Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date hereof; and (b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.
Appears in 6 contracts
Samples: Merger Agreement (Zone Mining LTD), Merger Agreement (IElement CORP), Merger Agreement (IElement CORP)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to as provided in Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below7.1, this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) upon request therefor, each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, will redeliver all documents, work papers and other material of each any other party hereto relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof; and, to the party furnishing the same;
(b) each party agrees that all Confidential Information none of the information received by Parent and Merger Sub, or on behalf of the one hand, or the Company and the Principal Shareholder, on the other hand, Buyer with respect to the Business, the Seller, MTI and the Parent shall at any time be used for the advantage of the Buyer to the detriment of the Business, the Seller, MTI or the Parent; and the Buyer will use its best efforts to prevent the disclosure thereof to third persons except as may be required by law;
(c) no party hereto shall have any liability or further obligation to any other party, party to this Agreement or the Merger pursuant to this Agreement except as stated in this Section 7.2 and in Sections 5.3, 5.5, and 5.8; provided, however, that nothing in this Section 7.2 shall be kept confidential notwithstanding deemed to release any party from any liability for breach by such party of any of its covenants set forth in this Agreement which occurs on or before the date of the termination of this Agreement; and this Agreement will be of no further force and effect except that this Section 7.2 and Sections 5.3, 5.5, 5.8, and Article VIII and the terms of the Indemnification Agreement shall remain in effect; and
(d) all filings, applications, and other submissions made pursuant to Section 5.6 shall, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Dow Jones & Co Inc), Purchase and Sale Agreement (Dow Jones & Co Inc), Purchase and Sale Agreement (Dow Jones & Co Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by any or all of the parties pursuant to Section 8.1 8.01 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party or parties hereto and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) upon request therefor, each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, will redeliver all documents, work papers and other material of each any other party hereto or of the Company or any Company Subsidiary relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof; and, to the party furnishing or causing to be furnished the same;
(b) each party agrees that all Confidential Information information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, Buyer with respect to the other party, this Agreement business of the Company or the Merger any Company Subsidiary shall be kept confidential held subject to and in accordance with the terms of the Confidentiality Agreement, which agreement shall continue notwithstanding the termination of this Agreement; and
(c) any termination pursuant to Section 8.01(c) or (d) shall not be deemed a waiver of any rights or remedies otherwise available under this Agreement, by operation of law or otherwise, to the party who so terminates and shall not relieve the breaching party (whether or not it is the terminating party) from any liability to the other party hereto arising from or related to such breach.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Us Industries Inc /De), Securities Purchase Agreement (Us Industries Inc /De), Subscription Agreement (Us Industries Inc /De)
Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 8.1 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating have any liability or further obligation to the Mergerother party or any of their respective trustees, whether obtained before directors, officers or after Affiliates, as the date case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereof; and
(b) each party agrees that all Confidential Information received by Parent filings, applications and Merger Subother submissions made pursuant to this Agreement, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other partyextent practicable, this Agreement or the Merger shall be kept confidential notwithstanding withdrawn from the termination of this Agreementagency or other person to which they were made.
Appears in 3 contracts
Samples: Asset Sale Agreement (Sierra Pacific Power Co), Asset Sale Agreement (Sierra Pacific Power Co), Asset Sale Agreement (Sierra Pacific Power Co)
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the Company or Parent pursuant to Section 8.1 hereofthis Article 7, written notice thereof shall forthwith will be given by the terminating party to all other parties and this Agreement will terminate (except to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect extent provided in Section 8.1 hereof) and the Merger shall transactions contemplated hereby will be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliverEach of the parties will, and shall cause its agents (includingupon request, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material of each party hereto the other parties relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof, to the party furnishing the same;
(b) No party will have any liability for a breach of any representation, warranty, agreement, covenant or the provision of this Agreement, unless such breach was due to a willful or bad faith action or omission of such party or any representative, agent, employee or independent contractor thereof, and except for such representations, warranties and covenants that will survive termination of this Agreement pursuant to Section 8.1; and
(bc) each party agrees that all Confidential Information received by Parent All filings, applications and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect submissions made pursuant to the other party, terms of this Agreement will, to the extent practicable, be withdrawn from the agency or the Merger shall be kept confidential notwithstanding the termination of this Agreementother person to which made.
Appears in 3 contracts
Samples: Merger Agreement (Entreport Corp), Merger Agreement (PivX Solutions, Inc.), Merger Agreement (Ap Henderson Group)
Procedure and Effect of Termination. In the event of termination of this Agreement by Buyer or Seller pursuant to Section 8.1 hereof8.1, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers, members, general partners, or Affiliates, as the case may be, shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating have any liability or further obligation to the Mergerother party or any of their respective trustees, whether obtained before directors, officers, members, general partners, or after Affiliates, as the date hereofcase may be, pursuant to this Agreement, except in each case as specifically provided in this Section 8.2 and in Sections 6.2(b) and 6.3 and except in each case such termination shall not relieve (i) any party of any liability for any willful and material breach of this Agreement or (ii) Buyer of any liability for any breach of Section 5.4; and
(b) each party agrees that all Confidential Information received by Parent filings, applications and Merger Subother submissions made pursuant to this Agreement, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other partyextent practicable, this Agreement or the Merger shall be kept confidential notwithstanding withdrawn from the termination of this Agreementagency or other person to which they were made.
Appears in 2 contracts
Samples: General Partnership Interest Purchase Agreement (Tc Pipelines Lp), General Partnership Interest Purchase Agreement (Tc Pipelines Lp)
Procedure and Effect of Termination. In the event of termination ----------------------------------- and abandonment of this Agreement the Merger by the Parent, the Purchaser or the Company pursuant to Section 8.1 hereofSec- tion 9.1, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party or parties specifying the provision hereof pursuant to which such termination is made and this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned abandoned, without any further action by any of the parties hereto; provided. The Purchaser agrees that any termination by the Parent shall be conclusively binding upon it, howeverwhether given expressly on its behalf or not, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, and the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breachhave no further obligation with respect to it. If this Agreement is terminated as provided herein:
(a) each , no party hereto shall redeliverhave any liability or further obligation to any other party to this Agreement, provided that any termination shall be without -------- prejudice to the rights of any party hereto arising out of breach by any other party of any covenant or agreement contained in this Agreement, and provided, -------- further, that the obligations set forth in the second sentence of Section ------- 1.2(a) and Sections 4.21, 5.7, 9.3, 10.7 and 10.11 and in the Confidentiality Agreement shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreementin any event survive any termination.
Appears in 2 contracts
Samples: Merger Agreement (Prudential Mortgage Capital Co LLC), Merger Agreement (Prudential Mortgage Capital Co LLC)
Procedure and Effect of Termination. In the event of termination and abandonment of the transactions contemplated by this Agreement pursuant to Section 8.1 9.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, parties to this Agreement specifying the reasons for such termination and this Agreement shall terminate and be void and have no effect (subject to the provisions of this Section 9.2) and the Merger Transactions shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) Upon the written request therefor, each party hereto shall redeliver, will (i) redeliver or (ii) destroy with certification thereto in form and shall cause its agents (including, without limitation, attorneys and accountants) substance reasonably satisfactory to redeliverthe other party, all documents, work papers and other material materials of each any other party hereto relating to the Mergertransactions contemplated by this Agreement, whether obtained before or after the date execution hereof, to the party furnishing the same; and
(b) each party agrees that all Confidential Information received by Parent In the event of the termination and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect abandonment of this Agreement pursuant to the other partySection 9.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers, agents, advisors, representatives or stockholders, other than the Merger provisions of Section 7.7 and Article XI hereof; provided, however, nothing contained in this Section 9.2 shall be kept confidential notwithstanding the termination relieve any party from liability for fraud or intentional breach of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Gleacher & Company, Inc.), Merger Agreement (Broadpoint Securities Group, Inc.)
Procedure and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby (i) by the parties hereto pursuant to Section 8.1 Sections 8.1(b), (c) or (d) hereof, written notice thereof shall forthwith be given as promptly as practicable by the party so terminating party to the other party, and, except as set forth belowor (ii) automatically pursuant to Section 8.1(a), this Agreement shall forthwith terminate and be shall become null and void and have of no effect further effect, and the Merger transactions contemplated hereby shall be abandoned without any further action by the parties hereto; providedSeller, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. Purchaser.
(b) If this Agreement is terminated as provided hereinpursuant to Section 8.1 hereof:
(ai) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material materials of each party hereto the other parties relating to the Mergertransactions contemplated hereby, whether so obtained before or after the date execution hereof, to the party furnishing the same, and all confidential information received by Purchaser with respect to the Seller and its Subsidiaries shall be treated in accordance with the provisions of Section 5.5;
(ii) all filings, applications and other submissions made pursuant hereto shall, at the option of the Seller, and to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made; and
(biii) each party agrees that all Confidential Information received by Parent and Merger Sub, there shall be no liability or obligation hereunder on the one handpart of the Seller or Purchaser or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents, advisors or representatives, except that the Company obligations provided for in this Section 8.2 and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger Article X hereof shall be kept confidential notwithstanding the termination of this Agreementsurvive any such termination.
Appears in 2 contracts
Samples: Vaccines Asset Transfer Agreement (Bioveris Corp), Asset Transfer Agreement (Bioveris Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated by this Agreement by either or both of the Buyer and the Seller pursuant to Section 8.1 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated by this Agreement shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such Section 7.2(b), Section 7.3, this Section 10.2 and Article XI shall survive termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breachAgreement. If this Agreement is terminated as provided herein:
(a) each party except if the basis for such termination is that the Buyer has breached its obligation to consummate the Closing in accordance with Article IV (including the failure to pay the Estimated Purchase Price or perform its other obligations under Section 4.4), such termination shall be the sole remedy of the parties hereto with respect to breaches of any covenant, agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective Affiliates or Representatives, as the case may be, shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating have any liability or further obligation to the Mergerother party or any of their respective Affiliates or their or their Affiliates’ Representatives, whether obtained before as the case may be, pursuant to this Agreement, except with respect to Section 7.2(b) and Section 7.3; provided that nothing herein shall relieve any party from liability for any willful and material breach of any representation, warranty, covenant or after the date hereofagreement of such party contained in this Agreement; and
(b) each party agrees that all Confidential Information received by Parent filings, applications and Merger Subother submissions made pursuant to this Agreement, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other partyextent practicable, this Agreement or the Merger shall be kept confidential notwithstanding withdrawn from the termination of this Agreementagency or other person to which they were made.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Algonquin Power & Utilities Corp.), Stock Purchase Agreement (Algonquin Power & Utilities Corp.)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, by one Party, written notice thereof shall forthwith be given by the terminating party to the other partyParties, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breachabandoned. If this Agreement is terminated as provided herein:
(a) each party hereto shall Ness will redeliver, and shall will cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto APP and its Subsidiaries relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof;
(b) all information received by Ness with respect to the business, operations, assets or financial condition of APP and its Subsidiaries shall remain subject to the Confidentiality Agreement; and
(bc) each except as otherwise expressly set forth herein, no Party shall have any liability hereunder to any other Party, except (i) for any breach by such party agrees that all Confidential Information received by Parent of the terms and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination provisions of this Agreement, (ii) as stated in paragraphs (a) and (b) of this Section 8.2 and (iii) as provided in the Confidentiality Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Transactions shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder BP Acquisition of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerTransactions, whether obtained before or after the date execution hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, or BP Acquisition with respect to the other party, this Agreement or the Merger Transactions shall be kept confidential notwithstanding the termination of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Transaction shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger SubPurchaser, the Company or the Principal Shareholder Shareholders of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerTransaction, whether obtained before or after the date hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger SubPurchaser, on the one hand, or the Company and the Principal ShareholderShareholders, on the other hand, with respect to the other party, this Agreement or the Merger Transaction shall be kept confidential notwithstanding the termination of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof9.1(b), Section 9.1(c), Section 9.1(d) or Section 9.1(e) written notice thereof shall forthwith be given by the party so terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation Seller or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breachBuyer. If this Agreement is terminated as provided hereinpursuant to Section 9.1:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material materials of each the other party hereto relating to the Mergertransactions contemplated hereby, whether so obtained before or after the date execution hereof; and
(b) each , to the party agrees that furnishing the same, and all Confidential Information confidential information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, either party hereto with respect to the other partyparty shall be treated in accordance with Section 5.2 and the Confidentiality Agreement;
(b) all filings, applications and other submissions made pursuant to this Agreement shall, to the extent practicable, be withdrawn from the agency or the Merger other person to which made; and
(c) there shall be kept confidential notwithstanding no liability or obligation hereunder on the part of Seller or Buyer or any of their respective directors, officers, employees or Affiliates, except that Seller and Buyer only, as the case may be, may have liability to the other if the basis of termination is an intentional misrepresentation or breach or willful misconduct by Seller or Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that the obligations provided for in Section 9.2(b) and Section 11.1, the confidentiality provision contained in Section 5.2 and the Confidentiality Agreement shall survive any such termination.
Appears in 1 contract
Samples: Stock Purchase Agreement (Montpelier Re Holdings LTD)
Procedure and Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the Party so terminating party to the other partyParties, and, except as set forth below, and this Agreement shall terminate and be void and have no effect and the Merger Contemplated Transactions shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breachParty. If this Agreement is terminated as provided hereinpursuant to Section 8.1 hereof:
(a) 8.2.1 each party hereto Party shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material materials of each party hereto the other Parties relating to the MergerContemplated Transactions, whether obtained before or after the date execution hereof; and
(b) each party agrees , to the Party furnishing the same or, upon prior written notice to such Party, shall destroy all such documents, work papers and other materials and deliver notice to the Party seeking destruction of such documents that such destruction has been completed, and all Confidential Information confidential information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, any Party with respect to the other party, this Agreement or the Merger Parties shall be kept confidential notwithstanding treated in accordance with the terms of confidentiality provisions at Section 6.3 hereof; and
8.2.2 there shall be no Liability hereunder on the part of the Parties or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or Representatives, except that the Parties shall have liability to the other Parties if the basis of termination is a willful, material breach by one of the Parties, of one or more of the provisions of this Agreement, and except that the obligations provided for in this Section 8.2, Section 6.3 and Section 10 hereof shall survive any such termination.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 8.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
: (a) each party none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating have any liability or further obligation to the Mergerother party or any of their respective trustees, whether obtained before directors, officers or after Affiliates, as the date hereofcase may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.11; and
and (b) each party agrees that all Confidential Information received by Parent filings, applications and Merger Subother submissions made pursuant to this Agreement, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the extent practicable, shall be withdrawn from the agency or other party, person to which they were made. Notwithstanding any other term or provision of this Agreement or the Merger other documents delivered pursuant to this Agreement, each of the parties hereby agrees that no officers, directors, employees, agents or attorneys of such party shall be kept confidential notwithstanding liable hereunder for any profit, loss of capital, consequential, special, indirect, punitive or incidental damages that may be incurred by any other party as a result of any action or inaction by any other party hereunder or in connection with this Agreement or any agreement contemplated to be executed in connection with this agreement, and hereby knowingly, voluntarily and intentionally waives the termination of this Agreementright to seek any such damages.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bangor Hydro Electric Co)
Procedure and Effect of Termination. In the event of the termination and abandonment of this Agreement by Seller or Purchaser pursuant to Section 8.1 7.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party if the transactions contemplated by this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is are terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, will return all documents, work papers and other material of each any other party hereto relating to the Mergertransactions contemplated hereby, whether so obtained before or after the date execution hereof; and, to the party furnishing the same;
(b) each party agrees that all Confidential Information confidential information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, either party with respect to the business of any other party, this Agreement party or the Merger its subsidiaries or Affiliates shall be kept confidential notwithstanding treated in accordance with the provisions of the Confidentiality Agreement, which shall survive the termination of this Agreement; and
(c) neither party will have any liability under this Agreement to the other except (i) as stated in subparagraphs (a) and (b) of this Section 7.2 or Section 7.3; (ii) for any willful breach of any provision of this Agreement, (iii) if the termination is for any reason other than as set forth in Section 7.1(d), the Escrow Agent shall immediately deliver the Deposit to Seller and Seller shall retain the Deposit without in any way limiting any of Seller's other rights or remedies under this Agreement, and (iv) as provided in the Confidentiality Agreement. Notwithstanding the foregoing, in the event the termination and abandonment of this Agreement results from Section 7.1(b)(iii), the Escrow Agent shall return to Purchaser the Initial Deposit and neither party shall have any liability under this Agreement to the other except as stated in subparagraphs (a) and (b) of this Section 7.2.
Appears in 1 contract
Procedure and Effect of Termination. (a) In the event of termination of this Agreement by any party or parties hereto pursuant to Section 8.1 hereof9.1, written notice thereof shall forthwith be given by the terminating party promptly to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned without any further action by any of the parties hereto; provided, however, that if such termination shall result from but subject to and without limiting any of the failure rights of the parties specified herein in the event a party to perform a covenant, obligation hereto is in default or agreement breach in any material respect of its obligations under this Agreement or from Agreement. In the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If event that this Agreement is terminated as provided hereinpursuant to the terms and subject to the conditions hereof, upon the Termination Date:
(ai) each party Except as otherwise provided herein, none of the parties hereto nor any of their respective partners, directors, officers, shareholders, employers, agents or Affiliates (each, a “Related Party”) shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating have any liability or further obligation to the Mergerother party or any of their respective Related Parties pursuant to this Agreement with respect to which termination has occurred, whether obtained before or after except for the date hereofobligations of Seller and Buyer as stated in Sections 6.3 and 10 and this Section 9.2; and
(ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the agency or other Person to which made.
(b) each party agrees that all Confidential Information received by Parent and Merger SubUpon the event of Termination, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect neither Party shall be liable to the other party, this Agreement for any special or the Merger shall be kept confidential notwithstanding the termination of this Agreementpunitive damages.
Appears in 1 contract
Samples: Asset Purchase Agreement (Equity Media Holdings CORP)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 7.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Share Exchange shall be abandoned without any further action by the parties hereto; : provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by ParentSunrise, Merger Sub, the Company Pukka or the Principal Shareholder Shareholders of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerShare Exchange, whether obtained before or after the date hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 8.1 hereof9.1 (other than a termination pursuant to Section 9.1(a)), written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) said termination shall be the sole remedy of the parties hereto with respect to breaches of any covenant, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each party hereto shall redelivercase as stated in this Section 9.2 and in Sections 7.2, 7.3, 7.5, 7.7, and 7.12 and upon a willful breach by a party in which case the non-breaching party shall cause its agents have all rights and remedies existing at law or in equity;
(includingb) all filings, without limitation, attorneys and accountants) to redeliver, all documents, work papers applications and other material of each party hereto relating submissions made pursuant to this Agreement, to the Mergerextent practicable, whether obtained before shall be withdrawn from the agency or after the date hereofother Person to which they were made; and
(bc) each party agrees that all Confidential Information received by Parent and Merger Sub, on from the one hand, Seller or the Company and the Principal Shareholder, on the other hand, with respect any of its Affiliates shall be returned to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this AgreementSeller.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by ParentBPK, Merger Sub, the Company Graphite or the Principal Shareholder Shareholders of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date hereof; and
(b) each party agrees that all Confidential Information received by Parent BPK and Merger Sub, on the one hand, or the Company Graphite and the Principal ShareholderShareholders, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (BPK Resources Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Transactions shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder CSOR Liquidation of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerTransactions, whether obtained before or after the date execution hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, or CSOR Liquidation with respect to the other party, this Agreement or the Merger transactions contemplated hereunder (including those set forth in Section 6.1) shall be kept confidential notwithstanding the termination of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Endeavour International Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by any or all of the parties pursuant to Section 8.1 hereof8.01, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, parties to this Agreement and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party the parties hereto shall redeliverwill promptly redeliver to Sellers or Buyer, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliveras the case may be, all documents, work papers and other material materials of each any other party hereto relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof; and
(b) each no party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, hereto shall have any liability or the Company and the Principal Shareholder, on the further obligation to any other hand, party to this Agreement pursuant to this Agreement except (i) with respect to Section 4.04, and (ii) solely with respect to terminations pursuant to Section 8.01(b), any party whose material breach of any covenant or agreement hereunder shall have resulted in the other party, failure of the transactions contemplated by this Agreement or the Merger to close, shall be kept confidential notwithstanding liable for breach of contract or otherwise, to 28 - 197 - the termination of extent provided by law; provided, however, that this Agreementsubsection (b) (ii) shall not be construed to limit the remedies otherwise available with respect to such defaulting party.
Appears in 1 contract
Samples: Stock Purchase Agreement (Data Transmission Network Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Stock Purchase shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder Purchaser of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerStock Purchase, whether obtained before or after the date execution hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, or Purchaser with respect to the other party, this Agreement or the Merger Stock Purchase shall be kept confidential notwithstanding the termination of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof11.1, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, parties to this Agreement and this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) upon request therefor, each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, will redeliver all documents, work papers and other material of each any other party hereto relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof, to the party furnishing the same; and
(b) each no party agrees hereto shall have any liability or further obligation to any other party to this Agreement resulting from such termination except (i) that all Confidential Information received by Parent the provisions of Sections 8.5 and Merger Sub8.7(b) (but, on in the one handcase of Section 8.7(b), only if there has been a breach of Section 8.7(a) prior to such termination) and this Section 11.2 shall remain in full force and effect and (ii) no party waives any claim or the Company and the Principal Shareholder, on the other hand, with respect right against a breaching party to the other party, extent that such termination results from (x) a knowing material breach by a party hereto of any of its covenants or agreements set forth in this Agreement or (y) a knowing material breach by a party hereto of any representation or warranty set forth in this Agreement, but only if such breach shall have occurred or was otherwise existing as of the Merger shall be kept confidential notwithstanding the termination date of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 9.1 hereof, written notice thereof shall forthwith be given by the terminating party to the all other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breachparties. If this Agreement is terminated and the transactions contemplated by this Agreement are abandoned as provided herein:
(a) each party hereto shall redeliver, Buyer will redeliver or at its option destroy (and shall cause its agents (including, without limitation, attorneys and accountantsdeliver a certificate from Buyer’s General Counsel to such effect) to redeliver, the Company all documents, work papers and other material of each party hereto any of the Seller Parties relating to the Mergertransactions contemplated hereby, whether so obtained before or after the date hereofexecution hereof (provided that the General Counsel of the Buyer may keep a copy of all such materials for evidentiary purposes only);
(b) The provisions of the Confidentiality Agreement shall continue in full force and effect; and
(c) Subject to Section 11.1, no party to this Agreement will have any liability under this Agreement to any other except (i) that nothing herein shall relieve any party from any liability for any willful breach of any of the representations, warranties, covenants and agreements set forth in this Agreement, and (ii) as contemplated by paragraph (b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreementabove.
Appears in 1 contract
Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the party so terminating party to the other party, and, except as set forth below, party hereto and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by Seller, on the parties hereto; providedone hand, howeveror Buyer, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by on the other party as a result of such failure or breachhand. If this Agreement is terminated as provided hereinpursuant to Section 8.1 hereof:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material materials of each party hereto the other parties relating to the Mergertransactions contemplated hereby, whether so obtained before or after the date execution hereof; and
(b) each , to the party agrees that furnishing the same, and all Confidential Information confidential information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, any party hereto with respect to the other party shall be treated in accordance with the Confidentiality Agreement;
(b) all filings, applications and other submissions made pursuant hereto shall, at the option of the filing party, this Agreement and to the extent practicable, be withdrawn from the agency or the Merger other person to which made; and
(c) there shall be kept confidential notwithstanding no liability or obligation hereunder on the termination part of this Agreement.Seller or Buyer or any of
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the Purchaser or the Seller pursuant to Section 8.1 hereofthis Article 7, written notice thereof shall forthwith will be given by the terminating party to all other parties and this Agreement will terminate (except to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect extent provided in Section 8.1 hereof) and the Merger shall transactions contemplated hereby will be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliverEach of the parties will, and shall cause its agents (includingupon request, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material of each party hereto the other parties relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof, to the party furnishing the same;
(b) No party will have any liability for a breach of any representation, warranty, agreement, covenant or the provision of this Agreement, unless such breach was due to a willful or bad faith action or omission of such party or any representative, agent, employee or independent contractor thereof, and except for such representations, warranties and covenants that will survive termination of this Agreement pursuant to Section 8.1; and
(bc) each party agrees that all Confidential Information received by Parent All filings, applications and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect submissions made pursuant to the other party, terms of this Agreement will, to the extent practicable, be withdrawn from the agency or the Merger shall be kept confidential notwithstanding the termination of this Agreementother person to which made.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Global Epoint Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by any or all of the parties pursuant to Section 8.1 hereof7.01, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, parties to this Agreement and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party the parties hereto shall redeliverwill promptly redeliver to the Company, and shall cause its agents (includingPrincipals or Buyer, without limitation, attorneys and accountants) to redeliveras the case may be, all documents, work papers and other material materials of each any other party hereto relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof; and
(b) each no party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, hereto shall have any liability or the Company and the Principal Shareholder, on the further obligation to any other hand, party to this Agreement pursuant to this Agreement except (i) with respect to Section 4.04, and (ii) solely with respect to terminations pursuant to Section 7.01(b), any party whose material breach of any covenant or agreement hereunder shall have resulted in the other party, failure of the transactions contemplated by this Agreement or the Merger to close, shall be kept confidential notwithstanding liable for breach of contract or otherwise, to the termination extent provided by law (it being understood, however, that any matter set forth on a Disclosure Supplement hereunder shall not be construed as a breach or default of this Agreement); provided, however, that this subsection (b) (ii) shall not be construed to limit the remedies otherwise available with respect to such defaulting party.
Appears in 1 contract
Samples: Stock Acquisition Agreement (Data Transmission Network Corp)
Procedure and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the Parties pursuant to Section 8.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party Party to the other party, and, except as set forth below, Party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties Parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. .
(b) If this Agreement is terminated as provided herein:
, said termination shall not be the sole remedy of the Parties hereto with respect to any termination not due to a Party's breach of any covenant, representation or warranty contained in this Agreement and the non-breaching Party shall have available all other remedies available to it at law or in equity; provided, however, it is hereby agreed that if termination is due to a breach or default by the other Party, then, in addition to all other remedies available to it at law or in equity, the non-breaching Party shall be reimbursed for its out-of-pocket expenses incurred in connection with this Agreement and actions related thereto (a) each party hereto including any due diligence review by the Buyers of the Purchased Assets). In such an instance, the breaching Party shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material reimburse the non-breaching Party's expenses promptly upon receipt of each party hereto relating to the Merger, whether obtained before or after the date hereofan accounting of such expenses; and
(bc) each party agrees that all Confidential Information received by Parent and Merger Sub, on from the one hand, Company or the Company and the Principal Shareholder, on the other hand, with respect BVI Sub shall be returned to the other partyCompany, this Agreement or and all Confidential Information from either of the Merger Buyers shall be kept confidential notwithstanding returned to the termination of this AgreementBuyers.
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Dna Sciences Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 7.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Share Exchange shall be abandoned without any further action by the parties hereto; : provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by ParentHybrid, Merger Sub, the Company DAM or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerShare Exchange, whether obtained before or after the date hereof; and
and (b) each party agrees that all Confidential Information received by Parent and Merger SubHybrid, on the one hand, or the Company DAM and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger Share Exchange shall be kept confidential notwithstanding the termination of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 7.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, Sub or the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal ShareholderCompany, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof8.1, written notice thereof this Agreement and all obligations of the parties to this Agreement under this Agreement shall forthwith thereupon terminate and be given by of no further force and effect and there shall be no liability on the terminating part of either party to this Agreement to the other party, and, except as set forth below, and the transactions contemplated by this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties heretoto this Agreement, except that the provisions of Sections 5.1(b), 5.2(c), 5.8 and 11.1 shall survive the termination of this Agreement; provided, however, that if such termination shall result from the failure of a not relieve any party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable liability for any and all damages incurred or suffered by the other party as a result willful breach of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto occurring prior to any such termination. In the event of termination of this Agreement pursuant to Section 8.1, Seller shall redeliveruse commercially reasonable efforts to not, and shall use commercially reasonable efforts to cause its agents (includingAffiliates and the officers and directors of Seller and its Affiliates not to, on or after the date of termination of this Agreement, disparage Seller based upon the events related to the termination of this Agreement. Upon any termination of this Agreement, and without limitationlimiting any term of the Confidentiality Agreement, attorneys and accountants) each party to redeliver, this Agreement shall promptly redeliver all documents, work papers and other material materials of each the other party hereto relating to the Merger, whether obtained before or after the date hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding transactions contemplated by this Agreement to the termination of this Agreementparty furnishing such documents, work papers and other materials.
Appears in 1 contract
Samples: Stock Purchase Agreement (TBC Corp)
Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the party so terminating party to the other party, and, except as set forth below, party hereto and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by Seller, on the parties hereto; providedone hand, howeveror Buyer, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by on the other party as a result of such failure or breachhand. If this Agreement is terminated as provided hereinpursuant to Section 8.1 hereof:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material materials of each party hereto the other parties relating to the Mergertransactions contemplated hereby, whether so obtained before or after the date execution hereof; and
(b) each , to the party agrees that furnishing the same, and all Confidential Information confidential information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, any party hereto with respect to the other party shall be treated in accordance with the applicable provisions of the Confidentiality Letters;
(b) all filings, applications and other submissions made pursuant hereto shall, at the option of the filing party, this Agreement and to the extent practicable, be withdrawn from the agency or the Merger other person to which made; and
(c) there shall be kept confidential notwithstanding no liability or obligation hereunder on the part of Seller, PRT or Buyer or any of their respective directors, officers, employees, affiliates, controlling persons, agents or representatives, except that Seller, PRT or Buyer, as the case may be, may have liability to the other party if the basis of termination is a willful, material breach by Seller, PRT or Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that the obligations provided for in Sections 8.2(a), 8.2(b) and 10.3 hereof shall survive any such termination.
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Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder a party of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date execution hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, party with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.
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Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 8.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each party hereto shall redelivercase as stated in this Section 10.2 and in Sections 7.2(b), 7.3, 7.5 and 7.7, and upon a willful breach by a party in which case the non-breaching party shall cause its agents (including, without limitation, attorneys have all rights and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before remedies existing at law or after the date hereof; andin equity;
(b) each party agrees that all Confidential Information received by Parent filings, applications and Merger Subother submissions made pursuant to this Agreement, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other partyextent practicable, this Agreement or the Merger shall be kept confidential notwithstanding withdrawn from the termination of this Agreementagency or other Person to which they were made.
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Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder Interest Holder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date execution hereof; and
(b) each party agrees that all Confidential Information received by Parent and Parent, Merger Sub, on the one hand, Company or the Company and the Principal Shareholder, on the other hand, Interest Holder with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.
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Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Stock Purchase shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder Seller of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerStock Purchase, whether obtained before or after the date execution hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, or Seller with respect to the other party, this Agreement or the Merger Stock Purchase shall be kept confidential notwithstanding the termination of this Agreement.
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Samples: Stock Purchase Agreement (Stellar Technologies, Inc.)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 7.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, Power3 or the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger SubPower3, on the one hand, or the Company and the Principal ShareholderCompany, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.
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Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder a party of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date execution hereof; and
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, a party with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.
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Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and abandonment of the transactions contemplated hereby by any or all of the parties pursuant to Section 8.1 hereof11.1, prompt written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(ai) each party Except as provided in this Section 11.2, none of the parties hereto nor any of their partners, directors, officers, shareholders, employers, agents, or affiliates shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating have any liability or further obligation to the Mergerother party or any of its partners, whether obtained before directors, officers, shareholders, employers, agents, or after the date hereofaffiliates pursuant to this Agreement; and
(ii) All filings, applications and other submissions relating to the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the agency or other person to which made.
(b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect Notwithstanding anything to the other partycontrary contained in this Agreement, if Nationwide or WebMD are in breach of their respective obligations under this Agreement then and in that event, as appropriate, the non-breaching party shall have the right to seek all remedies available to it as provided hereunder or at law or equity, including the Merger shall be kept confidential notwithstanding the termination remedy of this Agreementspecific performance.
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Samples: Stock Purchase Agreement (Webmd Inc)
Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 7.1(b) hereof, written notice thereof shall forthwith be given by the party so terminating party to the other party, and, except as set forth below, party hereto and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by Sellers, on the parties hereto; providedone hand, howeveror Buyer, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by on the other party as a result of such failure or breachhand. If this Agreement is terminated as provided hereinpursuant to Section 7.1 hereof:
(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material materials of each party hereto the other parties relating to the Mergertransactions contemplated hereby, whether so obtained before or after the date execution hereof; and
(b) each , to the party agrees that furnishing the same, and all Confidential Information confidential information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, any party hereto with respect to the other party, this Agreement or the Merger party shall be kept confidential notwithstanding treated in accordance with the Confidentiality Agreement;
(b) all filings, applications and other submissions made pursuant hereto shall, at the option of Sellers, and to the extent practicable, be withdrawn from the agency or other person to which made; and
(c) there shall be no liability or obligation hereunder on the part of Sellers or Buyer or any of their respective directors, officers, employees, affiliates, controlling persons, agents or representatives, except that Sellers or Buyer, as the case may be, may have liability to the other party if the basis of termination is a willful, material breach by Sellers or Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that the obligations provided for in Sections 7.2(a), 7.2(b) and 9.1 hereof shall survive any such termination.
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Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by any or all of the parties pursuant to Section 8.1 hereof7.01, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, parties to this Agreement and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) each party the parties hereto shall redeliverwill promptly redeliver to the Sellers or Buyer, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliveras the case may be, all documents, work papers and other material materials of each any other party hereto relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof; and
(b) each no party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, hereto shall have any liability or the Company and the Principal Shareholder, on the further obligation to any other hand, party to this Agreement pursuant to this Agreement except (i) with respect to Section 4.01, and (ii) solely with respect to terminations pursuant to Section 7.01(b), any party whose material breach of any covenant or agreement hereunder shall have resulted in the other party, failure of the transactions contemplated by this Agreement or the Merger to close, shall be kept confidential notwithstanding liable for breach of contract or otherwise, to the termination extent provided by law (it being understood, however, that any matter set forth on a Disclosure Supplement hereunder shall not be construed as a breach or default of this Agreement); provided, however, that this subsection (b) (ii) shall not be construed to limit the remedies otherwise available with respect to such defaulting party.
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Samples: Stock Purchase Agreement (Data Transmission Network Corp)
Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement pursuant to Section 8.1 hereof11.1, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, parties to this Agreement and this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein:
(a) upon request therefor, each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, will redeliver all documents, work papers and other material of each any other party hereto relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof, to the party furnishing the same; and
(b) each no party agrees hereto shall have any liability or further obligation to any other party to this Agreement resulting from such termination except (i) that all Confidential Information received by Parent the provisions of Sections 8.5 and Merger Sub8.7(b) (but, on in the one handcase of Section 8.7(b), only if there has been a breach of Section 8.7(a) prior to such termination) and this Section 11.2 shall remain in full force and effect and (ii) no party waives any claim or the Company and the Principal Shareholder, on the other hand, with respect right against a breaching party to the other party, extent that such termination results from (x) a knowing material breach by a party hereto of any of its covenants or agreements set forth in this Agreement or (y) a knowing material breach by a party hereto of any representation or warranty set forth in this Agreement, but only if such breach shall have occurred or was otherwise existing as of the Merger shall be kept confidential notwithstanding the termination date of this Agreement.
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