Common use of Survival After Termination Clause in Contracts

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12, 12.5 and 12.11 and this Article 9. Notwithstanding the foregoing, nothing in this Section 9.2 shall relieve any party to this Agreement of liability for a breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and Agreement, each Ancillary Agreement and the Consulting Agreement (other than any Ancillary Agreement that this Agreement or such Ancillary Agreement provides shall become effective in the event of such termination) shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of this Section 9.2 and Sections 7.3, 7.12, 12.5 and 7.15, 12.5, 12.11 and this Article 912.13. Notwithstanding the foregoing, nothing in this Section 9.2 shall relieve any party Party to this Agreement of liability for a breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 10.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become null and void and of no further force and effect, without and none of the parties hereto shall have any liability on the part in respect of any party heretoa termination of this Agreement, except for to the provisions extent that failure to satisfy the conditions of Sections 7.12, 12.5 and 12.11 and this Article 9. Notwithstanding Articles VIII or IX results from the foregoing, nothing in this Section 9.2 shall relieve any violation by such party to this Agreement of liability for a breach of any provision of this Agreement or the provisions of any agreement made as of the date hereof or subsequent thereto to be made pursuant to this Agreement; provided, however, that Sections 7.2(b) and (c) hereof and Section 12.2 hereof shall survive the termination of this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 8.1 hereof and the transactions contemplated hereby are not consummated, except as otherwise specifically provided herein, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability Liability on the part of any party heretohereto (or any of its Representatives), except for the provisions of Sections 7.12, 12.5 7.2 and 12.11 11.2 and this Article 9Section 8.2. Notwithstanding the foregoing, nothing in this Section 9.2 8.2 or in Article 9 shall relieve any party to this Agreement of liability for a willful breach of any representation, warranty, agreement, covenant or other provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is -------------------------- terminated in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12, 12.5 6.6 and 12.11 and this Article 96.10. Notwithstanding the foregoing, nothing in this Section 9.2 Article IX shall relieve any party to this Agreement of liability for a willful breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 7.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12, 12.5 4.8 and 12.11 and this Article 94.12. Notwithstanding the foregoing, nothing in this Section 9.2 7.2 shall relieve any party to this Agreement of liability for a material breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated11.1 hereof, this Agreement and each Ancillary Agreement shall become void and of no further force and effect; provided, without however, that none of the parties hereto shall have any liability on the part in respect of any party heretoa termination of this Agreement, except for that the provisions of Sections 7.12Section 8.2(b) (Confidential Information), 12.5 and 12.11 ARTICLE XIV (Miscellaneous) shall survive the termination of this Agreement, and this Article 9. Notwithstanding the foregoing, that nothing in this Section 9.2 herein shall relieve the Company or the Stockholders from any party to this Agreement of liability for a any intentional or willful breach of any provision the provisions of this Agreement or any agreement made as prior to the termination of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof and the transactions Transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12Section 5.6, 12.5 Section 5.8 and 12.11 and this Article 9. Notwithstanding the foregoing, nothing in this Section 9.2 and Article X. None of the parties hereto shall relieve have any liability in the event of a termination of this Agreement, except to the extent that such termination results from the willful violation by such party to this Agreement of liability for a breach of any provision of this Agreement its representations, warranties, covenants or any agreement made as of the date hereof or subsequent thereto pursuant to obligations under this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 8.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12, 12.5 6.5 and 12.11 and this Article 96.9. Notwithstanding the foregoing, nothing in this Section 9.2 8.2 shall relieve any party to this Agreement of liability for a willful breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof 11.1 and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12Section 7.12 and Article X and the provisions of the Confidentiality Agreements referred to in Section 7.9. None of the parties hereto shall have any liability in the event of a termination of this Agreement, 12.5 and 12.11 and this Article 9. Notwithstanding except to the foregoing, nothing in this Section 9.2 shall relieve any extent that such termination results from the violation by such party to this Agreement of liability for a breach of any provision of its obligations under this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in -------------------------- accordance with Section 9.1 8.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12, 12.5 6.5 and 12.11 and this Article 96.9. Notwithstanding the foregoing, nothing in this Section 9.2 8.2 shall relieve any party to this Agreement of liability for a willful breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated10.1 hereof, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without effect and none of the parties hereto shall have any liability on the part in respect of any party heretoa termination of this Agreement, except for that the provisions of Sections 7.12Section 7.2(b), 12.5 and 12.11 and this Article 9. Notwithstanding the foregoingSection 7.2(d), nothing in Section 7.16, this Section 9.2 10.2, Section 10.3, Article 12, Article 13 and any provisions of Article 1 required for the interpretation of the foregoing provisions shall relieve any party to this Agreement of liability for a breach of any provision survive the termination of this Agreement and that nothing herein shall relieve the Guarantor or the Seller from any agreement made as liability for any breach of the date hereof or subsequent thereto pursuant provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof and the transactions Transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12Section 5.6, 12.5 Section 5.9 and 12.11 and this Article 9. Notwithstanding the foregoing, nothing in this Section 9.2 and Article X. None of the parties hereto shall relieve have any party to this Agreement liability in the event of liability for a breach of any provision termination of this Agreement or any agreement made as Agreement, except to the extent that such termination results from the willful violation by such party of the date hereof or subsequent thereto pursuant to its obligations under this Agreement.. ARTICLE X

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 13.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect; provided, without however, that none of the parties hereto shall have any liability on the part of any party hereto, except for the provisions of Sections 7.12, 12.5 and 12.11 and this Article 9. Notwithstanding the foregoing, nothing in this Section 9.2 shall relieve any party to this Agreement of liability for a breach of any provision respect of this Agreement or arising from the termination of this Agreement, except to the extent that failure to satisfy the conditions of Articles 10 or 11 results from the intentional or willful violation by such party of this Agreement or the provisions of any agreement made as of the date hereof or subsequent thereto to be made pursuant to this AgreementAgreement and except that the provisions of Section 9.2(b) and Article 12 shall survive the termination of this Agreement for the periods provided by their respective provisions.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 11.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall will become void and of no further force and effect, without any liability on the part of any party hereto, except for that the provisions of Sections 7.12, 12.5 and 12.11 and this Article 9. Notwithstanding the foregoing, nothing set forth in this Section 9.2 shall relieve 11.2, and in Sections 7.1(c) and 7.6(a) and Article XII hereof will survive the termination of this Agreement. None of the parties hereto will have any party Liability in respect of a termination of this Agreement, except with respect to this Agreement of liability Section 11.2 and Sections 7.1(c), 7.6(a), 12.1 and 12.2 hereof and except for a any Liability for any breach of any provision of this Agreement or prior to any agreement made as of the date hereof or subsequent thereto pursuant to this Agreementsuch termination.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof 11.1 and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12Section 7.12 and Article X and the provisions of the Confidentiality Agreements referred to in Section 7.9. Except as set forth in Section 11.3, 12.5 and 12.11 and none of the parties hereto shall have any liability in the event of a termination of this Article 9. Notwithstanding Agreement, except to the foregoing, nothing in this Section 9.2 shall relieve any extent that such termination results from the violation by such party to this Agreement of liability for a breach of any provision of its obligations under this Agreement or any agreement made as of the date hereof February 13, 1997 or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated -------------------------- in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12, 12.5 6.10 and 12.11 and this Article 96.13. Notwithstanding the foregoing, nothing in this Section 9.2 shall relieve any party to this Agreement of liability for a material breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 SECTION 11.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12SECTIONS 6.6 and 7.2 and ARTICLES 13, 12.5 21 and 12.11 and this Article 9. Notwithstanding 22 provided, however, that the foregoing, nothing in this Section 9.2 termination shall not relieve any party to this Agreement of any liability for a any breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof 12.1 and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, effect (except for the provisions of obligations under Sections 7.125.3, 12.5 6.1 and 12.11 and this Article 9. Notwithstanding the foregoing10.2); provided, nothing in this Section 9.2 shall relieve any party to this Agreement of liability for a breach of any provision of this Agreement or any agreement made as however, that none of the date hereof or subsequent thereto pursuant to parties shall have any liability in respect of a termination of this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 7.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12, 12.5 4.10 and 12.11 and this Article 94.14. Notwithstanding Notwith- standing the foregoing, nothing in this Section 9.2 7.2 shall relieve re- lieve any party to this Agreement of liability for a material breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 10.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without except that the provisions set forth in Section 5.2(b), Section 5.2(c), Section 6.6, Section 10.2 and Section 11.1 shall survive the termination of this Agreement. None of the parties hereto shall have any liability on the part in respect of any party heretoa termination of this Agreement, except with respect to Section 5.2(b), Section 5.2(c), Section 6.6, Section 10.2 and Section 11.1 and except for the provisions of Sections 7.12, 12.5 and 12.11 and this Article 9. Notwithstanding the foregoing, nothing in this Section 9.2 shall relieve any party to this Agreement of liability for a any breach of any provision of this Agreement or prior to any agreement made as of the date hereof or subsequent thereto pursuant to this Agreementsuch termination.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated8.01 hereof, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without effect and none of the parties hereto shall have any liability on the part in respect of any party heretoa termination of this Agreement, except for that the provisions of Sections 7.12Section 6.03, 12.5 and 12.11 and this Article 9. Notwithstanding the foregoingSection 6.17, nothing in this Section 9.2 8.02, and Article 9 shall survive the termination of this Agreement and except that nothing herein shall relieve any party to this Agreement of from any liability for a any breach of any provision the provisions of this Agreement or (including from any agreement inaccuracy in its representations and warranties and any non-performance by it of its covenants made as herein) prior to the termination of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 12.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without except that the provisions set forth in Section 6.2(b), Section 7.5, this Section 12.2 and ARTICLE XIII shall survive the termination of this Agreement. None of the parties hereto shall have any liability on the part or obligation in respect of any party heretoa termination of this Agreement, except for the provisions of Sections 7.12(a) any breach by such party prior to termination and (b) obligations under Section 6.2(b), 12.5 and 12.11 and this Article 9. Notwithstanding the foregoingSection 7.5, nothing in this Section 9.2 shall relieve any party to this Agreement of liability for a breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement12.2 and ARTICLE XIII.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 7.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12Section 5.6, 12.5 this Section 7.2, the first sentence of Section 5.10 and 12.11 and this Article 9clause (i) of the second sentence of Section 5.10. Notwithstanding the foregoing, nothing in this Section 9.2 7.2 shall relieve any party to this Agreement of liability for a willful breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated by the parties hereto in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated10.1 hereof, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without effect and none of the parties hereto shall have any liability on the part in respect of any party heretoa termination of this Agreement, except for that the provisions of Sections 7.12Section 7.2(b), 12.5 and 12.11 and this Article 9. Notwithstanding the foregoingSection 7.2(c), nothing in this Section 9.2 10.2, Article 12 and any provisions of Article 1 required for the interpretation of the foregoing provisions shall survive the termination of this Agreement and that nothing herein shall relieve any party to this Agreement of hereto from any liability for a any material breach of any provision the provisions of this Agreement or any agreement made as prior to the termination of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof 12.1 and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12Section 5.5; provided, 12.5 and 12.11 and this Article 9. Notwithstanding however, that none of the foregoing, nothing parties shall have any liability in this Section 9.2 shall relieve any party to respect of a termination of this Agreement except to the extent that failure to satisfy the conditions of liability for a breach Article VI or Article VII, as the case may be, results from the violation of any provision of such party contained in this Agreement or any agreement made as of the date hereof or subsequent thereto Schedules and Exhibits delivered pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 6.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.124.5(b), 12.5 and 12.11 4.5(d), 4.7 and this Section 6.2 and Article 9IX, and except that the Confidentiality Agreement as modified by Section 4.5(a) shall remain in effect in accordance with its terms. Notwithstanding the foregoing, nothing in this Section 9.2 6.2 shall relieve any party to this Agreement of liability for a any willful breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 6.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for that the provisions of Sections 7.124.4(a) and (d), 12.5 4.7, this Section 6.2, Article VIII, Section 9.8, and 12.11 Section 9.9 and this Article 9the Confidentiality Agreement shall remain in effect in accordance with their terms. Notwithstanding the foregoing, nothing in this Section 9.2 6.2 shall relieve any party to this Agreement of liability for a any willful and material breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 7.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.125.5(a), 12.5 (c) and 12.11 (d), 5.8, this Section 7.2 and this Article 9X, and except that the Confidentiality Agreement shall remain in effect in accordance with its terms. Notwithstanding the foregoing, nothing in this Section 9.2 7.2 shall relieve any party to this Agreement of from any liability for a breach any Willful Breach of any provision of this Agreement covenant or any agreement made as of the date hereof or subsequent thereto pursuant to obligation contained in this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 7.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.122.12, 12.5 3.5, 4.5, 5.9(a) (the first sentence only), 5.9(d) and 12.11 5.13 and this Article 9Section 7.2. Notwithstanding the foregoing, nothing in this Section 9.2 7.2 shall relieve any party to this Agreement of liability for a breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated10.1 hereof, this Agreement and each Ancillary Agreement shall become void and of no further force and effect; provided, without however, that none of the parties hereto shall have any liability on the part in respect of any party heretoa termination of this Agreement, except for that the provisions of Sections 7.12Section 7.2(b) (Confidential Information), 12.5 Section 7.2(e) (Public Announcements), 10.3 (Maximum Recovery), ARTICLE 13, and 12.11 and all related definitions shall survive the termination of this Article 9. Notwithstanding the foregoingAgreement; provided, that nothing in this Section 9.2 herein shall relieve any party to this Agreement of from any liability for a any wilful breach of any provision the provisions of this Agreement or any agreement made as prior to the termination of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.127.15, 12.5 11.5, 11.8, 11.9 and 12.11 11.10 and this Article 9. Notwithstanding the foregoing, nothing in this Section 9.2 shall relieve any party to this Agreement of liability for a breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 7.1 hereof and the transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Sections 7.12, 12.5 4.9 and 12.11 and this Article 94.17. Notwithstanding the foregoing, nothing in this Section 9.2 7.2 shall relieve any party to this Agreement of liability for a material breach of any provision of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 9.1 hereof and the transactions contemplated hereby are not consummated10.1 hereof, this Agreement and each Ancillary Agreement shall become void and of no further force and effect; provided, without however, that none of the parties hereto shall have any liability on the part in respect of any party heretoa termination of this Agreement, except for that the provisions of Sections 7.12Section 7.2(b) (Confidential Information), 12.5 Section 7.2(d) (Public Announcements), ARTICLE 12, and 12.11 and all related definitions shall survive the termination of this Article 9. Notwithstanding the foregoingAgreement; provided, that nothing in this Section 9.2 herein shall relieve any party to this Agreement of from any liability for a any willful breach of any provision the provisions of this Agreement or any agreement made as prior to the termination of the date hereof or subsequent thereto pursuant to this Agreement.