (j), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except that (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which Miscellaneous) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Resource Capital Fund v L.P.), Agreement and Plan of Merger (Uranium Resources Inc /De/)
Notice of Termination; Effect of Termination. Any Except as otherwise set forth in Section 7.1(g), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Probusiness Services Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.01 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.01, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.03, this Section 7.28.02, Section 7.3 8.03 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GigOptix, Inc.), Agreement and Plan of Merger (Endwave Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneousgeneral provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Andover Net Inc), Agreement and Plan of Reorganization (Va Linux Systems Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)10, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 6.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.16.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.26.2, Section 7.3 6.3 and Article 8 Section 7 (miscellaneous"General Provisions"), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Radix Marine Inc), Agreement and Plan of Merger (Modern MFG Services Inc)
Notice of Termination; Effect of Termination. Any Except as otherwise provided in this Agreement, any termination of this Agreement under pursuant to Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.23.23, Section 7.3 8.2, Section 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Secure Computing Corp), Agreement and Plan of Merger (Cyberguard Corp)
Notice of Termination; Effect of Termination. Any termination of this ------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Egghead Com Inc), Agreement and Plan of Merger (Onsale Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Secure Computing Corp), Agreement and Plan of Merger (N2h2 Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.5(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Exhibit 1 (Occam Networks Inc), Agreement and Plan of Merger (Accelerated Networks Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermo Electron Corp), Agreement and Plan of Merger (Thermo Cardiosystems Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for damages for fraud in connection with, or any intentional or willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verigy Ltd.), Agreement and Plan of Merger (Credence Systems Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effecteffect and there shall be no liability or obligation on the part of Parent or the Company or their respective Subsidiaries, officers or directors, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve with respect to any liabilities or damages incurred or suffered by a party from liability for as a result of fraud or the intentional and material breach by the other party of any willful breach of its representations, warranties, covenants or other agreements set forth in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Microsystems, Inc.), Agreement and Plan of Merger (Seebeyond Technology Corp)
Notice of Termination; Effect of Termination. Any Except to the extent provided in Section 7.1(g), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Novadigm Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful material breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Inktomi Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreement or the Stock Option Agreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.. 7.3
Appears in 2 contracts
Samples: 27 Agreement and Plan (CKS Group Inc), Exhibit 1 Agreement and Plan of Reorganization (Usweb Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.3(a), this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party to this Agreement from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.5(b), Section 7.3 8.11, Section 8.12, Section 10.2, Section 10.3 and Article 8 (miscellaneous)11, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Onhealth Network Co)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Digital Information Corp), Agreement and Plan of Merger (Quantum Corp /De/)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, and all further obligations of the parties shall terminate without further liability of any such party, except (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)10, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Art Technology Group Inc), Agreement and Plan of Merger (Art Technology Group Inc)
Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)Section 8, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Critical Corp), Agreement and Plan of Merger (Data Critical Corp)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.3(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)9, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neon Systems Inc), Agreement and Plan of Merger (Progress Software Corp /Ma)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, except (i) as set forth in Section 5.5, this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termsthe terms of the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Covansys Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this AgreementAgreement (including without limitation Section 5.4 hereof). No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Quantum Corp /De/), Agreement and Plan of Reorganization (Atl Products Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will shall be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.1(a), Section 6.2, this Section 7.28.2, Section 7.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Marvell Technology Group LTD), Asset Purchase Agreement (Qlogic Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Non-disclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Microsystems, Inc.), Agreement and Plan of Merger (Storage Technology Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (EPIX Pharmaceuticals, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, and as set forth in Section 7.3 and Article 8 VIII (miscellaneous)General Provisions) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties hereto contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect; PROVIDED, except HOWEVER, that (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous), each of which Section 9 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.. 8.3
Appears in 1 contract
Samples: Agreement and Plan of Merger And (First Consulting Group Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Colonial Gas Co)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this AgreementARTICLE 1Xhereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall be of no further force or effecteffect and the Transaction shall be abandoned, except (i) as set forth in this Section 7.210.2, Section 7.3 10.3 and Article 8 XI (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in Escrow Agreement with respect to the Confidentiality AgreementInitial Deposit, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 11.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.111.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.2(a), Section 6.9(a), this Section 7.211.2, Section 7.3 11.3 and Article 8 (miscellaneous)Section 14, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this AgreementAgreement or willful failure to fulfill any condition set forth in this Agreement prior to such termination. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any -------------------------------------------- termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Energynorth Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section Sections 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this AgreementVIII hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 VIII (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.2(a), Section 5.3, this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (iib) that nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreements and Standstill Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flextronics International LTD)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 9.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect; PROVIDED, except HOWEVER, that (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous), each of which Section 10 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 IX (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4, this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 6.1 above will shall be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In Subject to the event provisions of the termination of Section 6.3, if this Agreement as provided is terminated in accordance with Section 7.16.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of no further force Parent, Merger Sub or effectthe Company or their respective officers, except (i) as set forth in directors, stockholders or Affiliates; provided, however, that each party hereto shall remain liable for any knowing and intentional breaches of this Agreement prior to its termination; and provided, further, that the Confidentiality Agreement and the provisions of Section 4.10, this Section 7.26.2, Section 7.3 6.3 and Article 8 (miscellaneous), each of which but excluding Section 8.1) shall remain in full force and effect and survive the any termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any Except as otherwise set forth in Section 7.1(g), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortune Industries, Inc.)
Notice of Termination; Effect of Termination. Any (a) Subject to Section 7.02(b), any termination of this Agreement under Section 7.1 7.01 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.01, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of no further force any party hereto or effectany of its respective affiliates, directors, officers or stockholders except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, and in Section 5.03 (Confidentiality), Section 7.03 (Fees and Expenses) hereof, this Section 7.02 and Article VIII, all of which obligations shall remain in full force and effect and survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Act Manufacturing Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties heretoparty hereto (taking into consideration any cure periods provided in Section 9.1). In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.2(a), this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party to this Agreement from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.01 above will be effective immediately upon the delivery of written notice of by the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 7.2Sections 8.02, Section 7.3 8.03 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement9.01 hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (V I Technologies Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall be of no further force or effect; provided, except however, that (i) as set forth in this Section 7.210.2, Section 7.3 10.3 and Article 8 (miscellaneous), each of which Section 11 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Mutual Nondisclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)9, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementSection 5.2 hereof, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.3(a), this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)ARTICLE X, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for fraud or any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in this Section 7.2, Section 7.3 and Article 8 Section 9 (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rosetta Inpharmatics Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or shareholders except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms; provided that such Confidentiality Agreement shall not be deemed to prohibit such public disclosure as may be required by applicable law or regulations.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in this Section 7.26.3(a), Section 7.3 9.2, Section 9.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party to this Agreement from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any Except as otherwise provided in this Agreement, any termination of this Agreement under pursuant to Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful fraud or any material breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, and as set forth in Section 7.3 and Article 8 VIII (miscellaneous)) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties hereto contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sun Microsystems Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of a valid written notice -85- C:\WINDOWS\temp\Merger Agreement.doc (265888) of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall be of no further force or effect, except (ia) as set forth in this Section 7.210.2, Section 7.3 10.3 and Article 8 (miscellaneous), XI each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party or parties to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Sections 4.10 or 4.11, this Section 7.2, Section 7.3 7.2 and Article 8 X (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)9, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of such party's representations, warranties, covenants or agreements in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreements or the Stock Option Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rock Financial Corp/Mi/)
Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties Party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effecteffect and there shall be no liability to the other party hereunder in connection with this Agreement or the Transactions, except (i) as set forth in Section 4.7, and this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of of, or any intentional misrepresentation made in this AgreementAgreement prior to its termination. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Purchase Agreement Regarding (Alliance Semiconductor Corp /De/)
