Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 11 contracts
Samples: Merger Agreement (Network Associates Inc), Agreement and Plan of Reorganization and Merger (Lsi Logic Corp), Agreement and Plan of Reorganization (Network General Corporation)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 7 contracts
Samples: Merger Agreement (Neoforma Com Inc), Merger Agreement (Interland Inc), Merger Agreement (Eclipsys 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 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Inverness Medical Innovations Inc), Merger Agreement (Primus Knowledge Solutions Inc), Agreement and Plan of Reorganization (Hemosense Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 6.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.16.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.26.2, Section 7.3 6.3 and Article 8 7 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 5 contracts
Samples: Merger Agreement (One2one Living Corp), Merger Agreement (Terra Tech Corp.), Share Exchange Agreement (Soefl Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Technoconcepts, Inc.), Merger Agreement (Supergen Inc), Agreement and Plan of Reorganization (Sparta Pharmaceuticals Inc)
Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement or the Option Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Merger Agreement (Pure Atria 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 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Merger Agreement (Sciquest Inc), Agreement and Plan of Merger (Internap Network Services Corp), Merger Agreement (Vitalstream Holdings Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.5(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for damages for fraud in connection with, or any intentional or willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 4 contracts
Samples: Implementation Agreement, Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Ltd.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effecteffect and no party shall have any further liability or obligation to the other parties hereto, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3, and Article 8 (miscellaneousSection 6.2(c), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Acquisition Agreement (Mojave Southern Inc), Acquisition Agreement (Mojave Southern Inc), Acquisition Agreement (BRL Holdings Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 7.01 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 7.2Sections 7.02, Section 7.3 7.03 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement8.01 hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 4 contracts
Samples: Merger Agreement (Desktop Data Inc), Merger Agreement (Desktop Data Inc), Merger Agreement (Individual Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect; provided, except however, that (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous), each of which Section 9 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Merger Agreement (Safeguard Scientifics Inc Et Al), Merger Agreement (Integrated Systems Consulting Group Inc), Merger Agreement (Lipson David S)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in the last sentence of Section 5.3, this Section 7.28.2, Section 7.3 8.3, Sections 9.4, 9.5, 9.6, 9.10, 9.11 and Article 8 (miscellaneous)9.12, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, the Stock Option Agreement or the Technology Option Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Merger Agreement (Newbridge Networks Corp), Merger Agreement (Stanford Telecommunications Inc), Agreement and Plan of Merger (Stanford Telecommunications Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4, this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Healtheon Corp), Merger Agreement (Mede America Corp /), Agreement and Plan of Reorganization (Healtheon Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Merger Agreement
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Merger Agreement (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Merger Agreement (Truevision Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party Parent or Company to the other parties heretoparty. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for damages for common law fraud in connection with, or any intentional or willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Non-Disclosure Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 3 contracts
Samples: Merger Agreement (Divx Inc), Merger Agreement (Divx Inc), Merger Agreement (Sonic Solutions/Ca/)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.3, this Section 7.29.2, Section 7.3 9.3 and Article 8 X (miscellaneous), each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Merger Agreement (Spectrian Corp /Ca/), Merger Agreement (Spectrian Corp /Ca/), Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 hereof and Article 8 (miscellaneous)IX hereof, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for fraud or any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (NPS Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)
Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 Sections 5.1(c), 5.1(d), 8.3 and Article 8 X (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Merger Agreement (Esperion Therapeutics Inc/Mi), Merger Agreement (Yurie Systems Inc), Merger Agreement (Yurie Systems Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 3 contracts
Samples: Merger Agreement (Eclipsys Corp), Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein (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: Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Merger Agreement (Intellisync Corp), Agreement and Plan of Reorganization (Compaq Computer Corp), Agreement and Plan of Reorganization (Speechworks International Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.2(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Merger Agreement (DRS Technologies Inc), Merger Agreement (Paravant Inc), Merger Agreement (Paravant Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Samples: Merger Agreement (Interwoven Inc), Merger Agreement (Imanage Inc), Merger Agreement (Mediabin Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Excite Inc), Merger Agreement (At Home Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.5(b), Section 7.3 8.11, Section 8.12, Section 10.2, Section 10.3 and Article 8 (miscellaneous)11, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Healtheon Webmd Corp), Merger Agreement (Onhealth Network Co)
Notice of Termination; Effect of Termination. Any termination of this ------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Onsale Inc), Merger Agreement (Egghead Com Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (US BioEnergy CORP), Merger Agreement (Millennium Ethanol, LLC)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties heretoparty hereto or, in the case of termination pursuant to Section 8.1(a), at such time as set forth in such mutual written consent. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.2, Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Science Applications International Corp), Stock Purchase Agreement (Science Applications International Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 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 8 VIII (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in 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 Subject to Sections 7.1(b), (c) and (j), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except that (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which Miscellaneous) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Resource Capital Fund v L.P.), Merger Agreement (Uranium Resources Inc /De/)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneousgeneral provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Andover Net Inc), Agreement and Plan of Reorganization (Va Linux Systems Inc)
Notice of Termination; Effect of Termination. Any Subject to Sections 8.1(j) and (k), any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except that (i) as set forth in this Section 7.26.1(a), Section 7.3 8.2, Section 8.3 and Article 8 IX (miscellaneous), each of which General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
Notice of Termination; Effect of Termination. Any Except to the extent provided in Section 7.1(g), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Hewlett Packard Co), Merger Agreement (Novadigm Inc)
Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of from the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Palm Inc), Merger Agreement (Extended Systems Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.3(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)9, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Neon Systems Inc), Merger Agreement (Progress Software Corp /Ma)
Notice of Termination; Effect of Termination. Any 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 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful material breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Cybersource Corp), Merger Agreement (Visa Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall will be of no further force or effect, except (i) as set forth in Section 8.4 this Section 7.2, 10.2 and Section 7.3 10.3 and Article 8 (miscellaneous)XII, each of which shall will survive the termination of this Agreement, Agreement and (ii) nothing herein shall will relieve any party from liability for any willful material breach of this Agreement. No termination of this Agreement shall will affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall will survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Business Objects Sa), Merger Agreement (Crystal Decisions Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreement or the Stock Option Agreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Merger Agreement (CKS Group Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effecteffect and there shall be no further liability on the part of any of the parties, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Tarantella Inc), Merger Agreement (Scientific Technologies Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality 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 (Sci Systems Inc), Agreement and Plan of Reorganization (Sanmina Corp/De)
Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)Section 8, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Data Critical Corp), Merger Agreement (Data Critical Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein 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: Merger Agreement (Storage Technology Corp), Merger Agreement (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 written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be become void and of no further force or effecteffect with no liability on the part of any party hereto, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)ARTICLE 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (On Technology Corp), Merger Agreement (Symantec Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful 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: Merger Agreement (Liquid Audio Inc), Agreement and Plan of Merger (Liquid Audio Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Quantum Corp /De/), Merger Agreement (Advanced Digital Information Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above or Section 9.12 hereto 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
8.1 or Section 7.110.11, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any 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: Merger Agreement (Captaris Inc), Merger Agreement (Castelle \Ca\)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 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 8 (miscellaneous)XI, 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 termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this AgreementAgreement (including without limitation Section 5.4 hereof). No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Quantum Corp /De/), Agreement and Plan of Reorganization (Atl Products Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.2(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (American Management Systems Inc), Merger Agreement (Cgi Group Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, except (i) as set forth in Section 5.5, this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termsthe terms of the Confidentiality Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Computer Sciences Corp), Merger Agreement (Covansys Corp)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)10, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (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 above 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, and all further obligations of the parties shall terminate without further liability of any such party, except (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)10, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Art Technology Group Inc), Merger Agreement (Art Technology Group Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for damages for fraud in connection with, or any intentional or willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 2 contracts
Samples: Merger Agreement (Verigy Ltd.), Merger Agreement (Credence Systems Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful material breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Inktomi Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.01 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.01, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.03, this Section 7.28.02, Section 7.3 8.03 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Endwave Corp), Merger Agreement (GigOptix, Inc.)
Notice of Termination; Effect of Termination. Any Except as otherwise set forth in Section 7.1(g), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Probusiness Services Inc), Merger Agreement (Automatic Data Processing Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.5(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Occam Networks Inc), Merger Agreement (Accelerated Networks Inc)
Notice of Termination; Effect of Termination. Any Subject to Sections 9.1(j), any termination of this Agreement under Section 7.1 9.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except that (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 X (miscellaneous), each of which General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Combination Agreement (Phelps Dodge Corp), Combination Agreement (Inco LTD)
Notice of Termination; Effect of Termination. Any 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 in
Section 7.1, 8.1 this Agreement shall be of no further force or effect; provided, except however, that (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous), each of which Section 9 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Scopus Technology Inc), Merger Agreement (Scopus Technology Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 6.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.16.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.26.2, Section 7.3 6.3 and Article 8 Section 7 (miscellaneous"General Provisions"), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Radix Marine Inc), Merger Agreement (Modern MFG Services Inc)
Notice of Termination; Effect of Termination. Any Except as otherwise provided in this Agreement, any termination of this Agreement under pursuant to Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.23.23, Section 7.3 8.2, Section 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Secure Computing Corp), Merger Agreement (Cyberguard Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Identix Inc), Merger Agreement (Visionics Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will shall be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.1(a), Section 6.2, this Section 7.28.2, Section 7.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Marvell Technology Group LTD), Asset Purchase Agreement (Qlogic Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Secure Computing Corp), Merger Agreement (N2h2 Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Overture Services Inc)
Notice of Termination; Effect of Termination. Any proper -------------------------------------------- termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 X (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Equinox Systems Inc), Merger Agreement (Avocent Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Thermo Electron Corp), Merger Agreement (Thermo Cardiosystems Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.2, this Section 7.28.2, Section 7.3 8.3, Section 8.4 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Palo Alto Acquisition CORP), Stock Purchase Agreement (Nstor Technologies Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.3(a), this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party to this Agreement from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Samples: Merger Agreement (Volcano Corp), Merger Agreement (Volcano Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality 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 (Omega Ventures Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No , 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
Samples: Merger Agreement (Vizacom Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 9.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect; PROVIDED, except HOWEVER, that (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous), each of which Section 10 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Merger Agreement (Megabios Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.4(a), this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 VIII (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Merger Agreement (Yahoo Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)Section 8, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Merger Agreement (Vitalcom Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties 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 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this 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
Samples: Merger Agreement (Kyphon Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, and as set forth in Section 7.3 and Article 8 VIII (miscellaneous)General Provisions) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties hereto contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this AgreementARTICLE 1Xhereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Samples: Merger Agreement (Proteonomix, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), 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.. 44
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Summit Design Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effecteffect and all further obligations of the parties shall terminate without further liability of either party, except (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any Except as otherwise set forth in Section 7.1(g), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party the Company from liability for any willful breach of this AgreementAgreement prior to the termination thereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneousgeneral provisions), each of which shall survive 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
Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc)
Notice of Termination; Effect of Termination. Any 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 8 X (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Merger Agreement (Arqule Inc)
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 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.3(a), this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)ARTICLE X, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for fraud or any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its Affiliates, directors, officers or stockholders except (i) as set forth in this Section Sections 7.2, Section 7.3 and Article Articles 8 (miscellaneous), each of which shall survive the termination of this Agreementand 9 hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Samples: Merger Agreement (Vaxgen Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.2(a), Section 5.3, this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Merger Agreement (Pharsight Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in this Section 7.2, Section 7.3 and Article 8 Section 9 (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rosetta Inpharmatics Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 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, except (i) as set forth in this Section 7.29.2, Section 7.3 Sections 6.1(c), 6.1(d), 9.3 and Article 8 XI (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability 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: Merger Agreement (Tellium Inc)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 7.1 8.1 above will shall be effective immediately upon the delivery of written notice of by the terminating party to the other parties hereto. .
(b) In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 IX (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. .
(c) 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: Merger Agreement (Harding Lawson Associates Group Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect; PROVIDED, except HOWEVER, that (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous), each of which Section 9 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 11.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.111.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.2(a), Section 6.9(a), this Section 7.211.2, Section 7.3 11.3 and Article 8 (miscellaneous)Section 14, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this AgreementAgreement or willful failure to fulfill any condition set forth in this Agreement prior to such termination. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Merger Agreement (Mykrolis Corp)
Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this 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 (McAfee Associates Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Merger Agreement (Neoware Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.01 above will be effective immediately upon the delivery of written notice of by the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 7.2Sections 8.02, Section 7.3 8.03 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement9.01 hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall be of no further force or effect; provided, except however, that (i) as set forth in this Section 7.210.2, Section 7.3 10.3 and Article 8 (miscellaneous), each of which Section 11 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Mutual Nondisclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful material breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Merger Agreement (Tangram Enterprise Solutions Inc)
Notice of Termination; Effect of Termination. Any -------------------------------------------- termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Merger Agreement (Energynorth Inc)
