Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
Appears in 3 contracts
Samples: Combination Agreement (Taylor & Martin Group Inc), Combination Agreement (Taylor & Martin Group Inc), Combination Agreement (Taylor & Martin Group Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except that (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any Party from liability for any willful breach of this AgreementAgreement prior to termination.
Appears in 3 contracts
Samples: Purchase Agreement (Alcentra Capital Corp), Purchase Agreement (Alcentra Capital Corp), Purchase Agreement (Alcentra Capital Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination the abandonment of the transactions contemplated hereby pursuant to Section 8.3, this Agreement shall not relieve become void and there shall be no liability on the part of any party hereto except (i) the obligations provided for in this Section 8.4 and Sections 6.2(b) and 10.1 hereof shall survive any such termination of this Agreement and (ii) nothing herein shall relieve any Party from liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Globe Specialty Metals Inc), Membership Interest Purchase Agreement (Globe Specialty Metals Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.111.1 hereof, written notice thereof shall forthwith be given by all obligations of the terminating party to the other parties hereto, and under this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties heretoparties, in each case without liability to any party, except that (i) the provisions of obligations set forth in Section 6.1(b) hereof, this Section 11.2 and Sections 13.1, 13.2 and 17.7 Article XII shall survive the termination of this Agreement and except that such termination (ii) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreementoccurring prior to termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Titan International Inc), Asset Purchase Agreement (Titan International Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to as provided in Section 11.1, written notice thereof shall forthwith be given by the Party so terminating party to the other parties heretoParties, and this Agreement shall thereupon terminate and forthwith become void and have no effect, and the Transaction there shall be abandoned without further action by no liability on the parties heretopart of any Party hereto (or any of its Representatives, financing sources or Affiliates), except that the provisions of this (i) Section 11.2 12.2 and Sections 13.1, 13.2 and 17.7 Section 12.4 shall survive the termination any termination, and (ii) nothing herein shall relieve any Party from liability for any knowing and intentional breach of this Agreement and except that occurring prior to such termination shall not relieve any party hereto of any liability for any willful breach of this Agreementtermination.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Antero Resources LLC), Stock Purchase Agreement (Antero Resources Finance Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) this Section 8.2 and the obligations set forth in Sections 6.2(b) and Section IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Actuant Corp), Stock Purchase Agreement (Actuant Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.17.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, hereto and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by any of the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of . If this Agreement and except that such termination shall not relieve any is terminated as provided herein, no party hereto of shall have any liability for any willful breach of this Agreement.or further
Appears in 2 contracts
Samples: Share Purchase Agreement (Global Telesystems Inc), Share Purchase Agreement (Golden Telecom Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given and abandonment of the transactions contemplated hereby by the terminating party to the other parties heretoparties, and this Agreement shall thereupon terminate forthwith become null and become void and have of no further effect, and without any liability on the Transaction shall be abandoned without further action by the parties heretopart of any party or its directors, except that officers, employees, agents or stockholders, other than the provisions of Section 6.2 concerning confidentiality and the provisions of the Confidentiality Agreement. Nothing in this Section 11.2 and Sections 13.1, 13.2 and 17.7 8.2 shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of from any liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Proquest Co), Purchase and Sale Agreement (Bell & Howell Co //)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the Subject Transactions pursuant to Section 9.1 hereof, this Agreement shall become void and there shall be no Liability on the part of any party hereto except that (i) the obligations provided for in this Section 9.2 and Sections 7.7 (Public Announcements), 7.6 (Confidentiality) and Article XI (Miscellaneous) hereof shall survive any such termination of this Agreement and (ii) nothing herein shall not relieve any party hereto of any liability from Liability for any fraud or willful or intentional breach of this AgreementAgreement prior to such termination.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (WHITEWAVE FOODS Co)
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 11.19.01(b), written notice thereof shall forthwith be given by the party so terminating party to the other parties heretoparties, and this Agreement shall thereupon terminate and become void and have no effectterminate, and the Transaction transactions contemplated hereby shall be abandoned abandoned, without further action by the parties hereto, except that the provisions of Seller or Buyer. The obligations provided for in this Section 11.2 9.02 and Sections 13.1, 13.2 Section 10.01 and 17.7 the confidentiality provision contained in Section 6.02 shall survive the any termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Fahnestock Viner Holdings Inc), Purchase Agreement (Fahnestock Viner Holdings Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.17.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, hereto and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by any of the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of . If this Agreement and except that such termination is terminated as provided herein, no party hereto shall not have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party hereto of any from liability for any willful breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.
Appears in 2 contracts
Samples: Share Purchase Agreement (Cavendish Nominees LTD), Share Purchase Agreement (Nye Telenor East Invest As)
Procedure and Effect of Termination. In the event of written notice of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties heretoSellers or Purchaser, and this Agreement shall thereupon terminate and immediately become void and have no effect, and the Transaction there shall be abandoned without further action by no liability hereunder on the parties hereto, part of any party except that as follows;
(i) the provisions of Confidentiality Agreement shall remain in full force and effect; and
(ii) nothing contained in this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of from any liability for any willful material breach of a representation or warranty contained in this AgreementAgreement or the material breach of any covenant contained herein prior to the date of termination.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Aki Inc), Stock Purchase Agreement (Aki Holding Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 10.1 hereof, this Agreement shall become void and there shall be no liability on the part of any Party hereto except that (a) this Section 10.2 and the obligations set forth in Article 11 hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this AgreementAgreement prior to termination.
Appears in 2 contracts
Samples: Purchase Agreement (CapitalSouth Partners SBIC Fund III, L.P.), Purchase Agreement (Capitala Finance Corp.)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.19.1 of this Agreement, written notice thereof shall forthwith be given by the terminating party to the other parties heretoparty, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 Article 9 shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Joint Venture Termination Agreement (General Mills Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.111.1 hereof, written notice thereof shall forthwith be given by all obligations of the terminating party to the other parties hereto, and under this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties heretoparties, in each case without liability to any party, except that (i) the provisions of obligations set forth in Section 6.1(b) hereof, this Section 11.2 and Sections 13.1, 13.2 and 17.7 Article XII shall survive the termination of this Agreement and except that such termination (ii) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreement.occurring prior to termination. ARTICLE XII MISCELLANEOUS Section 12.1
Appears in 1 contract
Samples: Asset Purchase Agreement
Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 11.19.1, written notice thereof this Agreement shall forthwith terminate, and in each case the transactions contemplated hereby shall be given abandoned, without further action by any of the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction there shall be abandoned without further action by no liability on the parties heretopart of the parties, except that the provisions of this as set forth in Section 11.2 and Sections 13.17.1, 13.2 and 17.7 which Section shall survive the termination of this Agreement and except that such termination the foregoing shall not relieve any party hereto of any from liability for any willful damages actually incurred as a result of breach by it of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) the obligations provided for in this Section 8.2, Section 5.2(b), Section 5.5, Section 5.7 and ARTICLE IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any liability from Liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nbty Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 9.01 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) this Section 9.02 and Article X hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful intentional breach of this AgreementAgreement or Fraud prior to such termination or impair the right of any party to seek specific performance.
Appears in 1 contract
Procedure and Effect of Termination. In the event of the termination of this Agreement by the Company or Parent or both of them pursuant to Section 11.17.1, written notice thereof shall forthwith be given by the terminating party shall provide written notice of such termination to the other parties hereto, party and this Agreement shall thereupon terminate and forthwith become void and have no effect, and the Transaction there shall be abandoned without further action by no liability on the parties heretopart of Parent, Purchaser or the Company, except that the provisions of this Section 11.2 as set forth in Sections 5.4(b) and 7.3. Sections 13.15.4(b), 13.2 7.2, 7.3 and 17.7 Article VIII shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.18.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 9.3 shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) this Section 8.2 and the obligations set forth in Sections 6.2(b) and Article IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this AgreementAgreement or impair the right of any party to seek specific performance of any other party to enforce its rights hereunder pursuant to Section 11.16.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) the obligations provided for in Sections 7.2, 5.4 and Article IX shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.18.1, written notice thereof shall forthwith be given by the terminating party to the other parties party hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.4, 7.2(a)(1), 7.2(b)(1), 7.3,9.2, 9.3, 9.5, 9.11, and 9.12, this Section 11.2 Article 8 and Sections 13.1, 13.2 and 17.7 the Nondisclosure Agreement shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Data Systems & Software Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) the obligations provided for in this Sections 8.2, 5.2(b) and 5.5 and Article IX shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of A Party seeking to terminate this Agreement pursuant to Section 11.1, 9.1 shall deliver written notice thereof shall forthwith be given by the terminating party of such termination to each of the other parties heretoParties, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties heretoany Party, except that the provisions of Sections 6.1(e), 6.5 and this Section 11.2 9.2 and Sections 13.1, 13.2 Articles X and 17.7 XIII shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto Party of any liability for any willful breach Liability that arose prior to the date of this Agreementtermination or, with respect to those provisions that survive termination, that arises after such termination.
Appears in 1 contract
Samples: Merger Agreement (Liveperson Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby by any party pursuant to Section 9.1:
(a) the provisions of this Article 9 and Article 10 (and any related definitions) shall continue in full force and effect; and
(b) no party to this Agreement will have any Liability under this Agreement to any other party, except that such termination nothing herein shall not relieve any party hereto from any Liability for any breach of any liability for any willful breach of the representations, warranties, covenants and agreements set forth in this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the Contemplated Transactions pursuant to Section 9.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (A) the obligations provided for in Section 10.1 and Section 10.2 hereof shall survive any such termination of this Agreement and (B) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement by any party hereto pursuant to Section 11.110.1, written notice thereof shall forthwith be given by the terminating party to the other parties party hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 12.5 shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of (a) Any Party desiring to terminate this Agreement pursuant to Section 11.1, 8.1 shall give written notice thereof shall forthwith be given by the terminating party of such termination to the other parties hereto, and Parties to this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of Agreement. Except as set forth in this Section 11.2 and Sections 13.18.2, 13.2 and 17.7 shall survive in the event of the termination of this Agreement and except the abandonment of the transactions contemplated hereby pursuant to this Section 8.2, (i) each Party’s representations and warranties shall survive any such termination of this Agreement for two (2) years and (ii) that such the foregoing termination shall not relieve any party hereto Seller of any liability for any willful breach of this Agreement.liability, damages or losses resulting from
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 Article XVII (except Section 17.1) shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.19.1 hereof, written notice thereof shall forthwith be given by the terminating party or parties to the other party or parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, effect and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 Sections 4.2 and Sections 13.1, 13.2 and 17.7 10.7 hereof shall survive the termination of this Agreement and except such termination; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Iesi Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement Agreement, pursuant to Section 11.1, written notice thereof shall will forthwith be given by the terminating party to the other parties heretoparty specifying the basis for such termination, and this Agreement shall will thereupon terminate and become void and have no effect, and the Transaction shall transactions contemplated hereby will be abandoned without further action by the parties heretoparties, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall 12.3 will survive the termination of this Agreement; provided, however, that termination of this Agreement and except that such termination shall will not relieve any party hereto of any liability for any willful breach of this Agreementoccurring prior to the termination.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Medassets Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement shall become void and there shall be no liability on the part of any Party hereto except that (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this AgreementAgreement prior to termination.
Appears in 1 contract
Samples: Purchase Agreement (Stellus Capital Investment Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1Article 7.1(b) or (c), written notice thereof shall forthwith be given by the terminating party shall immediately give written notice of such termination to the other parties hereto, party and this Agreement shall thereupon terminate and become void and have no effectterminate, and the Transaction transactions contemplated hereby shall be abandoned abandoned, without further action by any of the parties heretoparties. If this Agreement is terminated as provided in this Article 7, neither party will have any liability or further obligation under this Agreement to any other party, except that the provisions of as provided in this Section 11.2 Article 7.2 and Sections 13.1Article 8.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination shall not nothing herein will relieve any party hereto of any from liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Interactive Intelligence Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby pursuant to this Section 11.18, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, effect except that (a) the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 Confidentiality Agreement shall survive the any termination of this Agreement Agreement, and except that such termination (b) notwithstanding anything to the contrary contained in this Agreement, no Party shall not relieve be relieved or released from any party hereto liability or damages arising out of any liability for any willful breach of any covenant or agreement set forth in this AgreementAgreement by any Party prior to the date of termination, unless the termination is effected pursuant to Section 8.3(a)(i).
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, this Agreement shall become void and there shall be no liability on the part of any Party except that (a) the obligations provided for in this Section 8.2, Section 5.2(b), Section 5.5, and Article IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any Party from liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Procedure and Effect of Termination. In the event of termination of Any party desiring to terminate this Agreement pursuant to Section 11.1, 7.1 shall give written notice thereof shall forthwith be given by the terminating party of such termination to the other parties heretoparty or parties, and as the case may be, to this Agreement shall thereupon terminate and become void and have no effect, and Agreement. In the Transaction shall be abandoned without further action by the parties hereto, except that the provisions event of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination the abandonment of the Merger pursuant to Section 7.1 hereof, this Agreement shall not relieve become void and there shall be no liability on the part of any party hereto except the obligations provided for in Sections 4.6(c), 4.10, this Article 7, Article 8 (in respect of those provisions that survive) and the definitions set forth in Article 9 hereof shall survive any liability for any willful breach such termination of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination the abandonment of the transactions contemplated hereby pursuant to Section 7.3, this Agreement shall not relieve become void and there shall be no liability on the part of any party hereto except (i) the obligations provided for in this Section 7.4 and 9.1 hereof shall survive any such termination of this Agreement and (ii) nothing herein shall relieve any Party from liability for any willful breach of this Agreement.
Appears in 1 contract
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) this Section 7.2 and the obligations set forth in Section 5.2(d), Section 5.2(e) and Article IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this AgreementAgreement or impair the right of any party to seek specific performance by the other party of its obligations hereunder.
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Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.19.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have be of no further force or effect; provided, and the Transaction shall be abandoned without further action by the parties heretohowever, except that the provisions of this any termination pursuant to Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination 9.1 shall not relieve any party hereto of any liability for under Section 9.3 through Section 9.8, as applicable. In addition, in the event of any willful breach such termination, all filings, applications and other submissions made pursuant to this Agreement or prior to the execution of this AgreementAgreement in contemplation thereof shall, to the extent practicable, be withdrawn from the agency or other entity to which made.
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Samples: Stock Purchase Agreement (National Patent Development Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) this Section 8.2 and the obligations set forth in Section 6.2(b) hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this AgreementAgreement or impair the right of any party to seek specific performance of any other party to enforce its rights hereunder pursuant to Section 11.16.
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Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination the abandonment of the transactions contemplated by this Agreement pursuant to Section 7.1 hereof, this Agreement shall not relieve become void and there shall be no Liability on the part of any party hereto of except (a) the provisions and obligations provided for in Section 1.1, Section 5.4, Section 5.5, this Section 7.2, and Article IX hereof shall survive any liability for any willful breach such termination of this Agreement.
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Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 12.2, 13.1, 13.2 and 17.7 14.6 shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
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Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Purchaser pursuant to Section 11.19.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no further effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 Sections 10.2 and Sections 13.1, 13.2 and 17.7 10.8 shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.
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