Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 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 7.1, 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, 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 (Inverness Medical Innovations Inc), Agreement and Plan of Merger (Primus Knowledge Solutions Inc), Agreement and Plan of Merger (Progress Software Corp /Ma)
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 88 (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 of Reorganization (Network General Corporation), Agreement and Plan of Reorganization (Network Associates Inc)
Notice of Termination; Effect of Termination. Any proper 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 87 (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 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, 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 Merger (Nannaco Inc), Agreement and Plan of Reorganization (Supergen 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 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 8VIII, 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 Ltd.)
Notice of Termination; Effect of Termination. Any proper 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, 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 (Individual Inc), Agreement and Plan of Merger and Reorganization (Desktop Data Inc)
Notice of Termination; Effect of Termination. Any proper 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 8Section 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 proper termination of this Agreement under Section 7.1 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 89.12, 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 (Newbridge Networks Corp), Agreement and Plan of Merger (Stanford Telecommunications Inc), Agreement and Plan of Merger (Newbridge Networks Corp)
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 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 88 (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 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 88 (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 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 8VIII, 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 (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp), Agreement and Plan of Merger (Sciquest 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 88 (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 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 proper 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, 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 (Safeguard Scientifics Inc Et Al), 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 proper 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 8VIII, 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 proper 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 8VIII, 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 (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization
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 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 8IX 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 proper 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 8IX, 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 proper 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 8X (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 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Yurie Systems Inc), Agreement and Plan of Merger and Reorganization (Yurie Systems Inc), Agreement and Plan Of (Esperion Therapeutics Inc/Mi)
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, 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 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 8VIII, 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 (Speechworks International Inc), Agreement and Plan of Reorganization (Compaq Computer Corp)
Notice of Termination; Effect of Termination. Any proper (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 88 (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 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 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 8VIII, 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 (Interwoven Inc), Agreement and Plan of Merger (Imanage Inc), Agreement and Plan of Merger (Mediabin 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 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 8VIII, 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 proper termination of this Agreement under Section 7.1 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 8X (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 proper termination of this Agreement under pursuant to Section 7.1 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 8IX, 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 proper 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 8Section 7 ("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 proper termination of this Agreement under pursuant to Section 7.1 will 3.2 hereof shall be effective immediately upon the delivery of written notice of by the terminating party to the other parties hereto, except for termination under Section 3.2(e) which shall occur automatically and without any further actions by any of the parties. In the event of the termination of this Agreement as provided in pursuant to Section 7.13.2 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.23.3, Section 7.3 3.4, Section 9.10, Section 12.2(a) and Article 8XIV hereof, each of which shall survive the termination of this AgreementAgreement without limitation, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination Agreement or invalidate the provisions 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 (News Corp LTD), Stock Purchase Agreement (Hughes Electronics Corp)
Notice of Termination; Effect of Termination. Any proper 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, each of which 8 (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 proper 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, each of which X (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 (Inco LTD), Combination Agreement (Phelps Dodge Corp)
Notice of Termination; Effect of Termination. Any proper 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, each of which IX (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 proper 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 the Transaction shall be abandoned, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8IX (General Provisions), each of which shall survive the termination of this Agreement, (ii) as set forth in Section 1.7 hereof with respect to the handling of the Deposit, 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: Securities Purchase Agreement (Frezer, Inc.), Securities Purchase Agreement (Quikbyte Software 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 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 8VIII, 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 proper 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 8VIII, 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 proper 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 8VIII, 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, 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 proper Other than with respect to termination pursuant to Section 7.1(h), 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. Any termination of this Agreement under Section 7.1(h) will be effective upon the later of delivery of a valid written notice of the Company to Parent and payment of the Termination fee described in Section 7.3(b). 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 8VIII, 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 (Cybersource Corp), Agreement and Plan of Merger (Visa 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 88 (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 proper 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 8VIII, 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 (Storage Technology Corp), Agreement and Plan of Merger (Sun Microsystems, 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 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 8VIII, 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 proper 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 8VIII, 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 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, 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 (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 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 810, 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 proper 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 8IX, 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 proper 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 8VIII, 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 proper 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 8VIII, 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 (Probusiness Services Inc), Agreement and Plan of Merger (Automatic Data Processing Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 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 8X, 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 proper 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 8XII, 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 proper 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 8VIII, 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 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, 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 proper 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 8VIII, 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 proper 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 8IX, 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 proper Except as otherwise provided in this Agreement, any termination of this Agreement under pursuant to Section 7.1 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 8IX, 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 proper termination of this Agreement under Section 7.1 will in accordance with the terms herein shall be effective immediately upon the delivery of a valid written notice of the terminating party Party to the other parties 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 Article IX, Article X and Article 8XI, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party Party from liability for any willful breach of this Agreement prior to valid termination of this Agreement. No termination of The Parties acknowledge that following the Closing, no Party shall have the right to terminate 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 termsfor any reason.
Appears in 2 contracts
Samples: Purchase Agreement (Palmsource Inc), Purchase Agreement (Palmone 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 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 88 (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 proper termination of this Agreement under Section 7.1 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 8IX, 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 Cardiosystems Inc), Agreement and Plan of Merger (Thermo Electron Corp)
Notice of Termination; Effect of Termination. Any proper 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 8IX, 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 (Quantum Corp /De/), Agreement and Plan of Merger (Advanced Digital Information Corp)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 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 8IX, 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 (Endwave Corp), Agreement and Plan of Merger (GigOptix, Inc.)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 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 89, 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 proper 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 88 (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 (At Home Corp), Agreement and Plan of Reorganization (Excite Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under pursuant to Section 7.1 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 8IX, 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 proper termination of this Agreement under Section 7.1 will 8.1 above 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 8X, 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 proper termination of -------------------------------------------- this Agreement under Section 7.1 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 7.1, 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 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 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 88 (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 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 will be effective immediately upon the delivery of written notice of thereof by the terminating party to the other parties heretohereto (or, in the case of termination pursuant to Section 7.1(f) or Section 7.1(g), on the date specified therein). 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 88 (General 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 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 Effect Devices Inc), Agreement and Plan of Reorganization (PMC Sierra Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 7.01 will be effective immediately upon (or in the case of termination pursuant to Section 7.01(e) or 7.01(f), on the date specified therein) the delivery of written notice of thereof by the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.17.01, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.27.02, Section 7.3 7.03 and Article 8VIII (General 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 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 (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase 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 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 7.1, 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 8VIII, 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 or relieve Alliance or the Principal Stockholder from any liability for a breach of the Voting 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 (Liquid Audio Inc), Agreement and Plan of Merger (Liquid Audio 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 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 proper 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 8IX, 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 proper 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 811, 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 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 Section 5.4(a), this Section 7.2, Section 7.3 and Article 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 (Onsale Inc), Agreement and Plan of Merger (Egghead 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 of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 88 (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 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 proper Subject to the provisions of Section 7.1(e), 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 7.27 2, Section 7.3 and Article 88 (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
Samples: Agreement and Plan of Reorganization (Kaynar Technologies 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, 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 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 proper 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, 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 proper 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 88 (general provisions), each of which shall survive 36 41 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 proper termination of this Agreement under Section 7.1 8.1 above (except Section 8.1(d)) 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 7.28.3, Section 7.3 8.2, Section 8.4 and Article 8X (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 1 contract
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 8.1 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 7.18.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.28.2, Section 7.3 8.3 and Article 8IX, 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 AgreementAgreement occurring 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 proper termination of this Agreement under Section 7.1 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 6.3(a), this Section 7.29.2, Section 7.3 9.3 and Article 8X, 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 (Aratana Therapeutics, Inc.)
Notice of Termination; Effect of Termination. Any proper 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 8IX, 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, 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 proper 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 8X (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 proper 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 89, 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 proper termination of this Agreement under and in accordance with Section 7.1 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, 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/)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 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 7.1, 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 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 1 contract
Notice of Termination; Effect of Termination. Any proper 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, and there will be no liability or obligation on the part of either CMHC or Netsmart (or any of their respective Representatives or Affiliates), except (i) as set forth in Section 5.1(d), Section 5.3(b), this Section 7.2, Section 7.3 10.2 and Article 8XI, 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 In addition, the Confidentiality Agreement shall not be affected by the 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 (Netsmart Technologies 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 88 (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 1 contract
Samples: Agreement and Plan of Reorganization (Colonial Gas Co)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 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 7.1, 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 88 (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 Non-Disclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Merger Agreement (Orcad 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 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, 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 proper termination of this Agreement under Section 7.1 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 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3, this Section 7.2, Section 7.3 and Article 8IX (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 1 contract
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 8.01 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 Section 7.18.01, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.02, Section 7.3 8.03 and Article 8IX, 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 Merger (Proxymed Inc /Ft Lauderdale/)
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 88 (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 AgreementAgreements or the Stock Option Agreements, 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 (Integrated Process Equipment Corp)
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 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, 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 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, 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 , 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.in
Appears in 1 contract
Notice of Termination; Effect of Termination. Any proper 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, 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 proper 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 8X (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 Nondisclosure 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 (Discreet Logic Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 9.1 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 7.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.6 (Confidentiality), Section 6.16 (Expenses), this Section 7.29.2, Section 7.3 ARTICLE X and Article 8ARTICLE XI, 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 agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Samples: Plan of Reorganization and Share Exchange Agreement (Hartcourt Companies Inc)
Notice of Termination; Effect of Termination. Any proper 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, 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 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 8VIII (General Provisions), 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 or the Company Option 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 proper termination of this Agreement under Section 7.1 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 7.1, this Agreement shall be become null and void and of no further force or effecteffect without liability or obligation on the part of any party hereto (or any Affiliate of such party and such party’s and its Affiliates’ respective Representatives), except (i) as set forth in Section 5.5(a), Section 5.16(e), this Section 7.2, Section 7.3 and Article 8VIII, 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 hereto contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Samples: Implementation Agreement (SunEdison Semiconductor LTD)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 9.1(d) or Section 9.1(e) and the proviso therein is applicable, thirty (30) days after) 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 8X (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 its representations and covenants contained 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.the
Appears in 1 contract
Samples: Agreement and Plan of Merger (MCK Communications 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 8VIII (Miscellaneous), 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.. 7.3
Appears in 1 contract
Samples: : Agreement (Corixa Corp)
