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 this Article 7, written notice thereof will be given to all other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) Each of the parties will, upon request, redeliver all documents, work papers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the 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 (c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 7 contracts
Samples: Merger Agreement (Source Energy Corp /Ut/), Merger Agreement (Cardiff International Inc), Merger Agreement (Reflect Scientific Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the Company Buyer or Parent Seller pursuant to this Article 7, written notice thereof will be given to all the other parties Party and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties Parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties Party will, upon request, redeliver all documents, work papers and other material of the other parties Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party Party furnishing the same;
(b) No party 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 Party or any representative, agent, employee or independent contractor thereof; and
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Price David), Stock Purchase Agreement (Microsmart Devices, Inc.), Installment Purchase Agreement (Syntony Group Inc)
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 this Article 7, written notice thereof will be given to all other parties Parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties Parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties Parties will, upon request, redeliver all documents, work papers and other material of the other parties Parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party Party furnishing the same;
(b) No party 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 Party or any representative, agent, employee or independent contractor thereof; and
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 5 contracts
Samples: Merger Agreement (Gulf & Orient Steamship Company, Ltd.), Merger Agreement (Mondial Ventures, Inc.), Merger Agreement (Westcott Products Corp)
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 UNIPRO pursuant to this Article 79, written notice thereof will be given to all other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver all documents, work papers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 3 contracts
Samples: Securities Exchange Agreement (Worldtime Investment Advisors LTD), Securities Exchange Agreement (Unipro Financial Services Inc), Securities Exchange Agreement (China Honour Investment LTD)
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 this Article 7, written notice thereof will be given to all other parties Parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties Parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties Parties will, upon request, redeliver all documents, work papers and other material of the other parties Parties relating to the transactions contemplated hereby, whether obtained before or after the 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 3 contracts
Samples: Merger Agreement (Network Dealer Services Holding Corp.), Merger Agreement (Autoline Group Inc), Merger Agreement (Syntony Group Inc)
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 this Article 7Section 8, written notice thereof will be given to all other parties and this Agreement will terminate (except to the extent provided in Section 8.1 hereof) and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver re-deliver all documents, work papers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kleenair Systems Inc), Stock Purchase Agreement (Tecscan International Inc)
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the Company Seller or Parent Purchaser pursuant to this Article 7, written notice thereof will be given to all the other parties party and this Agreement will terminate (other than Sections 4.4, 4.7 and this Section 7.5 and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each Upon request therefor, each of the parties will, upon request, hereto will redeliver all documents, work papers and other material of the other parties party relating to the transactions contemplated hereby, whether obtained before or after the 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 2 contracts
Samples: Asset Purchase Agreement (National Patent Development Corp), Asset Purchase Agreement (Five Star Products Inc)
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 this Article 7, written notice thereof will be given to all other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver all documents, work papers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same;
(b) No party will have All rights and obligations of the parties hereunder shall terminate without any liability for a breach Liability of any representation, warranty, agreement, covenant or the provision party to any other party (except for any Liability of this Agreement, unless any party then in breach related to 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; andbreach).
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 2 contracts
Samples: Merger Agreement (Aftermarket Enterprises, Inc.), Merger Agreement (Penge Corp)
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 Mill Basin pursuant to this Article 79, written notice thereof will be given to all other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver all documents, work papers documents and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Mill Basin Technologies, Ltd.), Securities Exchange Agreement (Mill Basin Technologies, Ltd.)
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 Company or Parent parties pursuant to this Article 7Section 11.1, written notice thereof will shall forthwith be given by the terminating party to all the other parties party and this Agreement will shall terminate and the transactions contemplated hereby will shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each said termination shall be the sole remedy of the parties willhereto with respect to breaches of any agreement, upon request, redeliver all documents, work papers representation or warranty contained in this Agreement and other material none of the other parties relating 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 transactions contemplated herebyother party or any of their respective trustees, whether obtained before directors, officers or after Affiliates, as the execution hereofcase may be, pursuant to the party furnishing the same;this Agreement, except in each case as stated in this Section 11.2 and in Sections 7.2(b), 7.3 and 7.7; and
(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
(c) All all filings, applications and other submissions made pursuant to the terms of this Agreement willAgreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made.
Appears in 2 contracts
Samples: Asset Purchase Agreement (New England Electric System), Asset Purchase Agreement (Pg&e Corp)
Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby by the Company or Parent pursuant to this Article 7Section 7.1 hereof, written notice thereof will shall forthwith be given by the parties so terminating to all the other parties party and this Agreement will shall terminate and the transactions contemplated hereby will shall be abandoned, without further action by any of Seller, on the parties heretoone hand, or Buyer, on the other hand. If this Agreement is terminated as provided hereinpursuant to Section 7.1 hereof:
(a) Each of the parties will, upon request, each party shall redeliver all documents, work papers and other material materials of the other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by any party hereto with respect to the other party shall be treated in accordance with Section 5.2(b) hereof;
(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
(c) All all filings, applications and other submissions made pursuant to hereto shall, at the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.option 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 either or both of the Company or Parent parties pursuant to this Article 7Section 10.01, written notice thereof will shall forthwith be given to all the other parties party and this Agreement will shall terminate and the transactions contemplated hereby will shall be abandoned, without further action by any either of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties willupon request therefor, upon request, Purchaser will redeliver all documents, work papers and other material of the other parties due diligence materials relating to Company or any Subsidiary relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same;
(b) No no party will hereto shall have any liability or further obligation to any other party to this Agreement except (i) for a any breach of any representation, warranty, agreement, a covenant or the provision of this Agreement, unless such breach was due to a willful or bad faith action or omission agreement of such party or any representative, agent, employee or independent contractor thereofcontained in this Agreement and (ii) as stated specifically in this Agreement; and
(c) All all filings, applications and other submissions made pursuant to the terms of this Agreement willshall, to the extent practicable, be withdrawn from the agency or other person to which made.
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 Company Buyer or Parent Sellers pursuant to this Article 78, written notice thereof will be given to all the other parties Party and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties Parties hereto. If this Agreement is terminated as provided herein:;
(a) Each of the parties Party will, upon request, redeliver all documents, work papers and other material of the other parties Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, hereof to the party Party furnishing the same;:
(b) No party 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 Party or any representative, agent, employee or independent contractor thereof; and
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 1 contract
Samples: Private Securities Purchase Agreement (East Coast Diversified Corp)
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the Company Buyer or Parent Seller pursuant to this Article 78, written notice thereof will be given to all the other parties Party and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties Parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties Party will, upon request, redeliver all documents, work papers and other material of the other parties Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party Party furnishing the same;
(b) No party 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 Party or any representative, agent, employee or independent contractor thereof; and
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hirsch Capital CORP)
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 WYOI pursuant to this Article 78, written notice thereof will be given to all other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver all documents, work papers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 1 contract
Samples: Securities Purchase Agreement (Wyoming Oil & Minerals Inc)
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 this Article 7IX, written notice thereof will be given to all other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver all documents, work papers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the 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;
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made; and
(d) In the event of a termination pursuant to Section 9.2, the party terminating the Agreement shall pay the other party a termination fee equal to Seventy Five Thousand Dollars ($75,000).
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 Company Sellers or Parent Buyer pursuant to this Article 7, written notice thereof will must be given to all the other parties party and this Agreement will terminate (other than Sections 4.4, 4.5, 4.7, 8.2, 8.3, 9.1, 9.8 and 9.12) and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each Upon request therefor, each of the parties will, upon request, hereto will redeliver all documents, work papers workpapers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same;
(b) No party will have any further obligation to the other party to this Agreement pursuant to this Agreement except for liability for a breach of any representation, warranty, agreement, covenant or the provision breach 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
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 Company or Parent pursuant to this Article 7Section 10, written notice thereof will be given to all other parties and this Agreement will terminate (except to the extent provided in Section 10.1 hereof) and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver re-deliver all documents, work papers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the 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 action, intentional or negligent misrepresentation, or material omission of such party or any representative, agent, employee or independent contractor thereof; and
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
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 by the Company or Parent pursuant to this Article 7Section 8.1, written notice thereof will shall forthwith be given by the Party so terminating to all the other parties Parties, and this Agreement will shall terminate and the transactions contemplated hereby will shall be abandoned, abandoned without further action by any of the parties heretoParty. If this Agreement is terminated as provided hereinpursuant to Section 8.1:
(a) Each of the parties will, upon request, each Party shall (i) redeliver all documents, work papers and other material materials of the other parties Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party Party furnishing the samesame or (ii) destroy all such documents, work papers and other materials of the other Party and deliver notice to such Party that such destruction has been completed, in each case in accordance with the requirements of the Confidentiality Agreement;
(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
(c) All all filings, applications and other submissions made pursuant to hereto shall, at the terms option of this Agreement willthe Parties, and to the extent practicable, be withdrawn from the agency or other person Person to which made.;
Appears in 1 contract
Samples: Securities Purchase Agreement (Logitech International Sa)
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 EBM pursuant to this Article 710, written notice thereof will be given to all other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver all documents, work papers documents and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
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 Company or Parent LNPI pursuant to this Article 79, written notice thereof will be given to all other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver all documents, work papers documents and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 1 contract
Samples: Securities Exchange Agreement (Lone Pine Holdings, Inc)
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 this Article 76, written notice thereof will be given to all other parties Parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties Parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties Parties will, upon request, redeliver all documents, work papers and other material of the other parties Parties relating to the transactions contemplated hereby, whether obtained before or after the 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
(c) and All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 1 contract
Samples: Merger Agreement (Digitiliti Inc)
Procedure and Effect of Termination. In the event of the termination and abandonment of this Agreement and abandonment of the transactions contemplated hereby by the Company Sellers or Parent Buyer pursuant to this Article 7Section 10.1 hereof, written notice thereof will shall forthwith be given to all the other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties heretoParty. If this Agreement is terminated and the Contemplated Transactions are abandoned as provided herein:
(a) Each of the parties will, upon request, Party will redeliver all documents, work papers and other material of the any other parties Party relating to the transactions contemplated herebyContemplated Transactions, whether so obtained before or after the execution hereof, to the party Party furnishing the same; provided that each Party may retain one copy of all such documents for archival purposes in the custody of its outside or in-house counsel;
(b) No party will have All confidential information received by any liability for a breach Party hereto with respect to the business of any representationother Party or its Affiliates shall be treated in accordance with the provisions of the Confidentiality Agreement entered into between the Company and Parent, warranty, agreement, covenant or which shall survive the provision termination 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
(c) All filings, applications and other submissions submission made pursuant to any Person, including any Governmental Authority, in connection with the terms of this Agreement willContemplated Transactions shall, to the extent practicable, be withdrawn from the agency or other person to which madesuch Person.
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 Company or Parent China-Biotics pursuant to this Article 78, written notice thereof will shall be given to all other parties and this Agreement will shall terminate and the transactions contemplated hereby will shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties willshall, upon request, redeliver all documents, work papers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same;
(b) No party will shall 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement willshall, to the extent practicable, be withdrawn from the agency or other person to which made.
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 Company Seller or Parent Buyer pursuant to this Article 7, written notice thereof will must be given to all the other parties party and this Agreement will terminate (other than Sections 4.7, 10.2 and 10.9) and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each Upon request therefor, each of the parties will, upon request, hereto will redeliver all documents, work papers workpapers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same;
(b) No party will have any further obligation to the other party to this Agreement pursuant to this Agreement except for liability for a breach of any representation, warranty, agreement, covenant or the provision breach 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
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 Company or Parent Sooner Holdings pursuant to this Article 79, written notice thereof will be given to all other parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, redeliver all documents, work papers documents and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 1 contract
Samples: Securities Exchange Agreement (Sooner Holdings Inc /Ok/)
Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the Company Seller or Parent Buyer pursuant to this Article 7, written notice thereof will must be given to all the other parties party and this Agreement will terminate (other than Sections 4.7, 10.2 and 10.9) and the transactions contemplated hereby will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:
(a) Each Upon request therefore, each of the parties will, upon request, hereto will redeliver all documents, work papers and other material of the other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same;
(b) No party will have any further obligation to the other party to this Agreement pursuant to this Agreement except for liability for a breach of any representation, warranty, agreement, covenant or the provision breach 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
(c) All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.
Appears in 1 contract