Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof, this Agreement shall forthwith become void and have no effect except (i) the last sentence of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (I3 Mobile Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.2(a) and Sections 8.26.02, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 8.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Metromail Corp), Agreement and Plan of Merger (BTR Acquisition Corp), Agreement and Plan of Merger (Great Universal Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof7.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 6.2(a) 5.02 and Sections 8.2the provisions of this Section 7.02 and Section 7.03, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 7.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 4 contracts
Samples: First Amended and Restated Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Big Flower Holdings Inc/), Agreement and Plan of Merger (Big Flower Holdings Inc/)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.2(a) and Sections 8.26.08, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 8.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Yellow Corp), Agreement and Plan of Merger (JPF Acquisition Corp), Agreement and Plan of Merger (Jevic Transportation Inc)
Effect of Termination. In Upon the event of termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof7.1, this Agreement shall forthwith become void and have no effect except (i) without any liability on the last sentence part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2(a7.2 and Sections 5.6(d) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement7.3, and (ii) notwithstanding anything to the contrary all of Article 8, except for Section 8.10. Nothing contained in this Agreement, no Section 7.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this AgreementAgreement prior to such termination.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca), Acquisition Agreement and Option Agreement (Sutioc Enterprises, Inc), Agreement and Plan of Merger and Reorganization (Fastclick Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void and have there shall be no effect liability or obligation on the part of any party hereto, except (i) the last sentence of with respect to Section 6.2(a) and Sections 3.17, Section 4.10, Section 6.4, Section 6.8, this Section 8.2, Section 8.3 and 9.3 hereof ARTICLE 9, which shall survive such termination; provided, however, that nothing herein shall relieve or release any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of fraud or its willful or material and intentional breach of any provision of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (National Holdings Corp), Agreement and Plan of Merger (Gilman Ciocia, Inc.), Agreement and Plan of Merger (Ophthalmic Imaging Systems)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders other than the provisions of this Section 8.2 and the last sentence of Section 6.2(a) Sections 5.5 and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement8.3, and (ii) notwithstanding anything to the contrary 9.1 through 9.12 hereof. Nothing contained in this Agreement, no Section 8.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 4 contracts
Samples: Plan and Agreement of Merger (Prism Financial Corp), Plan and Agreement of Merger (Prism Acquisition Subsidiary Inc), Plan and Agreement of Merger (Prism Financial Corp)
Effect of Termination. In the event of termination of If this Agreement by either ACE*COMM or i3 as provided in is terminated pursuant to Section 8.1 hereof9.01, this Agreement shall forthwith will become void and have of no effect with no liability on the part of any party hereto or its respective directors, officers or shareholders, except (i) that the last sentence of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary agreements contained in this Agreement, no Section 9.03 will survive the termination hereof. Nothing herein shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adelphia Communications Corp), Agreement and Plan of Merger (Century Communications Corp), Agreement and Plan of Merger (Century Communications Corp)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof7.1, this Agreement shall forthwith become void terminate (except for the Confidentiality Agreement and have no effect except (i) the last sentence provisions of Section 6.2(a) 7.3, and Sections 8.28.2 through 8.15), 8.3 and 9.3 hereof shall survive without any termination of this Agreement, and (ii) notwithstanding anything to liability on the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach part of any provision of this Agreementparty or its directors, officers or stockholders except as set forth in Section 7.3.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ace Cash Express Inc/Tx), Agreement and Plan of Merger (Rent Way Inc), Agreement and Plan of Merger (Rent a Center Inc De)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and any party or its members, directors, officers or shareholders, other than the provisions of Sections 6.3, 8.2, 8.3 9.1, 10.1 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary 10.8. Nothing contained in this Agreement, no Section 8.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Compass Bancshares Inc), Agreement and Plan of Merger (Compass Bancshares Inc), Agreement and Plan of Merger (Compass Bancshares Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 13.1 hereof, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of any party to this Agreement or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 13.2, Section 14.4 and the confidentiality provisions of Section 6.2(a) and Sections 8.25.2(a), 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.provided however,
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp)
Effect of Termination. In the event of the termination and --------------------- abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 8.01 hereof, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2(a8.02 and Sections 6.02(b) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary 8.03. Nothing contained in this Agreement, no Section 8.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pritzker Family Philanthropic Fund), Agreement and Plan of Merger (Tie Acquisition Co), Agreement and Plan of Merger (Marmon Holdings Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof9.1, this Agreement shall forthwith will become void and have no effect except (i) effect, without any liability on the last sentence part of any party to this Agreement or its affiliates, directors, officers, or shareholders, other than the provisions of Section 6.2(a) 6.5(a), Section 6.6(c), this Section 9.2, Section 9.3 and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary Article X. Nothing contained in this Agreement, no Section 9.2 will relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision Breach of this Agreement.
Appears in 3 contracts
Samples: Stock Investment Agreement (Gainsco Inc), Securities Exchange Agreement (Gainsco Inc), Stock Investment Agreement (Gainsco Inc)
Effect of Termination. In the event of termination of Except as otherwise provided in this Agreement, if this Agreement by either ACE*COMM or i3 as provided in is terminated pursuant to Section 8.1 7.01 hereof, this Agreement shall forthwith become void (other than Section 5.02 and have no effect except (i) the last sentence of Section 6.2(a) 8.01 hereof, which shall remain in full force and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreementeffect), and (ii) notwithstanding anything there shall be no further liability on the part of Xxxxxx Bancorp or Innes Street to the contrary contained in this Agreementother, except that no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Innes Street Financial Corp), Agreement and Plan of Merger (Innes Street Financial Corp), Agreement and Plan of Merger (Innes Street Financial Corp)
Effect of Termination. In the event of the --------------------- termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof9.1, this Agreement shall forthwith become void and have no effect except (i) without any liability on the last sentence part of any party hereto or its affiliates, directors, officers or stockholders other than the provisions of this Section 6.2(a) 9.2 and Sections 8.25.5, 8.3 and 9.3 hereof shall survive any termination of this Agreement9.3, and (ii) notwithstanding anything to the contrary 10.1 through 10.11 hereof. Nothing contained in this Agreement, no Section 9.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Mi Subsidiary I Inc), Merger Agreement (Marriott International Inc /Md/), Merger Agreement (Execustay Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement Agreement, except for the provisions of Articles 7, 8, and 9 shall forthwith become void and have be of no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained officers or stockholders. Nothing in this Agreement, no Section 8.2 shall relieve any party shall be relieved or released from any liabilities or damages arising out to this Agreement of its willful or intentional liability for breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (AVANYX Therapeutics, Inc.)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in and abandonment of this Agreement pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders other than the provisions of this Section 8.2 and the last sentence of Section 6.2(a) Sections 5.5, and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary 9.1 through 9.12 hereof. Nothing contained in this AgreementSection 8.2, no however, shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Ac Acquisition Subsidiary Inc), Merger Agreement (Chesapeake Biological Laboratories Inc), Merger Agreement (Ac Acquisition Subsidiary Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 6.2(a) 6.3 and Sections 8.2, the provisions of this Section 8.2 and Section 8.3 and 9.3 hereof the applicable provisions of Article Nine, which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 8.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sybron Dental Specialties Inc), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in under Section 8.1 hereof7.1, this Agreement shall forthwith thereafter become void and have no effect except (i) and no party hereto shall have any liability to any other party hereto or its stockholders, members, directors or officers in respect thereof; provided that the last sentence provisions of Article VIII, Sections 4.7, 5.10, 5.11, 7.3 and this Section 6.2(a) 7.2 shall remain in full force and Sections 8.2, 8.3 effect and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to Agreement until the contrary contained expiration of such provisions in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreementaccordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan (G&l Realty Corp), Agreement and Plan (Gottlieb Daniel M), Agreement and Plan of Merger (G & L Tender LLC)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereofabove, this Agreement shall forthwith become void and have no effect except (i) without liability on the last sentence part of any party hereto or its Affiliates, directors, officers or stockholders other than the provisions of this Section 6.2(a) 8.2 and Sections 8.26.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement6.5, 8.3, 10.7, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement10.10.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Crdentia Corp), Agreement and Plan of Reorganization (Brenex Oil Corp), Agreement and Plan of Reorganization (Formula Footwear Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof7.1, this Agreement shall forthwith become null and void and have no effect except (i) further force and effect, without any liability on the last part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of Sections 5.1, 7.2, 7.3 and 9.10, and the third sentence of Section 6.2(a) and Sections 8.25.8 (a), 8.3 and 9.3 hereof all of which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 7.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its material and willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Artistic Greetings Inc), Asset Purchase Agreement (Artistic Greetings Inc), Asset Purchase Agreement (Artistic Greetings Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or shareholders of the Company, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.2(a) and Sections 8.26.02, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 8.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Snap on Inc), Agreement and Plan of Merger (Snap on Pace Co), 1 Agreement and Plan of Merger (Hein Werner Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) effect, without any Liability on the last sentence part of any party hereto or its affiliates, directors, officers or shareholders, other than the provisions of this Section 6.2(a) 8.2 and Sections 8.26.3(b), 8.3 6.14, 8.3, 9.3 and 9.3 hereof 9.11 hereof. Nothing contained in this Section 8.2 shall survive relieve any termination party from Liability for any breach of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.. SECTION 8.3
Appears in 3 contracts
Samples: Conformed Copy Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Lockheed Martin Corp), Conformed Copy Agreement and Plan of Merger (Loral Corp /Ny/)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void void, and have there shall be no effect except (i) liability on the last sentence part of any party hereto or any of its affiliates, directors, officers or shareholders; provided, however, that nothing in this Section 6.2(a) 8.2 shall relieve any party from liability for breach of this Agreement or for fees and Sections 8.2expenses as set forth in Section 8.3, and that this Section 8.2 and Section 8.3 and 9.3 hereof shall survive indefinitely any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westcorp /Ca/), Agreement and Plan of Merger (Wachovia Corp New), Agreement and Plan of Merger (WFS Financial Inc)
Effect of Termination. In the event of termination of If this Agreement by either ACE*COMM or i3 as provided is terminated in accordance with Section 8.1 hereofprior to the Closing Date, this Agreement shall forthwith become void and have of no effect except further force and effect; provided, however, that (ia) the last sentence provisions of this Section 6.2(a) 8.2 and Sections 8.2, 8.3 and 9.3 hereof Article IX shall survive such termination with respect to any action required hereunder which was not complete prior to such termination and (b) nothing herein shall relieve any Party from any liability for fraud or with respect to any material breach of the provisions of this Agreement, and (ii) notwithstanding anything Agreement prior to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreementsuch termination.
Appears in 3 contracts
Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Dominion Midstream Partners, LP), Registration Rights Agreement (Dominion Midstream Partners, LP)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.01, this Agreement Agreement, except for the obligations of the parties pursuant to this Section 8.02 and the provisions of Section 6.06, shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained officers or shareholders; provided that nothing in this Agreement, no Section 8.02 shall relieve any party shall be relieved or released from any liabilities or damages arising out to this Agreement of its willful or intentional liability for breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Share Exchange Agreement (Magellan Filmed Entertainment Inc), Share Exchange Agreement (Saratoga International Holdings Corp), Share Exchange Agreement (Saratoga International Holdings Corp)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof11.1, this Agreement (other than Section 8.3) shall forthwith become void and have no effect except (i) the last sentence of Section 6.2(a) and Sections 8.2that, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement. In the event of termination of this Agreement, Parent and the Company shall continue to honor the terms of the Confidentiality Agreement, including the return of all confidential materials.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (E Offering Corp), Agreement and Plan of Merger (Wit Capital Group Inc), Agreement and Plan of Merger (E Trade Group Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof(the date of such termination or abandonment is referred to in this Agreement as the “Termination Date”), this Agreement shall forthwith become void and have no effect except (i) without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any Party or its Affiliates, 8.3 and 9.3 hereof shall survive any termination directors, officers, managers, members or stockholders other than the provisions of this Agreement, Section 8 and (ii) notwithstanding anything to the contrary Article 10 hereof. Nothing contained in this Agreement, no party Section 8.2 shall be relieved or released relieve any Party from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this AgreementAgreement prior to such termination.
Appears in 3 contracts
Samples: Contribution Agreement (Mammoth Energy Services, Inc.), Contribution Agreement (Mammoth Energy Services, Inc.), Contribution Agreement (Mammoth Energy Services, Inc.)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof9.1, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2(a) 9.2 and Sections 8.25.19, 8.3 6.7, 7.5 and 9.3 hereof shall survive any termination of this Agreement, 9.5 and (ii) notwithstanding anything to the contrary Article X. Nothing contained in this Agreement, no Section 9.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tracor Inc /De), Agreement and Plan of Merger (Tracor Inc /De), Agreement and Plan of Merger (Gec Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof7.1, this Agreement Agreement, except for this Section 7.2, the provisions of the second sentence of Section 5.3(f) and Sections 7.3, 8.7 and 8.10, shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreementofficers, and (ii) notwithstanding anything to shareholders or stockholders. Notwithstanding the contrary contained foregoing, nothing in this Agreement, no Section 7.2 shall relieve any party shall be relieved or released from any liabilities or damages arising out to this Agreement of its willful or intentional liability for a breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Xicor Inc)
Effect of Termination. In the event of termination of If this Agreement by either ACE*COMM or i3 is terminated as provided in Section 8.1 hereof7.1, this Agreement shall forthwith become void and have no effect except (i) effect, without liability on the last sentence part of Section 6.2(a) and Sections 8.2any party, 8.3 and 9.3 hereof shall survive any termination its directors, officers or stockholders, other than the provisions of this AgreementSection 7.2, Section 4.3 relating to expenses and (ii) notwithstanding anything Section 4.7 relating to publicity and confidentiality to the contrary extent provided therein. Nothing contained in this Agreement, no Section 7.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this AgreementAgreement occurring before such termination.
Appears in 3 contracts
Samples: Asset and Share Purchase Agreement (Thermoquest Corp \De\), Share Purchase Agreement (Thermo Bioanalysis Corp /De), Share Purchase Agreement (Thermo Optek Corp)
Effect of Termination. In the event of termination of If this Agreement by either ACE*COMM or i3 as provided in is terminated and the Merger is abandoned pursuant to Section 8.1 8.01 hereof, this Agreement Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX hereof and the Confidentiality Agreement, shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained officers or stockholders. Nothing in this Agreement, no Section 8.02 shall relieve any party shall be relieved or released from to this Agreement of liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (National Discount Brokers Group Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last part of any party or its directors, officers or shareholders, other than the provisions of the penultimate sentence of Section 6.2(a) 6.3 and Sections 8.2, the provisions of this Section 8.2 and Section 8.3 and 9.3 hereof the applicable provisions of Article Nine, which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 8.2 shall relieve any party shall be relieved from liability for fraud or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tektronix Inc), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Raven Acquisition Corp.)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereofpursuant to this Article 7, this Agreement shall will forthwith become void and have there will be no effect liability on the part of any Party or its respective partners, officers, directors or stockholders, except (i) for obligations under Section 5.6, Section 9.15 and this Section, all of which will survive the last sentence of Section 6.2(a) and Sections 8.2Termination Date. Notwithstanding the foregoing, 8.3 and 9.3 hereof shall survive nothing contained in this Agreement will relieve any termination Party from liability for any breach of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (PRGX Global, Inc.)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become be void and have no effect effect, with no liability on the part of any party hereto or its affiliates, directors, officers or stockholders, except that the provisions of Sections 6.8 (i) with respect to the last sentence of Section 6.2(areimbursement and indemnification obligations therein) and Sections 8.2, 8.3 and 9.3 hereof Article IX shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreementsuch termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Murdock David H), Agreement and Plan of Merger (Dole Food Co Inc)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof7.1 prior to the Closing Date, this Agreement shall forthwith become void and have void, there shall be no effect except liability under this Agreement on the part of the Company or the Investors (i) the last sentence of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive including any termination of this AgreementSubstitute Investors), and (ii) notwithstanding anything to all rights and obligations of the contrary contained Company and the Investors shall cease, other than the obligations of the parties set forth in this AgreementSection 6.1 hereof; provided, no however, that nothing herein shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision covenant or agreement of such party contained in this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (Waste Services, Inc.), Subscription Agreement (Prides Capital Partners, LLC)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in accordance with Section 8.1 hereof8.1, this Agreement shall will forthwith become void and have no effect except effect, without any Liability (i) the last sentence of other than, subject to Section 6.2(a) and Sections 8.2, 8.3 with respect to any claim for any intentional pre‑termination breach of any representation, warranty, covenant or agreement set forth in this Agreement); provided, that the provisions of Sections 6.6, 6.7, 8.2 and 9.3 hereof shall 8.3, Article IX and Article X will survive any termination of this Agreement, and (ii) notwithstanding anything hereof pursuant to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this AgreementSection 8.1.
Appears in 2 contracts
Samples: Interim Operating Agreement (Vectren Corp), Interim Operating Agreement (Vectren Corp)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 - 25 - 26 and the last sentence of Section 6.2(a) and Sections 8.26.02, 8.3 and 9.3 hereof which shall survive any termination such termination. The Stock Option Agreement shall also survive any such termination. Nothing obtained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.. SECTION 8.03
Appears in 2 contracts
Samples: Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Voith Sulzer Acquisition Corp), Exhibit 1 Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Impact Systems Inc /Ca/)
Effect of Termination. In the event of termination of that this Agreement by either ACE*COMM or i3 is terminated as provided in Section 8.1 hereof7.1 above, this Agreement shall forthwith become void (other than this Section 7.2, and have no effect except (i) the last sentence of Section 6.2(aSections 8.1, 9.1 through 9.3, and 9.5 through 9.11, hereof which shall remain in full force and effect) and Sections 8.2, 8.3 and 9.3 hereof there shall survive any termination be no further liability on the part of this Agreement, and (ii) notwithstanding anything to the contrary AmTrust or Maiden Holdings. Nothing contained in this Agreement, no Section 7.2 shall relieve any party shall be relieved or released hereto from any liabilities or damages arising out of liability for its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Master Agreement (Amtrust Financial Services, Inc.), Master Agreement (Maiden Holdings, Ltd.)
Effect of Termination. In (a) If this Agreement is validly terminated pursuant to Section 9.1, this Agreement will forthwith become null and void, and have no further effect, without any liability on the event part of termination any party hereto or its Affiliates, directors, managers, officers, stockholders or members, other than the provisions of this Section 9.2 and Article X hereof. Nothing contained in this Section 9.2 shall relieve any party from liability for any willful breach of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof, this Agreement shall forthwith become void and have no effect except (i) the last sentence of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything occurring prior to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreementtermination.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (Dividend Capital Trust Inc)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM Trustmark or i3 Cadence as provided in Section 8.1 hereofor the abandonment of the Merger without breach by any party hereto, this Agreement (other than Sections 6.2 and 12.4 and any other section which by its terms relates to post-termination rights or obligations) shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary officers or shareholders. Nothing contained in this Agreement, no Section 8.2 shall relieve any party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach hereto of any provision liability for a breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cadence Financial Corp), Agreement and Plan of Reorganization (Trustmark Corp)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of any party or its directors, officers, employees or stockholders, other than the provisions of this Section 6.2(a) 8.2 and Sections 8.2Section 8.3, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 8.2 or elsewhere in this Agreement shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Atlas Inc), Agreement and Plan of Merger (3-D Geophysical Inc)
Effect of Termination. In the event of termination of If this Agreement by either ACE*COMM or i3 as provided in is validly terminated pursuant to Section 8.1 hereof8.1, this Agreement shall will forthwith become null and void and have no effect further effect, without any Liability on the part of any Party hereto or its Affiliates, directors, officers or stockholders, except (i) for any liability resulting from any fraud, actions taken in bad faith, intentional misrepresentation or intentional breach prior to termination, and other than the last sentence provisions of this Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary Article IX hereof. Nothing contained in this Agreement, no party Section 8.3 shall be relieved or released relieve any Party from Liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this AgreementAgreement occurring prior to termination.
Appears in 2 contracts
Samples: Escrow Agreement (Rafaella Apparel Group,inc.), Escrow Agreement (Perry Ellis International Inc)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereofpursuant to Article 9, this Agreement shall forthwith will become void and have no effect except (i) effect, without any liability or obligation on the last sentence part of the Buyer, the Seller, the Company, other than the provisions of this Section 6.2(a) 9.2, Section 7.2(b), Section 7.5, and Sections 8.2Article 11, 8.3 and 9.3 hereof shall which will survive any termination of this Agreement; provided, and (ii) notwithstanding anything to the contrary contained however, that nothing in this Agreement, no party shall be relieved or released Agreement will relieve any Party from any liabilities or damages arising out of its liability for any pre-termination willful or intentional breach of any provision by such Party of this Agreement.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (R F Industries LTD), Membership Interest Purchase Agreement (Wireless Telecom Group Inc)
Effect of Termination. In the event of termination of If this Agreement by either ACE*COMM or i3 as provided in is terminated and the Merger is abandoned pursuant to Section 8.1 hereof8.01, this Agreement Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX (which shall remain in effect), shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained officers or stockholders. Nothing in this Agreement, no Section 8.02 shall relieve any party shall be relieved or released from to this Agreement of liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oregon Steel Mills Inc), Agreement and Plan of Merger (Evraz Group S.A.)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in accordance with Section 8.1 hereof7.01, this Agreement shall forthwith become void cease to have effect and none of the Parties or their respective Affiliates shall have no effect any liability of any nature whatsoever under this Agreement (except (i) for liabilities which have occurred upon or before the last sentence of Section 6.2(a) termination), provided that the provisions in Article 1, Article 7 and Sections 8.2, 8.3 and 9.3 hereof Article 8 shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Members’ Agreement (Grab Holdings LTD), Members’ Agreement (Grab Holdings LTD)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 6.2(a) 6.2 and Sections 8.2the provisions of this Section 8.2 and Section 8.3, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 8.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Scientific Co), Agreement and Plan of Merger (Pacific Scientific Co)
Effect of Termination. 7.2.1 In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof7.1, this Agreement Agreement, except for any provisions relating to the confidentiality obligations of the parties hereto to each other and the provisions of this Section 7.2 and Section 8.12, shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreementofficers or stockholders. Notwithstanding the foregoing, and (ii) notwithstanding anything to the contrary contained nothing in this Agreement, no Section 7.2 shall relieve any party shall be relieved or released from any liabilities or damages arising out to this Agreement of its willful or intentional liability for a material breach of any material provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NeoStem, Inc.), Agreement and Plan of Merger (China Biopharmaceuticals Holdings Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof7.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or shareholders, other than the provisions of Section 5.10 with respect to the payment of the breakup fee and expense reimbursement as described therein, the last sentence of Section 6.2(a) and Sections 8.25.02, 8.3 and 9.3 hereof which in each case shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 7.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corcom Inc), Agreement and Plan of Merger (Communications Instruments Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof7.01, this Agreement shall forthwith become void and have no effect effect, and there shall be no liability on the part of any Party, except (i) for the last sentence of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination provisions of this AgreementSection 7.02, Section 7.03 and (ii) notwithstanding anything to Article VIII, each of which shall remain in full force and effect; provided, however, that the contrary contained in this Agreement, no party Company shall not be relieved or released from any liabilities liability or damages arising out of its from a willful or intentional material breach of any provision of this AgreementAgreement prior to the time of such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/), Agreement and Plan of Merger (FOHG Holdings, LLC)
Effect of Termination. In the event of termination of Except as otherwise provided in this Agreement, if this Agreement by either ACE*COMM or i3 as provided in is terminated pursuant to Section 8.1 7.01 hereof, this Agreement shall forthwith become void and have no effect except (i) the last sentence of other than Section 6.2(a5.02(a) and Sections 8.2(d) and Section 8.01 hereof, 8.3 which shall remain in full force and 9.3 hereof shall survive any termination of this Agreementeffect), and (ii) notwithstanding anything there shall be no further liability on the part of Sound Federal Bancorp or PFC to the contrary contained in this Agreementother, except that no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sound Federal Bancorp), Agreement and Plan of Merger (Peekskill Financial Corp)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof7.1, this Agreement shall forthwith become void and have there shall be no effect liability on the part of any party hereto, or their respective stockholders, officers, or directors, except (i) the last sentence of that Article 8 and Section 6.2(a) and Sections 8.2, 8.3 and 9.3 9.9 hereof shall survive any termination indefinitely, and except with respect to willful breaches of this Agreement, and (ii) notwithstanding anything Agreement prior to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out time of its willful or intentional breach of any provision of this Agreementsuch termination.
Appears in 2 contracts
Effect of Termination. In Upon the event of termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become null and void and have no effect except (i) the last sentence of as set forth in Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof for the provisions of Article 9, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any intentional breach of this Agreement prior to such termination. In addition, the Confidentiality Agreement shall not be affected by the termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Venturi Partners Inc), Agreement and Plan of Merger (Venturi Partners Inc)
Effect of Termination. (a) In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 8.01 hereof, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, except (i) the last sentence of as provided below in Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary 8.02(b). Nothing contained in this Agreement, no Section 8.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Zmax Corp), Agreement and Plan of Merger (New Zmax Corp)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in and the abandonment of the Offer and the Merger pursuant to Section 8.1 hereof10.1, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party hereto or its affiliates, 8.3 and 9.3 hereof shall survive any termination directors, officers or shareholders, other than the provisions of this AgreementSection 10.2 and 10.3 hereof. Notwithstanding the foregoing, and (ii) notwithstanding anything to the contrary nothing contained in this Agreement, no Section 10.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digital Link Corp), Agreement and Plan of Merger (DLZ Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall will forthwith become void and will be deemed to have no effect terminated without liability to any party (except (i) for any liability of any party then in willful material breach of any covenant or agreement); provided that the provisions of the Confidentiality Agreement and the last sentence of Section 6.2(a) and Sections 6.5, this Section 8.2, Section 8.3 and 9.3 hereof shall survive any termination Article 9 (other than the exception clause in Section 9.10) of this Agreement, Agreement will continue in full force and (ii) effect notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreementsuch termination and abandonment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Dynamics Corp), Agreement and Plan of Merger (Primex Technologies Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 11.01 hereof, this Agreement shall shall, except for the provisions of Sections 3.14 and 4.04 and the confidentiality provisions of Section 6.01, forthwith become null and void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained officers or stockholders. Nothing in this Agreement, no Section 11.02 shall relieve any party shall be relieved or released from any liabilities or damages arising out to this Agreement of its willful or intentional liability for breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Raytheon Co), Asset Purchase Agreement (Texas Instruments Inc)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof10.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability or obligation on the last sentence part of any party hereto or their respective affiliates, officers, directors or stockholders, other than Section 6.2(a) 3.15, Section 4.06, Section 5.04, Section 6.04, Section 8.03, this Section 10.02 and Sections 8.2Article XI, 8.3 and 9.3 hereof which provisions shall survive any termination of this Agreementsuch termination, and (ii) notwithstanding anything except to the contrary contained extent that such termination results from the willful and material breach by a party of any provision set forth in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Subscription, Merger and Exchange Agreement (Specialty Laboratories Inc), Subscription, Merger and Exchange Agreement (Ameripath Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void and have there shall be no effect except (i) liability on the last sentence part of any party hereto or any of its affiliates, directors, officers or stockholders; provided, however, that nothing in this Section 6.2(a) 8.2 shall relieve any party from liability for breach of this Agreement or for fees and expenses as set forth in Section 8.3, and that Sections 8.26.7, 8.2 and 8.3 and 9.3 hereof Article IX shall survive indefinitely any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dow Jones & Co Inc), Agreement and Plan of Merger (Marketwatch Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof9.1, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2(a) 9.2 and Sections 8.25.19, 8.3 6.7, 7.5 and 9.3 hereof shall survive any termination of this 9.5 and Article X and the Confidentiality Agreement, and (ii) notwithstanding anything to the contrary . Nothing contained in this Agreement, no Section 9.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional antecedent breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eig Acquisition Corp), Agreement and Plan of Merger (Elite Information Group Inc)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM WAL or i3 Target as provided in Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) the last sentence of Section 6.2(a) and Sections 8.2, 8.3 9.2 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Alliance Bancorporation), Agreement and Plan of Merger (Western Liberty Bancorp)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM pursuant to Section 6.1 (the date of such termination or i3 abandonment is referred to in this Agreement as provided in Section 8.1 hereofthe “Termination Date”), this Agreement shall forthwith become void and have no effect except (i) without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party hereto or its Affiliates, 8.3 and 9.3 hereof shall survive any termination directors, officers, unitholders or stockholders other than the provisions of this Agreement, Section 6.2 and (ii) notwithstanding anything to the contrary Article 7 hereof. Nothing contained in this Agreement, no Section 6.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this AgreementAgreement prior to such termination.
Appears in 2 contracts
Samples: Contribution Agreement (Mammoth Energy Partners LP), Contribution Agreement (Mammoth Energy Partners LP)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 Except as provided in Section 8.1 hereof9.3, if this Agreement is terminated by either BFST or Oakwood as provided in Section 9.1, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party or its directors, officers or shareholders, except (i) that the last sentence provisions of Section 6.2(a) 7.2, this Section 9.2 and Sections 8.2, 8.3 and 9.3 hereof Section 11.5 shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary . Nothing contained in this Agreement, no Section 9.2 shall relieve any party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach hereto of any provision liability for a breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Business First Bancshares, Inc.)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof7.01, this Agreement shall forthwith become void and have no effect except (i) without any liability on the last sentence part of any party hereto or its Affiliates, directors, officers, stockholders, partners, managers or members other than the provisions of this Section 6.2(a) 7.02 and Sections 8.25.04, 8.3 5.05, 8.01, and 9.3 hereof 8.05 hereof, which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary as set forth in Section 8.01. Nothing contained in this Agreement, no Section 7.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Revenue Interests Assignment Agreement (Oscient Pharmaceuticals Corp), Revenue Interests Assignment Agreement (Oscient Pharmaceuticals Corp)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 13.01 hereof, this Agreement Agreement, except for the provisions of Section 14.04, and the confidentiality provisions of Section 9.01, shall forthwith become null and void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained officers or stockholders. Nothing in this AgreementSection 13.02 shall, no however, relieve any party shall be relieved or released from any liabilities or damages arising out to this Agreement of its willful or intentional liability for breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Holiday Corp), Agreement and Plan of Merger (Bristol Hotel Co)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in accordance with Section 8.1 10.1 hereof, this Agreement shall forthwith thereafter become void and have no effect except (i) the last sentence of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreementeffect, and (ii) notwithstanding anything no party thereto shall have any liability to any other party hereto or any of its respective Affiliates, officers or employees, except for the contrary obligations of the parties hereto contained in this AgreementSection 10.2 and in Sections 11.1, no 11.5, 11.6 and 11.8 hereof, and provided that nothing contained in this Section 10.2 shall relieve any party shall be relieved or released from any liabilities or damages arising out of its willful or intentional liability for a breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Qwest Communications International Inc), Asset Purchase Agreement (RMS Limited Partnership)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereofand abandonment of the Merger and other Transactions pursuant to this Article 7, this Agreement shall forthwith become null and void and have no effect except (i) effect, without any liability on the part of any party or its officers, directors, stockholders, affiliates and agents, other than the provisions of the last sentence of Section 6.2(a) 5.04 and the provisions of Sections 8.25.05, 8.3 7.05, 8.01, 8.02 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement8.07.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bard C R Inc /Nj/), Agreement and Plan of Merger (Specialized Health Products International Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach part of any provision of this Agreement.party hereto or its directors,
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orion Capital Corp), Agreement and Plan of Merger (Orion Capital Corp)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereofand abandonment of the Merger and other Transactions pursuant to this Article 7, this Agreement shall forthwith become null and void and have no effect except (i) effect, without any liability on the part of any party or its officers, directors, stockholders, affiliates and agents, other than the provisions of the last sentence of Section 6.2(a) 5.04 and the provisions of Sections 8.27.05, 8.3 7.06, 8.02 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary 8.07. Nothing contained in this Agreement, no Section 7.06 shall relieve any party shall be relieved or released hereto from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onesource Information Services Inc), Agreement and Plan of Merger (Infousa Inc)
Effect of Termination. In the event of Upon any termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof10.1, this Agreement shall forthwith immediately become void and have there shall be no effect except liability or obligation on the part of any party or their respective officers, directors, stockholders or Affiliates; provided that (ia) the last sentence provisions of Section 6.2(a) Sections 5.6 10.2, and Sections 8.2, 8.3 Article XIII shall remain in full force and 9.3 hereof shall effect and survive any termination of this Agreement, Agreement and (iib) notwithstanding anything such termination shall not relieve any party to the contrary contained in this Agreement, no party shall be relieved or released Agreement from any liabilities or damages arising out of its willful or intentional breach of any provision violations of this AgreementAgreement that occurred prior to such termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Univision Communications Inc), Asset Purchase Agreement (Entravision Communications Corp)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of any party or its directors, officers, employees or stockholders, other than the provisions of this Section 6.2(a) 8.2 and Sections 8.2Section 8.3, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Article VIII shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Filter Corp), Agreement and Plan of Merger (United States Filter Corp)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 7.1 hereof, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or shareholders, other than the provisions of the last sentence of Section 6.2(a) 5.2 hereof and Sections 8.2the provisions of this Section 7.2 and Section 7.3 hereof, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 7.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision covenant of this AgreementAgreement or any breach of warranty or misrepresentation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integrated Circuit Systems Inc), Agreement and Plan of Merger (Microclock Inc)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof6.1, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) any party hereto or their respective Affiliates, officers, directors or stockholders, other than liability of the Greenbriar Parties or Lone Star as the case may be, for breaches of this Agreement occurring prior to such termination. The provisions of Sections 4.9, 9.7 and Sections 8.2, 8.3 and 9.3 9.8 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Master Settlement Agreement (Greenbriar Corp), Master Settlement Agreement (Greenbriar Corp)
Effect of Termination. In the event of termination of If this Agreement by either ACE*COMM or i3 as provided in is validly terminated pursuant to Section 8.1 hereof11.1, this Agreement shall will forthwith become null and void and have no effect except (i) further effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party hereto or its affiliates, 8.3 and 9.3 hereof shall survive any termination directors, officers or stockholders, other than the provisions of this AgreementSection 11.2, Section 11.3, and (ii) notwithstanding anything to the contrary Section 13 hereof. Nothing contained in this Agreement, no Section 11.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this AgreementAgreement occurring prior to termination.
Appears in 2 contracts
Samples: Indemnification Agreement (Burlington Coat Factory Warehouse Corp), Acquire Leases and Lease (Retail Ventures Inc)
Effect of Termination. In Except for the event provisions of termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof5.2, this Agreement shall forthwith become void Section 7.2, Section 7.3 and have no effect except (i) the last sentence of Section 6.2(a) and Sections 8.2Article IX, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, upon the valid termination of this Agreement in accordance with Section 7.1, this Agreement shall thereafter become void and (ii) notwithstanding anything have no effect, and no Party shall have any liability to the contrary contained any other Party or its members, stockholders, managers or directors or officers in this Agreementrespect thereof; provided, no party shall be relieved or released that nothing herein will relieve any Party from any liabilities or damages arising out of its liability for any willful or intentional breach of any provision the provisions of this Agreement.Agreement prior to such termination. Termination Fee.
Appears in 2 contracts
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.1, this Agreement Agreement, except for the provisions of the second sentence of each of Section 6.2(f) and Section 6.3(f), and Sections 8.2, 8.5, and 9.9, shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreementofficers or shareholders. Notwithstanding the foregoing, and (ii) notwithstanding anything to the contrary contained nothing in this Agreement, no Section 8.2 shall relieve any party shall be relieved or released from to this Agreement of liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bergen Brunswig Corp), Agreement and Plan of Merger (Amerisource Health Corp/De)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM Unilever or i3 SM, as provided in Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except effect, without any liability or obligation on the part of the Parties, other than the provisions of Sections 12.1 (iConfidentiality), 12.2 (Public Announcements), 12.5 (Fees) the last sentence of Section 6.2(a) through and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreementincluding 12.12 (Headings), and (ii) notwithstanding anything this Section 11.2 and except to the contrary contained in this Agreement, no extent that such termination results from the willful and material breach by a party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.hereof. EXECUTION VERSION
Appears in 2 contracts
Samples: Joint Contribution Agreement (Syneron Medical Ltd.), Joint Contribution Agreement (Syneron Medical Ltd.)
Effect of Termination. In the event of termination of If this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereofis so terminated and the Merger is not consummated, this Agreement shall forthwith become void and shall have no further force or effect except (i) other than the last sentence confidentiality provisions of Section 6.2(a) 6.1 and the provisions of Sections 8.26.2 and 9.2 and Article X; provided that nothing contained in this Section 9.2 shall relieve any party from liability for fraud, 8.3 and 9.3 hereof shall survive intentional misrepresentation or any termination willful breach of this Agreementany representation, and (ii) notwithstanding anything to the contrary warranty, covenant or agreement contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Postal Realty Trust, Inc.), Agreement and Plan of Merger (Postal Realty Trust, Inc.)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM PROTEC or i3 PAYM as provided in Section 8.1 hereof7.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability or obligation on the part of PAYM or PROTEC, other than the provisions of the last sentence of Section 6.2(a) and Sections 8.25.01(a), 8.3 and 9.3 hereof shall survive any termination of this AgreementSection 5.04, and (ii) notwithstanding anything to the contrary this Section 7.02. Nothing contained in this Agreement, no Section shall relieve any party shall be relieved or released from for any liabilities or damages arising out of its willful or intentional breach of any provision of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Securities Exchange Agreement, Securities Exchange Agreement (PayMeOn, Inc.)
Effect of Termination. In the event of termination of in accordance with Section 8.1, this Agreement by either ACE*COMM will become void and there will be no liability on the part of any Party or i3 their respective directors, managers, officers, equity holders or agents, except as provided in Section 8.1 hereof, this Agreement 9.1 and except that any such termination shall forthwith become void and have no effect except (i) the last sentence of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything be without prejudice to the contrary rights of any Party arising out of the breach by any other Party of any representation or covenant contained in this Agreement, no party shall be relieved Agreement or released from any liabilities due such other Party’s failure or damages arising out of its willful or intentional breach of any provision of refusal to close without justification under this Agreement.. Section 7.3
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nobilis Health Corp.), Asset Purchase Agreement (Nobilis Health Corp.)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof9.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of any party hereto or its affiliates, directors, officers or shareholders, other than the provision of this Section 6.2(a9.02 and Sections 6.03(b) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary 9.03 hereof. Nothing contained in this Agreement, no Section 9.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Griffin Technology Inc), Agreement and Plan of Merger (Diebold Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to the provisions of Section 8.1 hereof7.1, the provisions of this Agreement (other than the last sentence of Section 5.10 and Sections 5.6, 7.2 and 7.3 hereof) shall forthwith become void and have no effect except (i) effect, with no liability on the last sentence part of Section 6.2(a) and Sections 8.2any party hereto or its stockholders or directors or officers in respect thereof, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary provided that nothing contained in this Agreement, no party herein shall be relieved or released from deemed to relieve any liabilities or damages arising out party of any liability it may have to any other party with respect to a breach of its willful or intentional breach of any provision of obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Bha Group Inc)
Effect of Termination. In the event of termination of that this Agreement by either ACE*COMM or i3 is terminated as provided in Section 8.1 hereof7.1 above, this Agreement shall forthwith become void (other than this Section 7.2, and have no effect except (i) the last sentence of Section 6.2(aSections 8.1, 9.1 through 9.3, 9.5 through 9.11, and Article X hereof which shall remain in full force and effect) and Sections 8.2, 8.3 and 9.3 hereof there shall survive any termination be no further liability on the part of this Agreement, and (ii) notwithstanding anything to the contrary AmTrust or Maiden Holdings. Nothing contained in this Agreement, no Section 7.2 shall relieve any party shall be relieved or released hereto from any liabilities or damages arising out of liability for its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Master Agreement (Maiden Holdings, Ltd.), Master Agreement (Amtrust Financial Services, Inc.)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereofand abandonment of the Merger and other Transactions pursuant to this Article 7, this Agreement shall forthwith become null and void and have no effect except (i) effect, without any liability on the part of any party or its officers, directors, shareholders, affiliates and agents, other than the provisions of the last sentence of Section 6.2(a) 5.04 and the provisions of Sections 8.25.06, 8.3 7.05, 8.01, 8.02, 8.03 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement8.08.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MLE Holdings, Inc.), Agreement and Plan of Merger (Mity Enterprises Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence two sentences of Section 6.2(a) and Sections 8.26.02, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 8.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rsa Acquisition Corp), Agreement and Plan of Merger (American Safety Razor Co)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM HUBCO or i3 as provided in IBSF pursuant to Section 8.1 hereof7.1, this Agreement (other than Section 5.5(b), the penultimate sentence of Section 5.6(h), this Section 7.2 and Section 8.1) shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its officers, 8.3 and 9.3 hereof directors or shareholders. Nothing contained herein, however, shall survive relieve any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional liability for any breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hubco Inc), Agreement and Plan of Merger (Ibs Financial Corp)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM FNB or i3 PVFC as provided in Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) the last sentence of Section 6.2(a) and Sections 6.1(g), 6.2(b), 6.11(f)-(h), 8.2, 8.3 8.3, 9.3 and 9.3 hereof 9.8 shall survive any termination of this Agreement, Agreement and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities liability or damages arising out of its willful or intentional breach of any provision of the provisions of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PVF Capital Corp), Agreement and Plan of Merger (FNB Corp/Fl/)
Effect of Termination. In the event of any termination of this the Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof7.1 hereto, this Agreement shall forthwith become wholly void and have of no further force or effect (except Sections 7.2 and 7.3 and Article IX (i) the last sentence of Section 6.2(aother than Sections 9.15 and 9.16)) and there shall be no liability on the part of any parties hereto or their respective officers or directors, except as provided in such Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to Article. Notwithstanding the contrary contained in this Agreementforegoing, no party hereto shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Alter Robert A), Contribution and Sale Agreement (Westbrook Real Estate Partners LLC)
Effect of Termination. (a) In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof, this Agreement shall forthwith become void and have no effect effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, except as provided below in Section 8.2(b). Notwithstanding the preceding sentence, each of (i) the last sentence of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, 6.8 and (ii) notwithstanding anything to the contrary contained Nondisclosure Agreement shall remain in this Agreement, no party shall be relieved or released from any liabilities or damages arising out full force and effect in the event of its willful or intentional breach of any provision the termination of this AgreementAgreement pursuant to Section 8.1 hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Ventures Inc), Agreement and Plan of Merger (Grant Ventures Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof7.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of any party or its directors, officers, members or stockholders, other than pursuant to the provisions of this Section 6.2(a) 7.02 and Sections 8.2Section 7.03, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 7.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Sports Entertainment Enterprises Inc), Stock Purchase Agreement (Sports Entertainment Enterprises Inc)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM Purchaser or i3 the Company as provided in Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) the last sentence of Section 6.2(aSections 6.5(c), 6.6(h), (i), (j) and Sections 8.2, 8.3 (l) and 9.3 hereof 8.2 and Article IX shall survive any termination of this Agreement, Agreement and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities liability or damages arising out of its willful or intentional breach of any provision of the provisions of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Engineering & Manufacturing Corp), Agreement and Plan of Merger (PEM Holding Co.)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM Wxxxxxx or i3 NewMil as provided in Section 8.1 hereof8.1, this Agreement shall forthwith become void and have no effect except (i) the last sentence of Section 6.2(a) and Sections 8.2, 8.3 9.2 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Newmil Bancorp Inc)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereof8.01, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 6.2(a) 6.02 and Sections 8.2the provisions of this Section 8.02 and Section 8.03, 8.3 and 9.3 hereof which shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary such termination. Nothing contained in this Agreement, no Section 8.02 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fusion Systems Corp), Agreement and Plan of Merger (Eaton Corp)
Effect of Termination. In the event of the termination of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 hereofabove, this Agreement Agreement, except for the provisions of Section 5.1(i), all of Article 7, this Section 8.2 and all of Article 9, shall forthwith become void and have no effect except (i) effect, without any liability under this Agreement on the last sentence part of Section 6.2(a) and Sections 8.2either party or its Subsidiaries or their respective directors, 8.3 and 9.3 hereof shall survive any termination of this Agreementofficers, and (ii) notwithstanding anything to employees or stockholders. Notwithstanding the contrary contained foregoing, nothing in this Agreement, no Section 8.2 shall relieve either party shall be relieved or released from any liabilities or damages arising out to this Agreement of its willful or intentional liability for a breach of any provision of this Agreement or invalidate the provisions of the Confidentiality Agreement.
Appears in 2 contracts
Samples: Implementation Agreement (General Motors Corp), Implementation Agreement (Echostar Communications Corp)
Effect of Termination. In the event of termination of If this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereofis so terminated and the Merger is not consummated, this Agreement shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of any party or its directors, officers, employees, agents or stockholders, other than the confidentiality provisions of Section 6.2(a) and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary 7.7. Nothing contained in this Agreement, no Section 9.2 shall relieve any party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novitron International Inc), Agreement and Plan of Merger (Novitron International Inc)
Effect of Termination. In the event of termination of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof9.1, this Agreement shall forthwith become void and have there shall be no effect except liability or obligation on the part of any party hereto, or its Affiliates, officers, directors or shareholders, provided, however, that the provisions of Sections 6.5 (i) the last sentence of Section 6.2(aConfidentiality), 6.8 (Public Announcements) and Sections 8.2, 8.3 15 (Expenses) of this Agreement shall remain in full force and 9.3 hereof shall effect and survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Westell Technologies Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in pursuant to Section 8.1 7.01 hereof, this Agreement Agreement, except for the provisions of Section 5.05 and Section 9.09, shall forthwith become void and have no effect except (i) effect, without any liability on the last sentence part of Section 6.2(a) and Sections 8.2any party or its directors, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained officers or shareholders. Nothing in this Agreement, no Section 7.02 shall relieve any party shall be relieved or released from any liabilities or damages arising out to this Agreement of its willful or intentional liability for breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc), Agreement and Plan of Merger (Platinum Energy Resources Inc)
Effect of Termination. In the event of any termination of this the Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof7.1 hereto, this Agreement shall forthwith become wholly void and have of no further force or effect (except Sections 7.2 and 7.3 and Article IX (i) the last sentence of Section 6.2(aother than Sections 9.15 and 9.16)) and there shall be no liability on the part of any parties hereto or their respective officers or 54 50 directors, except as provided in such Sections 8.2, 8.3 and 9.3 hereof shall survive any termination of this Agreement, and (ii) notwithstanding anything to Article. Notwithstanding the contrary contained in this Agreementforegoing, no party hereto shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Westbrook Real Estate Partners LLC), Contribution and Sale Agreement (Alter Robert A)
Effect of Termination. In the event of termination of If this Agreement by either ACE*COMM or i3 as provided in is terminated pursuant to Section 8.1 hereof8.01, this Agreement shall forthwith become void and have of no effect with no liability on the part of any party hereto, except that (i) the last sentence of agreements contained in Section 6.2(a) 6.04, this Section 8.02, Section 8.03, Article IX and Sections 8.2, 8.3 and 9.3 hereof in the Confidentiality Agreement shall survive any the termination of this Agreement, hereof and (ii) notwithstanding anything to the contrary contained in this Agreement, no such termination shall relieve any party shall be relieved of any liability or released damages resulting from any liabilities or damages arising out of its willful or intentional breach of any provision by that party of this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Panamsat Corp /New/), Transaction Agreement (Directv Group Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either ACE*COMM or i3 as provided in Section 8.1 hereof8.01, this Agreement shall forthwith become void and have there shall be no liability on the part of either party hereto; provided, however, that Sections 5.03, 8.02, 8.03 and 10.01 shall remain in full force and effect except (i) notwithstanding the last sentence of Section 6.2(a) termination and Sections 8.2, 8.3 and 9.3 hereof shall survive any termination abandonment of this Agreement, ; and (ii) notwithstanding anything to the contrary contained in this Agreement, no provided further that nothing herein shall relieve either party shall be relieved or released from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Nu Skin Enterprises Inc), Agreement and Plan of Merger and Reorganization (Nu Skin Enterprises Inc)
