Certain Effects of Termination. In the event of the termination of this Agreement by either Seller or Buyer as provided in Section 9.1, each party, if so requested by the other party, will promptly return every document furnished to it by the other party (or its subsidiary, division, associate or affiliate) in connection with the transaction contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and others to whom such documents were furnished to promptly return such documents and any copies thereof. This Section 9.2 shall survive any termination of this Agreement.
Certain Effects of Termination. If this Agreement is terminated as provided in Section 6.01, except as set forth in Section 7.03, this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination.
Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 9.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (x) as set forth in the preceding sentence and (y) that the provisions of Section 4.2 (Confidentiality), Sections 8.1 to 8.3 (Counterparts, Governing Law, Entire Agreement), Section 8.4 (Expenses) and Sections 8.5 through 8.13 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance and Public Announcement, Non-Recourse) shall survive the termination of this Agreement. (Signature page follows) The parties have caused this Securities Purchase Agreement to be executed as of the date first written above. UPLAND SOFTWARE, INC. By: /s/ Xxxx X. XxXxxxxx Name: Xxxx X. XxXxxxxx Title: Chief Executive Officer XXXXXXX AGGREGATOR, LP By: XXXXXXX AGGREGATOR GP, LLC, its General Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President EXHIBIT A DEFINED TERMS
Certain Effects of Termination. If the employment of the Employee is terminated for Good Cause under Section 8(b)(ii) of this Agreement, or if the Employee voluntarily terminates Employee’s employment by written notice to the Employer under Section 8(a) of this Agreement, the Employer shall pay to the Employee any compensation earned but not paid to the Employee prior to the effective date of such termination. Under such circumstances, such payment shall be in full and complete discharge of any and all liabilities or obligations of the Employer to the Employee hereunder, and the Employee shall be entitled to no further benefits under this Agreement.
Certain Effects of Termination. In the event that this Agreement is terminated pursuant to Section 7.01, this Agreement shall become null and void and have no further force or effect, except that the provisions of Section 8.03(b) shall remain operative and in full force and effect as between the parties, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination.
Certain Effects of Termination. (a) In the event of a Specified Termination, then AbbVie shall pay to Allergan $1,250,000,000 (the “Reverse Termination Payment”) in cleared, immediately available funds within three (3) Business Days thereafter; provided, that Allergan shall not be entitled to receive the Reverse Termination Payment if Allergan’s breach of this Agreement shall have been the primary cause of such Specified Termination.