LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto except (a) as provided in Sections 11.03 or 11.07 and (b) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth in this Agreement.
LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses relating to the transactions contemplated hereby. No party hereto shall be liable to any other party if the Agreement is terminated under Sections 12.1(i), (ii) (except as set forth therein), (iv) or (v), provided, however (and notwithstanding anything in Section 18.7 to the contrary), that VPI shall reimburse the COMPANY for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by the COMPANY or the STOCKHOLDERS pursuant to Section 12.1(iii); and further provided, however (and notwithstanding anything in Section 18.7 to the contrary), that the COMPANY and the STOCKHOLDERS shall reimburse VPI for the reasonable documented fees and expenses of its attorneys and accountants incurred in connection with the transactions contemplated by this Agreement in the event that this Agreement is terminated by VPI pursuant to Section 12.1(iii).
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto except (a) as provided in Section 11.07, (b) each Stockholder shall be severally liable for any breach by that Stockholder of any covenant made severally by that Stockholder in this Agreement and for any breach by that Stockholder of any representation and warranty made by that Stockholder severally in Article III and which that Stockholder knew was untrue or inaccurate at the date of this Agreement, and (c) the Company shall be liable for any breach by the Company of any covenant made by the Company in this Agreement and for any breach by the Company of any representation and warrant made by the Company in Article IV and which the Company knew as untrue or inaccurate at the date of this Agreement, and (d) TMI shall be liable for any breach by TMI of any covenant made by TMI in this Agreement and for any breach by TMI of any representation and warranty made by TMI in Article V and which TMI knew was untrue or inaccurate at the date of this Agreement.
LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 6.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses relating to the transactions contemplated hereby. No party hereto shall be liable to any other party if the Agreement is terminated under Sections 11.1(i), (ii) (except as set forth therein), (iv), (v) or (vi).
LIABILITIES IN EVENT OF TERMINATION. In the event of any termination of the Agreement pursuant to Section 10.1, written notice thereof shall forthwith be given to the other party specifying the provision hereof pursuant to which any such termination is made, this Agreement shall forthwith become wholly void and of no further force and effect, and there shall be no Liability on the part of Buyer or the Sellers, except that the obligations of the Sellers and Buyer under this Article X and the last sentence of Section 8.3(a) shall remain in full force and effect.
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 9.1, all obligations of the parties under this Agreement will terminate except for the parties respective obligations under Section 6.21 and 11.18. Notwithstanding a party's right to pursue remedies for breach of contract upon termination of this Agreement in accordance with Section 9.1, no remedies for breaches of representations and warranties will be available if this Agreement is terminated pursuant to Section 9.1. Furthermore, if the Closing does not occur, no party will be liable for any incidental, consequential, exemplary, special, or punitive damages in connection with any claim for breach of this Agreement.
LIABILITIES IN EVENT OF TERMINATION. In the event of termination of this Agreement as provided in this Section 12.1 or 12.2 all further obligations of the parties hereto under this Agreement (other than pursuant to Section 7.1(d), 14 and 17.6, which shall continue in full force) shall terminate without further liability or obligation on the part of any party hereto; provided however, that no party shall be released from liability hereunder if this Agreement is terminated and the transactions are abandoned by reason of (i) willful failure of such party to have performed its obligations hereunder, or (ii) any knowing misrepresentation made by such party of any matter set forth herein.
LIABILITIES IN EVENT OF TERMINATION. CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this "Agreement") is made as of February 11, 1997, by and among Apple Orthodontix, Inc., a Delaware corporation ("Apple"), Paul H. Rigali, D.D.S., P.C., a Connecticut professional corporation (xxx "Xxxxxx"), and the persons listed on the signature pages hereof under the caption "Owners" (collectively, the "Owners," and each of those persons, individually, an "Owner"). This Agreement consists of the Contribution Agreement set forth below and a separate document of Uniform Provisions, which shall be a part hereof for all purposes.
LIABILITIES IN EVENT OF TERMINATION. In the event of termination of ----------------------------------- this Agreement as provided in this Section there shall be no liability or obligation on the part of any party hereto except to the extent that such liability is based on the breach by a party of any of its representations, warranties or covenants set forth in this Agreement, provided however, that there shall be no liability for a breach of representation or warranty if such representation or warranty was made in good faith and with no reason to know such representation or warranty was not true at the time made.
