Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Morton Acquisition Corp), Agreement and Plan of Merger (Franks Nursery & Crafts Inc), Agreement and Plan of Merger (Rohm & Haas Co)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections 8.03 and Section 9.1; provided9.01, however, that and nothing herein shall relieve any party from liability for any breach hereof.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Smartflex Systems Inc), Agreement and Plan of Merger (Ssi Acquisition Corp), Agreement and Plan of Merger (Healey William L)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Agreement, this Agreement shall forthwith become void and of no further force or effect (except for Article 9, which shall survive such termination) and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from any liability for Losses for any breach hereofof this Agreement.
Appears in 8 contracts
Samples: Share Purchase Agreement (Amtd Idea Group), Share Purchase Agreement (Amtd Idea Group), Share Purchase Agreement (Amtd Idea Group)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 10.01 and (b) that nothing herein shall relieve any either party hereto from liability for any breach hereofof this Agreement.
Appears in 8 contracts
Samples: Stock Purchase Agreement (Macquarie Infrastructure CO Trust), Stock Purchase Agreement (Macquarie Infrastructure CO Trust), Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO Trust)
Effect of Termination. In the event of the termination of this Agreement pursuant to by any party as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be have no effect, without any liability or obligation on the part of any party hereto except as set forth in party, other than the provisions of Section 8.3 8.01 and Section 9.1; provided, however, that nothing herein 10.02. Nothing contained in this Section shall relieve any party from liability for any breach hereofof the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 7 contracts
Samples: Acquisition Agreement and Plan of Merger, Acquisition Agreement and Plan of Merger (Lighttouch Vein & Laser Inc), Acquisition Agreement and Plan of Merger (Clutterbug Move Management, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 7.03 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Ashner Michael L), Stock Purchase Agreement (Shelbourne Properties Ii Inc), Stock Purchase Agreement (Ashner Michael L)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Article VIII and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 6 contracts
Samples: Share Purchase Agreement (Chuanwei Zhang), Share Subscription Agreement (China Commercial Credit Inc), Share Subscription Agreement (Sina Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Article IX and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 6 contracts
Samples: Preferred Stock Purchase Agreement (RLJ Acquisition, Inc.), Preferred Stock Purchase Agreement (Image Entertainment Inc), Share Purchase Agreement (Sina Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 7.03 and Section 9.1; provided8.01 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Vons Companies Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Parent, Acquiror or Target or their respective officers or directors, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein in this Section 9.2 shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (AirRover Wi-Fi Corp.), Agreement and Plan of Reorganization (Usurf America Inc), Agreement and Plan of Reorganization (Usurf America Inc)
Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.1, then this Agreement shall will forthwith become void and there shall will be no liability on the part of any party hereto except as set forth to any other party or any other Person in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereofrespect hereof regardless of the circumstances.
Appears in 5 contracts
Samples: And Asset Transfer Agreement, Spin Off and Asset Transfer Agreement (Trunity Holdings, Inc.), Spin Off Agreement (Nacco Industries Inc)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to termination.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Powertel Inc /De/), Stock Purchase Agreement (Scana Corp), Stock Purchase Agreement (Intercel Inc/De)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.18.1 hereof, this Agreement shall forthwith become void be terminated and have no further effect except as specifically provided herein and in Section 9.10 and, except as provided in this Section 8.2 and in Section 9.11, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Hearst Communications Inc), Agreement and Plan of Merger (United Parcel Service Inc), Agreement and Plan of Merger (Fritz Companies Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability under this Agreement on the part of any party hereto Party except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement that occurred before relevant termination and the terms of this Section 8.02 and Article IX shall survive any such termination.
Appears in 5 contracts
Samples: Investor Rights Agreement (Origin Agritech LTD), Share Purchase Agreement (China Biologic Products Holdings, Inc.), Share Purchase Agreement (CITIC Capital Holdings LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.16.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.17.1; provided, however, that nothing herein shall relieve any party from liability for any wilful breach hereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Mercantile Stores Co Inc), Agreement and Plan of Merger (Dillard Department Stores Inc)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall will forthwith become void and there shall will be no liability or obligation on the part of any party hereto hereto, except as set forth in with respect to Section 6.6, this Section 8.2, Section 8.3 and Section 9.1Article IX, which will survive such termination; provided, however, that nothing herein shall will relieve any party from liability for any willful and material breach hereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc)
Effect of Termination. In Except as provided in Section 8.5 or Section 9.1, in the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and void, there shall be no liability on the part of any party hereto, or any of their respective officers or directors, to the other and all rights and obligations of any party hereto except as set forth in Section 8.3 and Section 9.1shall cease; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any breach hereofof its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Norfolk Southern Corp), Agreement and Plan of Merger (CSX Corp), Execution Copy (Delaware Otsego Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part all rights and obligations of any party hereto except shall cease except: (i) as set forth in Section 8.3 9.1 of this Agreement and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party’s rights in the case thereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mississippi Valley Bancshares Inc), Agreement and Plan of Merger and Reorganization (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to termination.
Appears in 4 contracts
Samples: Investment Agreement (Metro One Telecommunications Inc), Stock Purchase Agreement (Powertel Inc /De/), Stock Purchase Agreement (Powertel Inc /De/)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.17.1 hereof, this Agreement shall forthwith become void be terminated and have no further effect except as specifically provided herein and, except as provided in this Section 7.2 and in Section 8.11, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1party; provided, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Us Unwired Inc), Agreement and Plan of Merger (Us Unwired Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.03 and Section 9.1; provided, however, Article X and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Freedom Leaf Inc.), Sale and Purchase Agreement (Stryker Corp), Sale and Purchase Agreement (Boston Scientific Corp)
Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability Liability on the part of any party Party hereto except as set forth in Section 8.3 and Section 9.1; providedwith respect thereto, however, that but nothing herein shall relieve any party Party from liability Liability for any breach hereofprior to such termination.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Atlas Pipeline Holdings, L.P.), Securities Purchase Agreement (Atlas Pipeline Partners Lp), Securities Purchase Agreement (Atlas America Inc)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.111.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth provided in this Section 8.3 11.2 and Section 9.112, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Clearlake Capital Partners, LLC), Stock Purchase Agreement (Clearlake Capital Partners, LLC), Stock Purchase Agreement (Goamerica Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability on the part of the parties to the other parties and all rights and obligations of any party hereto shall cease, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from of any liability for any breach hereofof such party's representations, warranties, covenants or agreements contained in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cnet Inc /De), Agreement and Plan of Merger (Cnet Inc /De), Agreement and Plan of Merger (Cnet Inc /De)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any wilful breach hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Goulds Pumps Inc), Agreement and Plan of Merger (Itt Industries Inc), Agreement and Plan of Merger (George Acquisition Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.01 and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any willful and material breach hereofof this Agreement or fraud.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Sina Corp), Asset Purchase Agreement (Focus Media Holding LTD), Asset Purchase Agreement (Focus Media Holding LTD)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.17.1 hereof, this Agreement shall forthwith become void be terminated and have no further effect except as specifically provided herein and, except as provided in this Section 7.2 and in Section 8.12, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Showpower Inc), Agreement and Plan of Merger (Peoples Choice Tv Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 10.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Nash Finch Co), Asset Purchase Agreement (NYSE Euronext), Asset Purchase Agreement (Roundys Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.15.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto hereto, except as set forth in that (1) Section 8.3 3.5, Section 8.1, Section 8.6, Section 8.7, Section 8.8, and Section 9.1; provided, however, that 8.10 hereof shall survive such termination and (2) nothing herein shall relieve any party from liability for any willful breach of any such surviving Section hereof.
Appears in 4 contracts
Samples: Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp), Employee Shareholders Stock Purchase and Sale Agreement (Omni Energy Services Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability continuing obligations on the part of any party Party hereto except (a) as set forth in Section 8.3 Sections 6.01, 9.01, 9.11, 9.12, 9.13 and Section 9.1; provided9.14, however, and (b) that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement prior to its termination.
Appears in 4 contracts
Samples: Release and Restructuring Agreement (Security Capital Assurance LTD), Commutation and Release Agreement (Security Capital Assurance LTD), Release and Restructuring Agreement (Xl Capital LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section Sections 6.4, 8.3 and Section 9.1; provided, however, that 9.1 and (ii) nothing herein shall relieve any party from liability for any breach hereof. Any attempted termination of this Agreement not in accordance with Section 8.1 shall not be effective and shall not affect the rights or obligations of the parties set forth herein.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intensiva Healthcare Corp), Agreement and Plan of Merger (Select Medical Corp), Agreement and Plan of Merger (Select Medical of Mechanicsburg Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 7.3, Section 5.2 and Section 9.18.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (WTNH Broadcasting Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Parent, Acquiror or Target or their respective officers or directors, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein in this Section 8.02 shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Plan and Agreement of Merger (Digital Development Partners, Inc.), Plan and Agreement of Merger (Digital Development Partners, Inc.), Plan and Agreement of Merger (Black Bird Potentials Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto (a) except as set forth in Section 8.3 5.05 and Section 9.1; provided, however, that 11.01 hereof and (b) nothing herein shall relieve any party hereto from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Isolyser Co Inc /Ga/), Asset Purchase Agreement (Isolyser Co Inc /Ga/), Abbeville Plant Agreement (Isolyser Co Inc /Ga/)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.02 and Section 9.1; provided, however, Article IX and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 3 contracts
Samples: Share Purchase Agreement (Intac International Inc), Share Purchase Agreement (HSW International, Inc.), Share Purchase Agreement (Intac International Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 7.3 and Section 9.18.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fred Meyer Inc), Agreement and Plan of Merger (Food 4 Less Holdings Inc /De/), Agreement and Plan of Merger (Fred Meyer Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 7.03 and Section 9.1; provided, however, that 8.01 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ps Group Holdings Inc), Concord Merger Corp, Concord Merger Corp
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability Liability on the part of any party hereto Party, except as set forth in (a) for the provisions of Section 8.3 5.2 relating to public announcements, Section 8.2 relating to fees and expenses, and this Section 9.1; provided, however, 7.2 and (b) that nothing herein shall relieve any party either Party from liability Liability for any fraud or willful and material breach hereofof this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Herman Miller Inc), Stock Purchase Agreement (Knoll Inc), Stock Purchase Agreement (Global Furniture Holdings S.a r.l)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1this Article 8, all further obligations of the parties under this Agreement shall forthwith become void and there shall be no terminated without any further liability on the part of any party hereto except as set forth to the other parties hereto. Nothing contained in this Section 8.3 and Section 9.1; provided, however, that nothing herein 8.2 shall relieve any party hereto from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Creative Vistas Inc), Common Stock Purchase Agreement (Miller Capital Corp), Common Stock Purchase Agreement (Creative Vistas Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.02 and Section 9.1; provided, however, (b) that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (General Electric Capital Corp), Stock Purchase Agreement (Axa Financial Inc), Stock Purchase Agreement (Tyco International LTD /Ber/)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1, this Agreement shall forthwith become void (excepting only those provisions hereof that by their terms survive the termination of this Agreement) and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1hereto; provided, however, provided that nothing herein shall relieve any either party from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Asset Transfer Agreement (Chaparral Network Storage Inc), Asset Acquisition Agreement (Edify Corp), Asset Acquisition Agreement (Adaptec Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void except for Section 5.03, this Section 8.02 and Article IX and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any material breach hereofof this Agreement occurring prior to such termination.
Appears in 3 contracts
Samples: Share Purchase Agreement (Bemis Co Inc), Share Purchase Agreement (Bemis Co Inc), Stock Purchase Agreement (Jetblue Airways Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.113.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Party except (a) as set forth in Section 8.3 13.03, and Section 9.1; provided, however, (b) that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Master Transaction Agreement, Master Transaction Agreement (Advanced Micro Devices Inc), Master Transaction Agreement (Advanced Micro Devices Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1as provided in Clause 10.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, provided that nothing herein shall relieve any party hereto from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: This Purchase Agreement (XINHUA SPORTS & ENTERTAINMENT LTD), Purchase Agreement (XINHUA SPORTS & ENTERTAINMENT LTD), Purchase Agreement (Xinhua Finance Media LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to under this Section 8.15.2, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party hereto from liability for any willful breach hereofof any provision of this Agreement.
Appears in 3 contracts
Samples: Share Purchase Agreement (Cellular Biomedicine Group, Inc.), Share Purchase Agreement (Cellular Biomedicine Group, Inc.), Shares Purchase Agreement (Cellular Biomedicine Group, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Agreement, this Agreement shall forthwith become void and of no further force or effect (except for Section 5.02 and Article 9, which shall survive such termination) and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from any liability for Losses for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Share Purchase Agreement (AMTD International Inc.), Share Purchase Agreement (AMTD International Inc.), Share Purchase Agreement (AMTD International Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except (a) as set forth in Section 8.3 6.1 and this Section 9.1; provided10.3, however, and (b) that nothing herein shall relieve any party Party hereto from liability for any breach hereofof this Agreement and all rights and remedies arising as a result of such breach shall remain available to any non-breaching Party. The provisions of this Section 10.3 shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bankatlantic Bancorp Inc), Agreement and Plan of Merger (Stifel Financial Corp), Stock Purchase Agreement (Stifel Financial Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth that (a) the provisions of Article VIII (other than Sections 8.1 and 8.2) and this Section 7.2 shall remain in Section 8.3 effect and Section 9.1; provided, however, that (b) nothing herein shall relieve any party from liability for any breach hereofof this Agreement prior to such termination.
Appears in 3 contracts
Samples: Subscription Agreement (Pershing Gold Corp.), Subscription Agreement (Pershing Gold Corp.), Subscription Agreement (Pershing Gold Corp.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 of the parties; provided that the provisions of Sections 7.2 and Section 9.1; provided, however, 7.9 and of this Article IX shall continue and that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Coleman Co Inc), Agreement and Plan of Merger (CLN Holdings Inc), Agreement and Plan of Merger (Coleman Worldwide Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 7.3 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Investment Agreement (Stewart W P & Co LTD), Stock Purchase Agreement (First Union Real Estate Equity & Mortgage Investments), Investment Agreement (Arrow Partners Lp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Parent, Acquiror or Target or their respective officers or directors, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein in this Section 8.2 shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Plan and Agreement of Merger (Ubroadcast, Inc.), Plan and Agreement of Merger (Diamond I, Inc.), Plan and Agreement of Merger (Diamond I, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections 9.01 and Section 9.19.11; providedPROVIDED, however, HOWEVER that nothing contained herein shall relieve any party from liability for any wilful breach hereofof this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan (Vivendi), Agreement and Plan of Merger (Aqua Alliance Inc), Agreement and Plan (Aqua Alliance Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability under this Agreement on the part of any party hereto hereto, except (a) as set forth in Section 8.3 and Section 9.1; provided, however, that (b) nothing herein shall relieve any party from liability for any willful breach hereofof any of its representations, warranties, covenants or agreements set forth in this Agreement prior to such termination.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Checkfree Corp \Ga\), Agreement and Plan of Merger (Carreker Corp), Agreement and Plan of Merger (Applied Innovation Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.Party except:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (VivoPower International PLC), Membership Interest Purchase Agreement (Leidos, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void have no further effect, and there shall be no further liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.04, 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: 8 Agreement and Plan of Merger (Environmental Systems Products Inc), Agreement and Plan of Merger (Wellman North America Inc)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Scana Corp), Stock Purchase Agreement (Estate of Edwin J Schneebeck)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.04, 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein (including the expiration of representations and warranties in accordance with Section 9.01) shall relieve any party from liability for any breach hereof. Section 8.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viad Corp), Agreement and Plan of Merger (Moneygram Payment Systems Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except arising under or out of this Agreement except: (a) as expressly provided in this Article 8, (b) as set forth in Section 8.3 10.01, and Section 9.1; provided, however, (c) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gibraltar Industries, Inc.), Stock Purchase Agreement (Gibraltar Industries, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 8.03 and Section 9.1; provided9.01, however, that and nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McFarland Energy Inc), Agreement and Plan of Merger (McFarland Energy Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.03 and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Investment Agreement (Mayors Jewelers Inc/De), Investment Agreement (Henry Birks & Sons Inc)
Effect of Termination. In the event of the Upon termination of this Agreement pursuant to Section 8.17.1, none of the parties hereto shall have any liability hereunder except (i) to the extent of any damages resulting from a knowing and intentional breach of this Agreement shall forthwith become void during its term and there shall be no liability on (ii) the part of any party hereto except as provisions set forth in Section 8.3 and Section 9.1; provided7.3, however, that nothing herein which shall relieve any party from liability for any breach hereofsurvive indefinitely.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Everest Merger Sub, Inc.), Stock Purchase Agreement (Sport Chalet Inc)
Effect of Termination. In the event of the termination of (a) If this Agreement is terminated pursuant to Section 8.1, this Agreement shall forthwith become void be terminated and have no further effect, except as specifically provided in this Section 8.2 and in Sections 9.10 and 9.11, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 2 contracts
Samples: Agreement of Merger (Overnite Corp), Agreement of Merger (United Parcel Service Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.02(b), 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: 9 Transaction Agreement (Kinetic Concepts Inc /Tx/), 9 Transaction Agreement (Blum Richard C & Associates L P)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 10.03 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Amcol International Corp), Asset and Stock Purchase Agreement (Amcol International Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 7.3 and Section 9.1; provided8.1 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any breach hereof.. Section 7.3
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Medical Response Inc), Agreement and Plan of Merger (New Stat Healthcare Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1in accordance with this Article VII, this Agreement shall will forthwith become void and there shall will be no liability on the part of any party hereto except as set forth in Section 8.3 this Article VII and Section 9.1; provided, however, except that nothing herein shall will relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Derma Sciences, Inc.), Agreement and Plan of Merger (Derma Sciences, Inc.)
Effect of Termination. In Subject to the provisions of Section 8.03, in the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party either Party hereto except as set forth in (i) that the provisions of this Section 8.3 8.02 and Section 9.1; provided, however, Article VIII shall survive termination of the Agreement and (ii) that nothing herein shall relieve any party either Party from liability for any willful breach hereofof this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Dresser Inc), Purchase Agreement (Cooper Cameron Corp)
Effect of Termination. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 8.17.01 hereof, this Agreement shall forthwith become void and there shall be no void, without liability on the part of any party hereto except as set forth provided in this Section 8.3 7.02 and Section 9.1; provided5.03(b) and Section 8.09, however, and except that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opinion Research Corp), Agreement and Plan of Merger (Infousa Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto party, except as set forth in this Section 8.3 9.3 and Section 9.110; provided, however, that nothing herein in this Agreement shall relieve any a party from liability for (a) any breach hereofby such party of the terms and provisions of this Agreement prior to such termination or (b) Actual Fraud.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Phi Group Inc), Agreement of Purchase and Sale (Phi Group Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1this Article 8, all further obligations of the parties under this Agreement shall forthwith become void and there shall be no terminated without any further liability on the part of any party hereto except as set forth to the other parties hereto. Nothing contained in this Section 8.3 and Section 9.1; provided, however, that nothing herein 8.2 shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Creative Vistas Inc), Stock Purchase Agreement (Creative Vistas Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in this Section 8.18, this Agreement shall shall, forthwith become null and void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any wilful breach hereof. Such termination shall not, however, affect the obligations of the parties under the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Take Two Interactive Software Inc), Agreement and Plan of Merger (Take Two Interactive Software Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.19.01, this Agreement shall forthwith become void and have no effect and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Transnational Financial Corp), Stock Purchase Agreement (Safeguard Security Holdings, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.1 hereof, this Agreement (except for this Section 8 (other than Section 8.10), and any definitions set forth in this Agreement and used in such sections) shall forthwith become void and there shall be have no effect, without any liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1or its Affiliates; provided, however, that nothing herein contained in this Section 8.2 shall relieve any party from liability for fraud or any intentional or willful breach hereofof this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (CONTRAFECT Corp), Stock Purchase Agreement (CONTRAFECT Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of any party hereto except (i) as set forth in Section Sections 8.3 and Section 9.1; provided, however, that 9.1 hereof and (ii) nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hyperion Partners Ii Lp), Agreement and Plan of Merger (Health Management Inc/De)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth in Section 8.3 that the provisions of Sections 6.4 and Section 9.1; provided10.11 shall not be extinguished but shall survive such termination, however, that and nothing herein shall relieve any party from liability for fraud or any intentional breach hereofhereof and each party shall be entitled to any remedies at law or in equity for fraud or such intentional breach.
Appears in 2 contracts
Samples: Contribution Agreement (Eastern Airlines Inc), Contribution Agreement (Eglobe Inc)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.111.1, this Agreement shall forthwith become void and there shall be of no effect with no liability on the part of any party hereto hereto, except as set forth in with respect to Section 8.3 12.8 and Section 9.1; provided, however, except that nothing herein shall will relieve any party from liability for any prior breach hereofof this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Leucadia National Corp), Stock Purchase Agreement (Mk Gold Co)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.16.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any fraud or for an intentional breach hereofof this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Universal City Travel Partners), Transaction Agreement (Universal City Florida Holding Co. I)
Effect of Termination. In the event of the --------------------- termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 7.03 and Section 9.1; provided, however, that 8.01 and (ii) nothing herein shall relieve any party from liability for any wilful breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ren Corp Usa), Agreement and Plan of Merger (Cobe Laboratories Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1this Article 9, this Agreement shall will forthwith become void and there shall will be no right or liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1hereto; provided, however, that nothing contained herein shall will relieve any either party from liability for any breach hereofof any covenant or agreement in this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (MedAire, Inc.)
Effect of Termination. In the event of the termination --------------------- of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void have no further effect, and there shall be no further liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.04, 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein shall relieve any party from liability for any wilful breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (H2o Acquisition Co), Agreement and Plan of Merger (Nalco Chemical Co)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or of any of its Affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 7.3 and Section 9.1; provided8.1, however, that and (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Long Distance Corp), Agreement and Plan of Merger (Lci International Inc /Va/)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereofSections 7.1.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (West Coast Realty Trust, Inc.), Membership Interest Purchase Agreement (West Coast Realty Trust, Inc.)
Effect of Termination. In the event of the termination of --------------------- this Agreement pursuant to as provided in Section 8.18.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto the Parent, the Purchaser or the Company, except (i) as set forth in Section 8.3 and Section 9.1; provided9.1 hereof, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereofhereof and (iii) termination of this Agreement shall be without prejudice to any rights any party may have hereunder, at law or in equity, against the other party for breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mhi Group Inc), Agreement and Plan of Merger (Mhi Group Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (a) as set forth in Section 8.3 5.04 and Section 9.1; provided, however, that 11.01 and (b) nothing herein shall relieve any party from liability for any willful and intentional breach hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (GateHouse Media, Inc.)
Effect of Termination. In the event of the termination of this --------------------- Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 8.01 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rexel Sa), Agreement and Plan of Merger (Pinault Printemps Redoute Sa Et Al)
Effect of Termination. In Except as provided in Section 9.1, in --------------------- the event of the termination of this Agreement pursuant to Section 8.111.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1or any of its affiliates, directors, officers or stockholders; provided, however, provided however that nothing herein shall relieve any party from liability for any breach hereofhereof occurring prior to termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MJD Communications Inc), Agreement and Plan of Merger (MJD Communications Inc)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth in with respect to Sections 6.3(b), this Section 8.2, Section 8.3 and Section 9.1Article IX, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any willful and material breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Timberland Co)
Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1this Article VIII hereof, no Party to this Agreement shall forthwith become void and there shall be no have any liability on the part of or further obligation to any party hereto other Party hereunder except as set forth in this Section 8.3 8.2, Section 6.10, Sections 9.3, 9.4, 9.6, 9.8 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach 9.9 hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BCB Bancorp Inc), Agreement and Plan of Merger (Pamrapo Bancorp Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Sections 8.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (i) as set forth in Section 8.3 Sections 8.05 and Section 9.1; provided9.01 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any willful breach hereofhereof and for any breach giving rise to a termination under Sections 8.01(d) or (e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Continental Natural Gas Inc), Agreement and Plan of Merger (Coda Energy Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability on the part of the parties to the other parties and all rights and obligations of any party hereto shall cease, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from of any liability for any breach hereofof such party's representations, warranties, covenants or agreements contained in this Agreement. Nothing herein shall be construed to cause the Nondisclosure Agreement to terminate upon the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cnet Inc /De), Agreement and Plan of Merger (Cnet Inc /De)
Effect of Termination. In the event of the termination of this Agreement is terminated pursuant to Section 8.18.1 hereof, this Agreement shall forthwith become void and there shall be have no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; effect, provided, however, that nothing herein shall relieve any party Party from liability for the breach of any representations or warranties or the breach hereofof, or failure to perform, any covenant made by it herein.
Appears in 2 contracts
Samples: Recapitalization Agreement (Thayer Equity Investors Iii Lp), Recapitalization Agreement (Software Ag Systems Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Medifocus Inc.), Asset Purchase Agreement (Medifocus Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.02 and Section 9.1; provided, however, Article 7 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Minerva Surgical Inc), Asset Purchase Agreement (Minerva Surgical Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.19.1, this Agreement shall forthwith become void void, and except as set forth in Section 7.10, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Degeorge Financial Corp), Agreement and Plan of Merger (Degeorge Peter R)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing noth- ing herein shall relieve any party from liability for any wil- ful breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Calgene Inc /De/)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 8.02(b) and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Note Purchase Agreement (Expedia Inc), Note Purchase Agreement (Classic Vacation Group Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 10.01 and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (Solar Power, Inc.), Stock Exchange Agreement (Plais Marie Helene Cotrel)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.16.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party, and except as set forth in Section 8.3 Sections 9 (Confidentiality) and Section 9.1; provided10.7 (Expenses) none of the Parties shall have any claim against the others for costs, howeverdamages, that nothing herein shall relieve compensation or otherwise (save in respect of any party from liability for any prior breach hereofof this Agreement).
Appears in 2 contracts
Samples: Share Purchase Agreement (Ambow Education Holding Ltd.), Share Purchase Agreement (RISE Education Cayman LTD)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Sections 5.02(e), 9.01 and this Section 8.3 8.02, and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Istar Financial Inc), Asset Purchase Agreement (Fremont General Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers, stockholders or general partners, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lincoln Snacks Co), Agreement and Plan of Merger (Brynwood Partners Iii L P)
