Common use of Survival After Termination Clause in Contracts

Survival After Termination. If this Agreement is terminated pursuant to Section 7.1 and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 and 6 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.2, 4.3, 4.4, this Section 7.2 and Section 8 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Actrade Financial Technologies LTD)

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Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 10.1 and the transactions contemplated hereby are Contemplated Transaction is not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 7 and 6 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.2, 4.3, 4.45.2 and 6.1, this Section 7.2 10.2 and Section 8 Sections 11.2, 11.8 and 11.10 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sirius Satellite Radio Inc)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 11.1 and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 7 and 6 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.2, 4.3, 4.46.2(b) and 6.4, this Section 7.2 11.2 and Section 8 Articles 13 and 14 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (SDL Inc)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 and the transactions contemplated hereby are not consummated10.1, this Agreement it shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction non-satisfaction of the conditions set forth in Articles 5 6 and 6 7 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, Sections 5.2 (relating to the provisions of Sections 4.2Buyer's confidentiality obligations), 4.35.3, 4.45.4, 5.5, this Section 7.2 10.2 and Section 8 Article 11 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 12.1 and the transactions contemplated hereby Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 7 and 6 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.26.3, 4.3, 4.46.4 and 6.5, this Section 7.2 12.2 and Section 8 Article 13 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amn Healthcare Services Inc)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 10.1 and the transactions contemplated hereby Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 7 and 6 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.2, 4.3, 4.45.2 and 6.1, this Section 7.2 10.2 and Section 8 Sections 11.2, 11.8 and 11.10 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cd Radio Inc)

Survival After Termination. If this Agreement is terminated pursuant to Section 7.1 and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 and 6 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.2, 4.3, 4.47.2, this Section 7.2 7.3, and Section 8 9 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Callaway Golf Co /Ca)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 12.1 and the transactions contemplated hereby Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 7 and 6 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.26.3, 4.36.4, 4.46.5 and 6.17, this Section 7.2 12.2 and Section 8 Article 13 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amn Healthcare Services Inc)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 8.1 and the transactions contemplated hereby are not consummated, , (a) this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party Party on account of the nonsatisfaction of the conditions set forth in Articles 5 and 6 Article VI or Article VII resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party Party under this Agreement. Notwithstanding ; and (b) notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.2, 4.3, 4.4Section 5.6, this Section 7.2 8.2 and Section 8 Article X shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emmis Communications Corp)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 and 12.1, it shall subject to the transactions contemplated hereby are not consummatedlimitations set forth in Article 11, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions condi tions set forth in Articles 5 7 and 6 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.2Sec tions 6.4, 4.36.5, 4.4, this Section 7.2 13.2 and Section 8 13.6 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Playtex Products Inc)

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Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 10.1 and the transactions contemplated hereby are Contemplated Transaction is not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 7 and 6 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.25.2, 4.35.3, 4.45.5 and 6.1, Article 9, this Section 7.2 10.2 and Section 8 Sections 11.1, 11.7 and 11.9 shall survive any termination of this Agreementthe Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sirius Satellite Radio Inc)

Survival After Termination. If In the event of the termination of this Agreement is terminated pursuant to Section 7.1 and the transactions contemplated hereby are not consummated7.1, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 and 6 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, (i) the provisions of Sections 4.2, 4.3, 4.4, this Section 7.2 7.2, Section 4.2 and Section Article 8 shall survive any such termination and abandonment, and (ii) no such termination shall relieve the breaching party from Liability resulting from any breach by that party of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Spectrasite Holdings Inc)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 8.1 and the transactions contemplated hereby Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 6 and 6 7 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.2, 4.3, 4.45.2 and 5.3, this Section 7.2 8.2 and Section 8 Article 9 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Triarc Companies Inc)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 11.1 and the transactions contemplated hereby Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 7 and 6 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.2, 4.3, 4.45.2 and 6.1, this Section 7.2 11.2 and Section 8 Sections 12.2, 12.8 and 12.10 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Carmike Cinemas Inc)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 12.1 and the transactions contemplated hereby Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 7 and 6 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this 35 41 Agreement to the contrary, the provisions of Sections 4.26.3, 4.36.4, 4.46.5 and 6.16, this Section 7.2 12.2 and Section 8 Article 13 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amn Healthcare Services Inc)

Survival After Termination. If this Agreement is terminated terminates pursuant to Section 7.1 13.1 and the transactions contemplated hereby Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 5 8 and 6 9 resulting from the intentional or willful breach or violation of the representationsrepresenta tions, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 4.27.3, 4.3, 4.47.4 and 7.5, this Section 7.2 13.2 and Section 8 Articles 10 and 14 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Triarc Companies Inc)

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