Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 26 contracts
Samples: Subscription and Securities Purchase Agreement (New You, Inc.), Agreement and Plan of Merger (China Grand Resorts, Inc.), Agreement and Plan of Merger (Precious Investments, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.01, Article X, 10.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.01 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 16 contracts
Samples: Agreement of Merger and Plan of Reorganization (Excel Corp), Agreement of Merger and Plan of Reorganization (Be Active Holdings, Inc.), Agreement of Merger and Plan of Reorganization (Bullfrog Gold Corp.)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 12 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1, Article X, 13.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof13.9; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 12.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Powerverde, Inc.), Agreement and Plan of Merger and Reorganization (Bridgetech Holdings International Inc), Agreement and Plan of Merger (Trunity Holdings, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 13 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1, Article X, 14.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof14.12; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 13.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 10 contracts
Samples: Agreement of Merger and Plan of Reorganization (Broadcaster Inc), Agreement of Merger And (Fitness Xpress Software Inc.), Agreement of Merger And (Farrier Resources Corp)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 12 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1, Article X, 13.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof13.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 12.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 10 contracts
Samples: Agreement of Merger And (CURAXIS PHARMACEUTICAL Corp), Agreement of Merger And (Auto Search Cars, Inc.), Agreement of Merger And (Auto Search Cars, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1, Article X, 10.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.01 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 10 contracts
Samples: Agreement of Merger and Plan of Reorganization (Clear Skies Holdings Inc), Agreement of Merger and Plan of Reorganization (Customer Acquisition Network Holdings, Inc.), Agreement of Merger and Plan of Reorganization (Geeks on Call Holdings, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this ARTICLE 10 shall terminate all obligations of the parties Parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 11 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 4 contracts
Samples: Stock Purchase Agreement by And (Egpi Firecreek, Inc.), Stock Purchase Agreement by And (Egpi Firecreek, Inc.), Stock Purchase Agreement by And (Egpi Firecreek, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof 11.1 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 5.1, Article X, 12.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof12.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 11.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 4 contracts
Samples: Agreement of Acquisition And (Sona Development Corp), Agreement of Acquisition and Plan of Reorganization (Sona Development Corp), Agreement of Acquisition and Plan of Reorganization (Sona Development Corp)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.01, Article X10.03 and 10.11; provided , and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, howeverhowever , that termination pursuant to paragraphs (b), (c) or (ce) of Section 10.1 9.01 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 3 contracts
Samples: Agreement of Merger and Plan of Reorganization (CannLabs, Inc.), Agreement of Merger and Plan of Reorganization (Ip Technology Services, Inc.), Agreement of Merger and Plan of Reorganization (Blue Calypso, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.14 and 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Technology Holdings, Inc.), Agreement and Plan of Merger (Common Horizons Inc), Agreement and Plan of Merger (Becoming Art Inc)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 12 shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Sections 6.1 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof13.3; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 12.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 3 contracts
Samples: Agreement of Merger And (Spatializer Audio Laboratories Inc), Agreement of Merger And (Odyne Corp), Agreement of Merger And (Convention All Holdings Inc)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 11 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 5.1, Article X, 12.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof12.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 11.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 2 contracts
Samples: Agreement of Merger And (InfoLogix Inc), Agreement and Plan of Merger (Flex Resources Co. LTD)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 11 shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereofSection 6.1; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 11.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 2 contracts
Samples: Agreement of Merger And (WestMountain Alternative Energy Inc), Agreement of Merger And (WESTMOUNTAIN Co)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4Sections11.4, 11.7, 11.14, 11.15 11.14,11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HealthTalk Live, Inc.), Agreement and Plan of Merger (Innovative Consumer Products, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article 12 shall terminate all obligations of the parties Parties hereunder, except for the obligations under Article IX, Article X, Section 4.6 (Expenses) and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs 12.2 (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties heretoBreak-Up Fee).
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (UniTek Global Services, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereofSection 5.8; provided, however, that termination pursuant to paragraphs clause (b) or (c) of Section 10.1 9.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties heretoparty hereto resulting from its willful breach of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Suite 101 Com Inc), Stock Purchase Agreement (Suite 101 Com Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 9.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, IX and Sections 11.410.4, 11.710.7, 11.14, 11.15 10.14 and 11.16 10.15 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cody Resources, Inc.), Agreement and Plan of Merger (Cody Resources, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.01, Article X, 10.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall will not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization, Agreement of Merger and Plan of Reorganization (Cinjet Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Section 10.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereofSection 10.14; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.01 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JUVA LIFE INC./Canada), Agreement and Plan of Merger
Termination of Obligations. Termination of this Agreement -------------------------- pursuant to Section 10.1 hereof this Article 12 shall terminate all obligations of the parties hereunder, except for the obligations set forth in Article 11 and except for any damages incurred by the non-defaulting party in the event of a termination under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 Section 12.1(c) hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Digital Video Systems Inc), Asset Purchase Agreement (Digital Video Systems Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article VIII shall terminate all obligations of the parties hereunder, except for the confidentiality obligations under Article IX, Article X, Sections 5.02 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 the payment obligations under Section 9.07 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b) or (cd) of Section 10.1 8.01 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Royal Precision Inc), Agreement and Plan of Merger (Royal Precision Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.01, Article X, 10.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.11; provided, however, that termination the Company’s obligation to pay the Termination Fee pursuant to paragraphs (b) or (c) of Section 10.1 9.02 shall remain due and payable to the Parent, and provided further that termination will not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 2 contracts
Samples: Agreement of Merger And (SSTL, Inc.), Agreement of Merger and Plan of Reorganization (SSTL, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Sections 4.2 and Sections 11.4, 11.7, 11.14, 11.15 11.9 and 11.16 hereof11.10; provided, however, that termination pursuant to paragraphs clause (bii) or (ciii) of Section 10.1 9.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties heretoparty hereto resulting from its willful breach of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Utg Communications International Inc), Stock Purchase Agreement (Utg Communications International Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 9.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.47.1, 11.710.4, 11.1410.7, 11.15 10.14 and 11.16 10.15 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MedaSorb Technologies CORP), Agreement and Plan of Merger (Gilder Enterprises Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article 11 shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, this Section 11.2 and Sections 11.4, 11.7, 11.14, 11.15 Section 14.1 and 11.16 hereof; provided, however, except that such termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching constitute a waiver of any rights any party or parties from any liability to may have by reason of a breach by the other parties heretoparty of any agreement or covenant in this Agreement which occurs prior to such termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (G&k Services Inc), Asset Purchase Agreement (National Service Industries Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Sections 10.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.01 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Active With Me Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Sections 9.02 and 9.03 and Sections 11.4, 11.7, 11.14, 11.15 11.07 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto11.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Law Companies Group Inc)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 12 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1 as to confidentiality, Article X, 6.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof13.3; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 12.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof shall 10.2 will terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X11 (Indemnity Claims), and Sections 11.45.2 (Indemnification Regarding Investigation), 11.712.1 (Expenses), 11.14, 11.15 12.8 (Brokerage) and 11.16 hereof12.9 (Public Announcements); provided, however, provided that termination pursuant to paragraphs subparagraphs (b) ), (c), or (cf) of Section 10.1 shall 10.2 will not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 1 contract
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article XII shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 8.2, Article X12.2, 12.3, 13.7, 13.10 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 13.11 hereof; provided, however, that termination pursuant to paragraphs (a) the Purchaser may have liability as provided in Section 12.3, and (b) nothing shall relieve any party from liability for fraud or (c) willful breach of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability covenants contained in this Agreement prior to the other parties heretosuch termination.
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Just Energy Group Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 8.1 hereof shall terminate all obligations of the parties hereunder, except for the confidentiality provisions of Section 6.1, the obligations under Article IXVIII and Sections 9.4, Article X9.7, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 9.14 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 8.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Paragraphs 4.4 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.6; provided, however, that termination pursuant to paragraphs clause (bii) or and (ciii) of Section 10.1 9.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties heretoparty hereto resulting from its willful breach of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bonso Electronics International Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article 11 shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, this Section 11.2 and Sections 11.4, 11.7, 11.14, 11.15 Section 12.2 and 11.16 hereof; provided, however, except that such termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching constitute a waiver of any rights any party or parties from any liability to may have by reason of a breach by the other parties heretoparty of any agreement or covenant in this Agreement which occurs prior to such termination.
Appears in 1 contract
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article XII shall terminate all obligations of the parties Parties hereunder, except for the obligations under Article IXSections 8.2, Article X12.2, 13.8, 13.9, 13.10, 13.11, 13.12 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof13.13; provided, however, that termination pursuant to paragraphs subparagraphs (b), (c) or (ce) of Section 10.1 12.1 shall not relieve the a defaulting or breaching party or parties Party from any liability to the other parties Parties hereto, except nothing shall relieve any Party from liability for fraud or any intentional breach of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Just Energy Group Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article X shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.2, Article X10.2, 11.9 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 11.13 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b), (c), (e) or (cf) of Section 10.1 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (World Access Inc /New/)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 12 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 5.1, Article X, 12.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof12.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 11.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement of Merger and Plan (Wildon Productions Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Sections 4.4 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.6; provided, however, that termination pursuant to paragraphs clause (bii) or (ciii) of Section 10.1 9.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties heretoparty hereto resulting from its willful breach of this Agreement.
Appears in 1 contract
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this ARTICLE 10 shall terminate all obligations of the parties Parties hereunder, except for the obligations under Article IX, Article X, Sections 10.2 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 12.13 hereof; provided, however, that termination pursuant to paragraphs (b) Sections 10.1.2, 10.1.3 or (c) of Section 10.1 10.1.5 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 1 contract
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article XI shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 11.02, Article X, 12.07 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 12.10 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b), (c) or (ce) of Section 10.1 11.01 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.. ARTICLE XII MISCELLANEOUS 12.01
Appears in 1 contract
Samples: Stock Purchase Agreement
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Sections 10.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.8; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.. ARTICLE X
Appears in 1 contract
Samples: And Restated Agreement and Plan of Reorganization (Nexus Biopharma Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Section 10.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereofSection 10.14 ; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.01 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NewGen BioPharma Corp.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this ARTICLE 10 shall terminate all obligations of the parties Parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) Sections 10.1.2, 10.1.3 or (c) of Section 10.1 10.1.5 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 1 contract
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Sections 10.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.8; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Nexus Biopharma Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Sections 4.4 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.6; provided, however, that termination pursuant to paragraphs clause (bii) or and (ciii) of Section 10.1 9.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties heretoparty hereto resulting from its willful breach of this Agreement.
Appears in 1 contract
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 11 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSection 5.1, Article X, 12.2 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof12.12; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 11.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties heretohereto as a result of such default or breach.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (BTHC VII Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this ARTICLE 10 shall terminate all obligations of the parties Parties hereunder, except for the obligations under Article IXSections 1.2.3, Article X5.12, 6.3, 10.2, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 12.13 hereof; provided, however, that termination pursuant to paragraphs (b) Sections 10.1.2, 10.1.3 or (c) of Section 10.1 10.1.5 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 1 contract
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 14 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1, Article X, 15.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof15.12; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 14.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement of Merger And (Windy Creek Developments, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article VIII shall terminate all obligations of the parties hereunder, except for the obligations obligation under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 Section 9.07 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b), (c) or (cd) of Section 10.1 8.01 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 1 contract
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article VIII shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 5.01, Article X, 9.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof9.11; provided, howeverhowever , that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall will not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Share Exchange and Reorganization Agreement (Concrete Leveling Systems Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article VIII shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSection 6.01, Article X, Section 9.04 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereofSection 9.12; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 8.01 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof -------------------------- this Article 10 shall terminate all obligations of the parties hereunder, except for the obligations under set forth in Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto9.
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Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 12 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1, Article X13.3 and 13.9; PROVIDED, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, howeverHOWEVER, that termination pursuant to paragraphs (b) or (c) of Section 10.1 12.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
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Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 10 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 5.1, Article X, 11.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof11.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
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Samples: Share Exchange Agreement (Falcon Media Services LTD)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article VII shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 7.02 (if applicable in connection with a termination), Article X, 7.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 8.07 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b), (c) or (cd) of Section 10.1 7.01 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wellpoint Health Networks Inc /De/)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the confidentiality provisions of Section 7.1, the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capital City Energy Group, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 13 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1, Article X, 14.3 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof14.12; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.Section
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Chubasco Resources Corp.)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 12 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1, Article X, 13.3 and Sections 11.4, 11.7, 11.14, 11.15 13.9 and 11.16 hereofobligation to return common stock under Section 6.8; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 12.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
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Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, Paragraphs 4.4 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.6; provided, however, that termination pursuant to paragraphs clause (bii) or and (ciii) of Section 10.1 9.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.party hereto resulting from its willful breach of this Agreement. ARTICLE X MISCELLANEOUS 10.1
Appears in 1 contract
Samples: Stock Purchase Agreement
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.2, 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New York Global Innovations Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.01(b), Article X6.03, 6.08, 10.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.01 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (FTOH Corp)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article XI shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 7.02, Article X11.02, 13.08 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 13.10 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b), (c) or (ce) of Section 10.1 11.01 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Songzai International Holding Group Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof -------------------------- this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of set forth in Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto13.6.
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Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 11 shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b), (c) or (cd) of Section 10.1 11.1 shall not (i) relieve the a defaulting or breaching party or parties from any liability to the other parties heretoparty hereto or (ii) terminate either party's obligation pursuant to the Letter Agreement.
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Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article VIII shall terminate all obligations of the parties hereunder, except for the confidentiality obligations under Article IX, Article X, Sections 5.02 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 the payment obligations under Section 9.07 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b), (c) or (ce) of Section 10.1 8.01 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arnold Palmer Golf Co)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article IX shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.01, Article X, 10.03 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof10.11; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.01 shall not relieve the defaulting or breaching party or parties from any liability to the other parties heretoto this Agreement.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Med-X, Inc.)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, X and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 Article XI hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Condiments, Inc.)
Termination of Obligations. Termination of this Agreement ---------------------------- pursuant to Section 10.1 hereof this Article XI shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 11.02, Article X, 12.07 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 12.10 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b) or ), (c) -------- ------- or (e) of Section 10.1 11.01 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
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Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 12 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1, Article X13.3 and 13.11; PROVIDED, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, howeverHOWEVER, that termination pursuant to paragraphs (b) or (c) of Section 10.1 12.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
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Termination of Obligations. Termination of this Agreement ---------------------------- pursuant to Section 10.1 hereof this Article XI shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 11.02, Article X, 12,07 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 12.10 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b) or ), (c) --------- -------- or (e) of Section 10.1 11.01 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
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Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article XI shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 11.02, Article X, 12.07 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 12.10 hereof; provided, however, that termination pursuant to paragraphs subparagraphs (b), (c) or (ce) of Section 10.1 11.01 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
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Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article 9 shall terminate all obligations of the parties Parties hereunder, except for the obligations under Article IXSection 10.12, Article X, Section 10.14 and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereofSection 10.15; provided, however, that termination pursuant to paragraphs (bSection 9.1(b) or (cSection 9.1(c) of Section 10.1 shall not relieve the defaulting or breaching party Party or parties Parties from any liability to the other parties heretoParties.
Appears in 1 contract
Samples: Lockup Agreement (Rosewind CORP)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof shall 9.2 will terminate all obligations of the parties hereunder, except for the obligations under Article IXSection 5.2 [Access], Article X10 [Indemnification], and Sections 11.411.1 [Expenses], 11.7, 11.14, 11.15 11.7 [Brokerage] and 11.16 hereof11.9 [Public Announcements]; provided, however, that termination pursuant to paragraphs (b) or (c) of such Section 10.1 shall 9.2 will not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
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Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof ---------------------------- this ARTICLE XII shall terminate all obligations of the parties Parties hereunder, except for the obligations under Article IXSections 2.1.3, Article X6.5, 7.3, 12.2, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 13.13 hereof; provided, however, that termination pursuant to paragraphs (b) Sections 12.1 -2, 12.1.3 or (c) of Section 10.1 12.1.5 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
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Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article 12 shall terminate all obligations of the parties hereunder, except for the obligations set forth in Article 11 and except for any damages incurred by the non-defaulting party in the event of a termination under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 Section 12.1(c) hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.. ARTICLE 13 MISCELLANEOUS 13.1
Appears in 1 contract
Samples: Asset Purchase Agreement Asset Purchase Agreement (Digital Video Systems Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this Article 9 shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereofexpressly intended to survive such termination; provided, however, that termination pursuant to paragraphs clauses (b), (c) or (ce) of Section 10.1 subsection 9.1 hereof shall not relieve the a defaulting or breaching party or parties from any liability to the other parties party hereto.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Usfs Hawthorne Inc)
Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 12 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXSections 6.1, Article X6.3 and 6.12, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereofSection 13; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 12.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (CCP Worldwide Inc)
Termination of Obligations. Termination of this Agreement pursuant -------------------------- to Section 10.1 hereof this Article 11 shall terminate all obligations of the parties hereunder, except for the obligations set forth in Article 10 and except for any damages incurred by the non-defaulting party in the event of a termination under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 Section 11.1.3 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Jafra Cosmetics International Inc)
Termination of Obligations. Termination of this Agreement pursuant to Section 10.1 hereof this ARTICLE 12 shall terminate all obligations of the parties hereunder, except for the obligations under Article IXPARAGRAPHS 5.1, Article X5.3 and 12.2, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs PARAGRAPHS 12.1(B), (bC) or (cE) of Section 10.1 shall not relieve the a defaulting or breaching party or parties from any liability to the other parties any party hereto.
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Termination of Obligations. Termination of this Agreement pursuant to this Section 10.1 hereof 9 shall terminate all obligations of the parties Parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereofSection 10.3; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 9.1 shall not relieve the defaulting or breaching party Party or parties Parties from any liability to the other parties Parties hereto.
Appears in 1 contract
