Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, Inc.), Agreement and Plan of Merger (Cardtronics Inc)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will shall become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.02(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Chicken Soup for the Soul Entertainment, Inc.), Merger Agreement (Redbox Entertainment Inc.), Acquisition Agreement (High Tide Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b6.05(b), this Section 7.058.05, Section 7.06 8.06, Section 8.07 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Security Agreement (Giga Tronics Inc), Security Agreement (Giga Tronics Inc), Share Exchange Agreement (BitNile Holdings, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful or material breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Luminex Corp), Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Nanosphere Inc)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII Section 7 (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIISection 7, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b)to, this Section 7.05, Section 7.06 7.06, and Article VIII Section 8 (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Resources Corp), Agreement and Plan of Merger (American Resources Corp), Agreement and Plan of Merger (American Resources Corp)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.03(c), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (White River Energy Corp.), Agreement and Plan of Merger (IMAC Holdings, Inc.), Agreement and Plan of Merger (Theralink Technologies, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII Section 7.07 (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement. (iii) and expenses as defined in binding letter of intent dated July 22, 2014.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nitro Petroleum Inc.), Agreement and Plan of Merger (Nitro Petroleum Inc.), Agreement and Plan of Merger (Core Resource Management, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.3(a)(ii), this Section 7.058.5, Section 7.06 and 8.6, Article VIII IX (and any related definitions contained in any such Sections or Article), and Article X which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud Fraud or the material breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Acreage Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII IX (other than pursuant to Section 7.019.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 9.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIIX, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.059.05 and Section 9.06, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or ArticleSections), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger and Reorganization
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.02(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ocean Bio Chem Inc), Agreement and Plan of Merger (OneWater Marine Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.02(a), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.), Agreement and Plan of Merger (Real Goods Solar, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by willful misconduct of another party of any of its representations, warranties, covenants or other agreements set forth in this Agreementparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Randstad North America, L.P.), Agreement and Plan of Merger (SFN Group Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.06, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful and material breach by another party of any of its representations, warranties, covenants covenants, obligations or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.04(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aytu Bioscience, Inc), Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.)
Notice of Termination; Effect of Termination. (a) The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) 7.02, Section 7.03 or Section 7.04 shall deliver written notice of such termination to each the other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b)5.06, this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Stock Issuance and Purchase Agreement (Uqm Technologies Inc), Escrow Agreement (Uqm Technologies Inc)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article)7.06, which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Acquisition Agreement (Sphere 3D Corp), Acquisition Agreement (High Tide Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.03, Section 7.04, Section 7.05, Section 7.06 7.06, and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liquid Media Group Ltd.), Agreement and Plan of Merger (Liquid Media Group Ltd.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability Liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.04(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII X (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Acquisition Agreement (Kennedy Cabot Acquisition, LLC), Acquisition Agreement (Siebert Financial Corp)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.2(b) (as well as the Confidentiality Agreement), this Section 7.058.5, Section 7.06 8.6, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amtech Systems Inc), Agreement and Plan of Merger (Btu International Inc)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreementfraud.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.05 and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FaZe Holdings Inc.), Agreement and Plan of Merger (GameSquare Holdings, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII ARTICLE VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIARTICLE VIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII ARTICLE IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants or other agreements agreement set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MGC DIAGNOSTICS Corp), Agreement and Plan of Merger (MGC Parent LLC)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), Section 6.16(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the fraud, intentional breach by another party of any provisions hereof, or willful misconduct of its representations, warranties, covenants or other agreements set forth in this Agreementanother party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach Knowing, Intentional Breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ormat Technologies, Inc.), Agreement and Plan of Merger (Us Geothermal Inc)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII V (other than pursuant to Section 7.015.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 this Article V shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIV, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder or shareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.055.06, Section 7.06 5.07 and Article VIII VI (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect except that any such termination shall not relieve a party for a Willful Breach occurring prior to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreementtermination.
Appears in 2 contracts
Samples: Investment and Tender Offer Agreement (Global Aviation Leasing Co., Ltd.), Investment and Tender Offer Agreement (Avolon Holdings LTD)
Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party Party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other partyParty. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party Party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such partyParty) to any other party Party hereto, except (i) with respect to Section 5.03(b6.2(b) (as well as the Confidentiality Agreement), this Section 7.058.5, Section 7.06 8.6, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a partyParty, to the extent such liabilities or damages were the result of fraud or the willful breach by another party Party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medytox Solutions, Inc.), Agreement and Plan of Merger (CollabRx, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholderstockholder or shareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the a knowing breach by another party of any this Agreement or fraud. A “knowing” breach will be deemed to have occurred if the other party took or failed to take action with actual knowledge that the action so taken or omitted to be taken constituted a breach of its representations, warranties, covenants or other agreements set forth in this AgreementAgreement applicable to such party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charming Shoppes Inc), Agreement and Plan of Merger (Ascena Retail Group, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section Section 7.05, Section Section 7.06 and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Joway Health Industries Group Inc)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any Affiliate, stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b5.04(b), Section 5.12, this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of actual fraud or the willful or intentional breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will this Agreement shall become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.058.5, Section 7.06 8.6, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud Fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Crexendo, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b5.03(d), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful and material breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article VII 8 (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party Party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other partyParties. If this Agreement is terminated pursuant to this Article VII8, it will this Agreement shall become void and of no further force and effect, with no liability on the part of any party Party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such partyParty) to any other party Party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 8.5 and Article VIII 9 (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (iib) with respect to any liabilities Liabilities or damages incurred or suffered by a partyParty, to the extent such liabilities Liabilities or damages were the result of fraud Fraud or the breach by another party Party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Securities Exchange Agreement (NextPlay Technologies Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII ARTICLE VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIARTICLE VIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, 8.5 and Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article)8.6, which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Interlink Plus, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.017.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 7.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability Liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (ia) with respect to Section 5.03(b5.4(b), this Section 7.057.5, Section 7.06 7.6 and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (iib) with respect to any liabilities Liabilities or damages incurred or suffered by a party, to the extent such liabilities Liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golden Enterprises Inc)
Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party Party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.03(c), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of intentional fraud or the knowing or intentional breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article VII Section 10.1 (other than pursuant to Section 7.0110.1(a)) shall deliver written notice of such termination to each other party Party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 10.2 shall be effective immediately upon delivery of such written notice to the other partyParties. If In the event of the termination of this Agreement is terminated pursuant to as provided in Section 10.1, this Article VII, it will Agreement shall become void and of no further force and or effect, with no liability on of the part of any party to this Agreement Party (or any stockholder, director, officer, employee, agent or Representative of such partyParty) to any the other party heretoParties, as applicable, except (ia) with respect to Section 5.03(b), this Section 7.056.11, Section 7.06 10.2, Section 10.3, and Article VIII (Section 11 and any related the definitions contained of the defined terms in any such Sections or Article)Sections, which shall survive the termination of this Agreement and remain in full force and effect effect, and (iib) except as otherwise provided in Section 9.3 (including the limitations on Liability contained therein) with respect to any liabilities or damages incurred or suffered by a partyParty, to the extent such liabilities or damages were the result of fraud or the breach Willful and Material Breach by another party Party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Transaction Agreement (Advanced Emissions Solutions, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.03(c), this Section 7.05, Section 7.06 7.06, and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Houston Wire & Cable CO)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), Section 6.10, this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of active fraud or the willful and material breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.4 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b6.3(b), this Section 7.058.4, Section 7.06 8.5, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (INVO Bioscience, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated properly pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b5.05(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages (including, in the case of the Company, damages based on the consideration payable to the lenders or stockholders of the Company pursuant hereto) incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VI (other than pursuant to Section 7.016.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 6.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVI, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b4.03(b), this Section 7.056.05, Section 7.06 6.06 and Article VIII VII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.. Section 6.06
Appears in 1 contract
Samples: Iii Master Agreement
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will shall become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.02(b), this Section 7.05, Section 7.06 and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Avalo Therapeutics, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, Financing Source or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Tender and Voting Agreement (Computer Software Innovations, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.017.01 ) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVII , it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b)) , this Section 7.057.05 , Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Access to Money, Inc.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII ARTICLE VI (other than pursuant to Section 7.016.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 6.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIARTICLE VI, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.056.5, Section 7.06 6.6 and Article VIII ARTICLE VII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Accelr8 Technology Corp)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII ARTICLE XI (other than pursuant to Section 7.0111.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 11.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIARTICLE XI, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, member, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.0511.5, Section 7.06 11.6, and Article VIII ARTICLE XII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.02(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII IX (other than pursuant to Section 7.019.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 9.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIIX, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.059.05 and Section 9.06, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or ArticleSections), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Baler Corp)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.04 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.058.04, Section 7.06 8.05, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AppTech Payments Corp.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VI (other than pursuant to Section 7.016.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 6.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVI, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b4.03(b), this Section 7.056.05, Section 7.06 6.06 and Article VIII VII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.06, and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.5(c), this Section 7.058.5, Section 7.06 8.6 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreementfraud.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdermember, manager, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.3(ii), this Section 7.058.5, Section 7.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), and Article X which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the material breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and and, unless otherwise stated herein, any such termination in accordance with Section 7.05 Article VIII shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.058.05, Section 7.06 Article I and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this 5.04(b)this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article)) except for Section 8.03, which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article VII ARTICLE IX (other than pursuant to Section 7.019.1) shall deliver written notice of such termination to each other party hereto Party specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 9.5 shall be effective immediately upon delivery of such written notice to the other partyParties. If this Agreement is terminated pursuant to this Article VIIIX, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement Party (or any stockholdershareholder, director, officer, employee, agent or Representative of such partyParty) to any other party Party hereto, except (i) with respect to Section 5.03(b5.2(b), this Section 7.059.5, Section 7.06 9.6 and Article VIII ARTICLE X (and any related definitions contained in any such Sections or ArticleARTICLE X), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a partyParty, to the extent such liabilities or damages were the result of fraud or the willful and material breach by another party Party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Uqm Technologies Inc)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such valid termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other partyparties. If this Agreement is validly terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b)5.02, Section 5.18, this Section 7.05, Section 7.06 7.06, Section 8.15 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud committed in connection with this Agreement or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreementthe transactions contemplated hereby.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 7.02 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b)5.12, this Section 7.057.02, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Romulus Corp.)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article Arcticle VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of EXECUTION VERSION such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 7.02 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.057.02, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII ARTICLE VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIARTICLE VIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b6.02(b), this Section 7.058.05, Section 7.06 8.06, and Article VIII ARTICLE IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud Fraud or the breach Willful Breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Iec Electronics Corp)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b)Error! Reference source not found., this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gateway Energy Corp/Ne)
Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VII (other than pursuant to Section Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.03(b), this Section Section 7.05, Section 7.06 Section 7.06, and Article VIII VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.
Appears in 1 contract
