Post-Termination Liability. ET hereby acknowledges, accepts and agrees to the provisions of Section 7.2 (Effect of Termination) and Section 7.3(c) (Partnership Breakup Fee) of the Merger Agreement, in each case subject to Section 3(i). ET, Parent and the Partnership hereby acknowledge that in the event of termination of this Agreement pursuant to Section 1, this Agreement shall terminate (except for the provisions in this Section 3(h), Section 3(i) and Sections 5 through 11, which shall survive termination) and there shall be no further liability on the part of ET, Parent or the Partnership, except for liability for any Fraud with respect to the representations set forth in Section 2 or any Willful Breach of any covenant of this Agreement prior to termination hereof.
Post-Termination Liability. If this Agreement is terminated -------------------------- pursuant to Subsection 11.1(a) hereof, this Agreement shall thereupon become void and of no further effect whatsoever, and the parties shall be released and discharged of all obligations under this Agreement, except (i) to the extent of a party's liability for willful material breaches of this Agreement prior to the time of such termination, (ii) as set forth in Section 4.5 hereof and (iii) the obligations of each party for its own expenses incurred in connection with the transactions contemplated by this Agreement as provided herein.
Post-Termination Liability. If this Agreement is terminated pursuant to Subsection 10.1(a)(i), (ii), (iii), (iv), (v), (vii) or (viii) hereof, Purchaser shall receive the immediate return of the Escrow Deposit, and this Agreement shall thereupon become void and of no further effect whatsoever, and the parties shall be released and discharged of all obligations under this Agreement, except (i) to the extent of a party's liability for willful material breaches of this Agreement prior to the time of such termination, and (ii) the obligations of each party for its own expenses incurred in connection with the transactions contemplated by this Agreement as provided herein.
Post-Termination Liability. If this Agreement is terminated pursuant to Section 11.1(a) hereof, this Agreement shall thereupon become void and of no further effect whatsoever, and the parties shall be released and discharged of all obligations under this Agreement, except (i) to the extent of a party's liability for willful material breaches of this Agreement prior to the time of such termination and (ii) the obligations of each party for its own expenses incurred in connection with the transactions contemplated by this Agreement as provided herein.
Post-Termination Liability. Anacor shall be solely responsible for any and all liabilities relating to any activities relating to the Product following the expiration or termination of this Agreement for any reason, including liabilities relating to the marketing, use or sale of the Product following the expiration or termination of this Agreement for any reason, excluding any such liabilities arising from Sandoz’s or its Affiliates’ or subcontractors’ activities or obligations prior to such expiration or termination or thereafter (e.g., as permitted under Section 13.10(b)(v)).
Post-Termination Liability. If this Agreement is terminated pursuant to Subsection 10.1(a), all parties shall be released and discharged of all obligations under this Agreement, unless the non-terminating party has defaulted in its obligations set forth in this Agreement and such default has caused the Closing not to occur in accordance with the terms of this Agreement.
Post-Termination Liability. The Recipient must upon termination of this Agreement, whether prior or subsequent to the expiry of the Supply Termination Date:
Post-Termination Liability. Xxxxxxxx agrees that, in the event of any termination or expiration of the Agreement, it shall have no rights to damages or indemnification of any nature, specifically including commercial severance pay, whether by way of loss or future profits, expenditures for promotion of any product, or other commitments in connection with the business and good will of Reseller. However, neither termination nor expiration will extinguish any liability of either Party arising before termination or expiration of this Agreement, including without limitation for payments due. RESELLER EXPRESSLY WAIVES ANY RIGHT OR CLAIM IT MAY HAVE UNDER THE LAWS OF ANY JURISDICTION TO RECEIVE ANY COMPENSATION OR REPARATIONS UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT BY OPERATION OF LAW OR OTHERWISE FOR SUCH TERMINATION OR EXPIRATION.
