Common use of Procedure and Effect of Termination Clause in Contracts

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1, written notice thereof shall be given by the Party so terminating to the other Parties to this Agreement, and this Agreement shall terminate and the Merger shall be abandoned without further action by the Parties. If this Agreement is terminated pursuant to Section 8.1 hereof: (a) this Agreement shall become null and void and of no further force or effect, except that the obligations provided for in Article 7, this Section 8.2 and Article 9 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein, such termination shall be without liability of any Party to any other Party; provided, however, that if the Merger fails to close as a result of any breach or violation of any representations, warranties, covenants or agreements contained in this Agreement by any Party, such Party shall be fully liable for any and all Damages incurred or suffered by the other Parties as a result of any such breach or violation, including equitable remedies as provided in Section 9.12, so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to Section 8.19.1, written notice thereof shall be given by the Party party so terminating to the other Parties parties to this Agreement, and this Agreement shall terminate and the Merger transactions contemplated by this Agreement shall be abandoned without further action by the Partiesparties hereto. If this Agreement is terminated pursuant to Section 8.1 9.1 hereof: (a) this Agreement shall become null and void and of no further force or effect, except that the obligations provided for in Section 4.2, Section 7.4, Article 78, this Section 8.2 9.2 and Article 9 10 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein, such termination shall be without liability of any Party party to any other Partyparty; provided, however, that if the Merger fails transactions contemplated by this Agreement fail to close as a result of any breach or violation of any of its representations, warranties, covenants or agreements contained in this Agreement by any Partyparty, such Party party shall be fully liable for any and all Damages incurred or suffered by the other Parties parties as a result of any such breach or violation, including equitable remedies as provided in Section 9.12, violation so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to Section 8.19.1, written notice thereof shall be given by the Party party so terminating to the other Parties parties to this Agreement, and this Agreement shall terminate and the Merger transactions contemplated by this Agreement shall be abandoned without further action by the Partiesparties hereto. If this Agreement is terminated pursuant to Section 8.1 9.1 hereof: (a) this Agreement shall become null and void and of no further force or effect, except that the obligations provided for in Section 4.2, Article 78, this Section 8.2 9.2 and Article 9 10 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein, such termination shall be without liability of any Party party to any other Partyparty; provided, however, that if the Merger fails transactions contemplated by this Agreement fail to close as a result of any breach or violation of any of its representations, warranties, covenants or agreements contained in this Agreement by any Partyparty, such Party party shall be fully liable for any and all Damages incurred or suffered by the other Parties parties as a result of any such breach or violation, including equitable remedies as provided in Section 9.12, violation so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to Section 8.19.1, written notice thereof shall be given by the Party party so terminating to the other Parties parties to this Agreement, and this Agreement shall terminate and the Merger transactions contemplated by this Agreement shall be abandoned without further action by the Partiesparties hereto. If this Agreement is terminated pursuant to Section 8.1 9.1 hereof: (a) this Agreement shall become null and void and of no further force or effect, except that the obligations provided for in Section 7.4, Article 78, this Section 8.2 9.2 and Article 9 10 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein, such termination shall be without liability of any Party party to any other Partyparty; provided, however, that if the Merger fails transactions contemplated by this Agreement fail to close as a result of any breach or violation of any of its representations, warranties, covenants or agreements contained in this Agreement by any Partyparty, such Party party shall be fully liable for any and all Damages incurred or suffered by the other Parties parties as a result of any such breach or violation, including equitable remedies as provided in Section 9.12, violation so long as such other Parties parties are not then themselves in breach in any material respect of their respective obligations under this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to Section 8.19.1, written notice thereof shall be given by the Party party so terminating to the other Parties parties to this Agreement, and this Agreement shall terminate and the Merger transactions contemplated by this Agreement shall be abandoned without further action by the Partiesparties hereto. If this Agreement is terminated pursuant to Section 8.1 9.1 hereof: (a) this Agreement shall become null and void and of no further force or effect, except that the obligations provided for in Section 4.2, Section 7.4, Article 78, this Section 8.2 9.2 and Article 9 10 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein, such termination shall be without liability of any Party party to any other Partyparty; provided, however, that if the Merger fails transactions contemplated by this Agreement fail to close as a result of any breach or violation of any of its representations, warranties, covenants or agreements contained in this Agreement by any Partyparty, such Party party shall be fully liable for any and all Damages incurred or suffered by the other Parties parties as a result of any such breach or violation, including equitable remedies as provided in Section 9.12, violation so long as such other Parties parties are not then themselves in breach in any material respect of their respective obligations under this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to Section 8.17.1, written notice thereof shall be given by the Party so terminating to the other Parties to this Agreement, and this Agreement shall terminate and the Merger transactions contemplated hereby shall be abandoned without further action by the Parties. If this Agreement is terminated pursuant to Section 8.1 7.1 hereof: (a) this Agreement shall become null and void and of no further force or effect, except that the obligations provided for in this Article 7VII, this Section 8.2 Article VIII and Article 9 IX hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein, such termination shall be without liability of any Party to any other Party; provided, however, that if the Merger fails transactions contemplated hereby fail to close as a result of any breach or violation of any representations, warranties, covenants or agreements contained in this Agreement by any Party, such Party shall be fully liable for any and all Damages incurred or suffered by the other Parties as a result of any such breach or violation, including equitable remedies as provided in Section 9.12Section, 9.15, so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to Section 8.19.1, written notice thereof shall forthwith be given by the Party so terminating to the other Parties to this Agreement, and this Agreement shall terminate and the Merger transactions contemplated hereby shall be abandoned abandoned, without further action by any of the Parties. If this Agreement is terminated pursuant to Section 8.1 hereof: (a) as provided herein, this Agreement shall become null and void and no Party shall have any liability or further obligation to any other Party to this Agreement resulting from such termination except (a) that the provisions of no further this Section 9.2 shall remain in full force or and effect, except that the obligations provided for in Article 7, this Section 8.2 and Article 9 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein, no Party waives any claim or right against a breaching Party to the extent that such termination shall be without liability results from the breach by a Party hereto of any Party to any other Party; provided, however, that if the Merger fails to close as a result of any breach or violation of any its representations, warranties, covenants or agreements contained set forth in this Agreement by any Partyand the Sellers or the Purchaser may seek such remedies, such Party shall be fully liable for any and all Damages incurred or suffered by including damages and/or specific performance, against the other Parties as a result of any with respect to such breach or violation, including equitable remedies as provided in Section 9.12, so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreement, or, in the case of fraud or willful breach, as are otherwise available at Law or in equity, and (c) the confidentiality provisions contained in Section 5.8 and the expense provisions contained in Section 10.4 shall survive termination.

Procedure and Effect of Termination. In (a) Any Party desiring to terminate this Agreement pursuant to Section 8.1 shall give written notice of such termination to the other Parties to this Agreement. Except as set forth in this Section 8.2, in the event of the termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to Section 8.1, written notice thereof shall be given by the Party so terminating to the other Parties to this Agreement, and this Agreement shall terminate and the Merger shall be abandoned without further action by the Parties. If this Agreement is terminated pursuant to Section 8.1 hereof: (a) this Agreement shall become null and void and of no further force or effect, except that the obligations provided for in Article 7, this Section 8.2 8.2, (i) each Party’s representations and Article 9 hereof warranties shall survive any such termination of this Agreement; and Agreement for two (b2) except as otherwise set forth herein, such years and (ii) that the foregoing termination shall be without liability not relieve any Seller of any Party to liability, damages or losses resulting from any other Party; provided, however, that if the Merger fails to close as a result fraud or any willful and material breach of any breach or violation of any its representations, warranties, covenants or agreements contained set forth in this Agreement by any Party, such Party shall be fully liable for any and all Damages incurred or suffered by the other Parties as a result Agreement. For purposes of any such breach or violation, including equitable remedies as provided in Section 9.12, so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreement, “willful and material breach” shall mean any deliberate act or failure to act, which act or failure to act constitutes in and of itself a material breach of this Agreement, regardless of whether breaching was the conscious object of the act or failure to act.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.18.1 hereof, written notice thereof shall forthwith be given by the Party so terminating party to the other Parties to this Agreementparty, and 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. If parties hereto; provided that, if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement is terminated pursuant to Section 8.1 hereof: (a) this Agreement shall become null and void and or from the breach by a party of no further force any representation or effect, except that the obligations provided for in Article 7, this Section 8.2 and Article 9 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth warranty contained herein, such termination shall be without liability of any Party to any other Party; provided, however, that if the Merger fails to close as a result of any breach or violation of any representations, warranties, covenants or agreements contained in this Agreement by any Party, such Party party shall be fully liable for any and all Damages damages incurred or suffered by the other Parties party as a result of any such breach failure or violation, including equitable remedies breach. If this Agreement is terminated as provided in Section 9.12herein: (a) each party hereto shall redeliver, so long as such and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other Parties are not then themselves in breach in any material of each party hereto relating to the Merger, whether obtained before or after the execution hereof; and (b) each party agrees that all Confidential Information received by party with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of their respective obligations under this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.18.1 hereof, written notice thereof shall forthwith be given by the Party so terminating party to the other Parties to this Agreementparty, and 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. If parties hereto; provided that, if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement is terminated pursuant to Section 8.1 hereof: (a) this Agreement shall become null and void and or from the breach by a party of no further force any representation or effect, except that the obligations provided for in Article 7, this Section 8.2 and Article 9 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth warranty contained herein, such termination shall be without liability of any Party to any other Party; provided, however, that if the Merger fails to close as a result of any breach or violation of any representations, warranties, covenants or agreements contained in this Agreement by any Party, such Party party shall be fully liable for any and all Damages damages incurred or suffered by the other Parties party as a result of any such breach failure or violation, including equitable remedies breach. If this Agreement is terminated as provided in Section 9.12herein: (a) each party hereto shall redeliver, so long as such and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other Parties are not then themselves in breach in any material of each party hereto relating to the Merger, whether obtained before or after the execution hereof; and (b) each party agrees that all Confidential Information received by a party with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of their respective obligations under this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.111.1, written notice thereof shall forthwith be given by the terminating Party so terminating to the other Parties Party and Buyer shall return to Seller or destroy all documents, work papers and other materials of Seller relating to the Business and to the Transactions, whether so obtained before or after the execution hereof. In the event of the termination of this Agreement pursuant to Section 11.1, no Party to this Agreement shall have any Liability under this Agreement to any other Party except that no such termination shall relieve any Party from any Liability for Fraud or for Willful Breach by such Party; it being understood and agreed that the Confidentiality Agreement, this Article XI, and Article XIII (except for Section 13.3 and Section 13.11) hereof and all provisions of this Agreement necessary for the interpretation and enforcement thereof shall remain in full force and effect following such termination (and all other terms of this Agreement shall terminate and the Merger shall be abandoned without further action by the Parties. If this Agreement is terminated pursuant to Section 8.1 hereof: (a) this Agreement shall become null and void and of no further force or effect, except that the obligations provided for in Article 7, this Section 8.2 and Article 9 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein, such termination shall be without liability of any Party to any other Party; provided, however, that if the Merger fails to close as a result of any breach or violation of any representations, warranties, covenants or agreements contained in this Agreement by any Party, such Party shall be fully liable for any and all Damages incurred or suffered by the other Parties as a result of any such breach or violation, including equitable remedies as provided in Section 9.12, so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreement).

Procedure and Effect of Termination. In the event (a) If this Agreement is terminated by either or both of the termination of this Agreement and Buyers or the abandonment of the Merger Sellers pursuant to Section 8.111.01, prompt written notice thereof shall be given by the Party so terminating to the other Parties to this AgreementParty, and this Agreement shall terminate and the Merger Transactions shall be abandoned without further action or Liability of any Party hereto; provided, nothing herein shall relieve a Party of Liability for any Willful Breach by the Partiessuch Party. If this Agreement is terminated pursuant as provided herein, all filings, applications and other submissions relating to Section 8.1 hereof: (a) this Agreement shall become null and void and of no further force the transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, be withdrawn from the Governmental Authority or effect, except that the obligations provided for in Article 7, this Section 8.2 and Article 9 hereof shall survive any such termination of this Agreement; andother Person to which made. (b) except as otherwise Without limiting the generality of the foregoing, or any applicable Law, neither the Buyers nor the Sellers may rely on the failure of any condition precedent set forth herein, such termination shall in ARTICLE VII or ARTICLE VIII to be without liability of any Party to any other Party; provided, however, that if the Merger fails to close satisfied as a result ground for termination of any breach or violation of any representations, warranties, covenants or agreements contained in this Agreement by any Party, such Party shall be fully liable for if such failure was caused by such Party’s Willful Breach. (c) Notwithstanding any termination of this Agreement pursuant to Section 11.01, this Section 11.02 and all Damages incurred or suffered by the other Parties as a result of ARTICLE XII will survive any such breach or violation, including equitable remedies as provided in Section 9.12, so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreementtermination.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1this Article VII, the terminating Party shall forthwith give written notice thereof shall be given by the Party so terminating to the other Parties to this Agreement, Party and this Agreement shall terminate terminate, and the Merger transactions contemplated hereby shall be abandoned abandoned, without further action by any of the Parties. Notwithstanding the foregoing, the provisions of this Section 7.2(a) and Article VIII shall survive any such termination. (b) If this Agreement is terminated pursuant to Section 8.1 hereof: (a) this Agreement shall become null and void and of no further force or effect, except that the obligations as provided for in Article 7, this Section 8.2 and Article 9 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein, such termination no Party shall be without have any liability of any Party or further obligation hereunder to any other Party; provided, however, except that if the Merger fails to close as a result of nothing herein will relieve any Party from liability (i) for any breach of this Agreement which occurred prior to or violation in connection with such termination or (ii) for any intentional or willful and material breach of any representations, warranties, covenants or agreements contained in this Agreement by any such Party, and all rights and remedies of a non-breaching Party under this Agreement in the case of such Party intentional or willful and material breach, whether arising at law or in equity, shall be fully liable for any and all Damages incurred or suffered by the other Parties as a result of any such breach or violation, including equitable remedies as provided in Section 9.12, so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreementpreserved.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment Agreement, none of the Merger pursuant Purchaser, the Company or any Seller shall have any obligation to perform hereunder from and after the date of such termination, except that Section 8.110.04 (Expenses), written notice thereof Section 10.07 (Notices), Section 10.08 (Governing Law) and Section 10.09 (Consent to Jurisdiction; Jury Trial; Venue) shall be given by the Party so terminating to the other Parties to this Agreement, survive such termination and this Agreement shall terminate remain in full force and the Merger shall be abandoned without further action by the Partieseffect notwithstanding such termination. If this Agreement is terminated pursuant to as permitted by Section 8.1 hereof: (a) this Agreement shall become null and void and of no further force or effect, except that the obligations provided for in Article 7, this Section 8.2 and Article 9 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein9.01, such termination shall be without liability of any Party party (or any stockholder, director, partner, officer, employee, agent, consultant or representative of such party) to any the other Partyparties to this Agreement; provided, however, provided that if such termination shall result from the Merger fails to close as a result willful failure of any party to fulfill a condition to the performance of the obligations of the other parties, failure to perform a covenant of this Agreement or willful breach or violation by any party hereto of any representations, warranties, covenants representation or agreements warranty or agreement contained in this Agreement by any Partyherein, such Party party shall be fully liable for any and all Damages Losses incurred or suffered by the other Parties parties as a result of any such breach failure or violation, including equitable remedies as provided in Section 9.12, so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreementbreach.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to Section 8.19.1, written notice thereof shall forthwith be given by the Party so terminating to the other Parties to this Agreement, and this Agreement shall terminate and the Merger transactions contemplated hereby shall be abandoned abandoned, without further action by any of the Parties. If this Agreement is terminated pursuant to Section 8.1 hereof: (a) as provided herein, this Agreement shall become null and void and no Party shall have any liability or further obligation to any other Party to this Agreement resulting from such termination except (a) that the provisions of no further this Section 9.2 shall remain in full force or and effect, except that the obligations provided for in Article 7, this Section 8.2 and Article 9 hereof shall survive any such termination of this Agreement; and (b) except as otherwise set forth herein, no Party waives any claim or right against a breaching Party to the extent that such termination shall be without liability results from the breach by a Party hereto of any Party to any other Party; provided, however, that if the Merger fails to close as a result of any breach or violation of any its representations, warranties, covenants or agreements contained set forth in this Agreement by any Partyand the Sellers or Buyers may seek such remedies, such Party shall be fully liable for any and all Damages incurred or suffered by including damages, against the other Parties as a result of any with respect to such breach or violation, including equitable remedies as provided in Section 9.12, so long as such other Parties are not then themselves in breach in any material respect of their respective obligations under this Agreement, or, in the case of fraud or willful breach, as are otherwise available at Law or in equity, and (c) the confidentiality provisions contained in Section 6.10 above and the expense provisions contained in Section 11.4 below, shall survive termination.