Effect of Certain Terminations. In the event of termination of this Agreement pursuant to Article VII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the provisions of Section 5.4, Section 5.5, Article VII and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the provisions of Section 5.4, Section 5.5, Article VII and Article VIII shall survive such termination; except that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Navios Maritime Holdings Inc.), Agreement and Plan of Merger (Navios Maritime Midstream Partners LP), Agreement and Plan of Merger (Navios Maritime Acquisition CORP)
Effect of Certain Terminations. In the event of termination of this Agreement pursuant to Article VII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the provisions last sentence of Section 5.45.2, Section 5.5, Section 5.6, Article VII and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the last sentence of Section 5.2 and the provisions of Section 5.45.5, Section 5.55.6, Article VII and Article VIII shall survive such termination; except provided that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching nonbreaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Access Midstream Partners Lp), Agreement and Plan of Merger (Williams Partners L.P.)
Effect of Certain Terminations. In the event of termination of this Agreement pursuant to Article VII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the provisions of Section 5.45.5, Section 5.55.6, Article VII and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the provisions of Section 5.45.5, Section 5.55.6, Article VII and Article VIII which shall survive such termination; except that (i) Parent may be required to bear its obligations, if any, for direct and indirect expenses and costs and the Termination Fee, as provided in Section 7.6, and (ii) nothing herein shall relieve any party hereto from any liability for (A) any intentional failure to consummate the Merger and the other transactions contemplated hereby when required pursuant to this Agreement or willful and material breach (B) any fraudulent action by such party of in connection with any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching any other party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SunCoke Energy Partners, L.P.), Agreement and Plan of Merger (SunCoke Energy, Inc.)
Effect of Certain Terminations. In the event of termination of this Agreement pursuant to Article VIIVIII, written notice thereof shall be given to the other party or partiesParties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the provisions of Section 5.45.7, Section 5.55.8, Article VII VIII and Article VIIIIX, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the provisions of Section 5.45.7, Section 5.55.8, Article VII VIII and Article VIII IX shall survive such termination; except provided that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this 50 Agreement and all rights and remedies of a non-breaching nonbreaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (QEP Midstream Partners, LP), Agreement and Plan of Merger (Tesoro Logistics Lp)
Effect of Certain Terminations. In the event of termination of this Agreement pursuant to Article VII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the provisions of Section 5.45.5, Section 5.55.6, Article VII and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the provisions of Section 5.45.5, Section 5.55.6, Article VII and Article VIII shall survive such termination; except that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Navios Maritime Partners L.P.), Agreement and Plan of Merger (Navios Maritime Partners L.P.)
Effect of Certain Terminations. In the event of termination of this Agreement pursuant to Article VIIVII , written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the provisions of Section 5.45.5 , Section 5.55.6 , Article VII and Article VIIIVIII , shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the provisions of Section 5.45.5 , Section 5.55.6 , Article VII and Article VIII shall survive such termination; except that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Navios Maritime Containers L.P.)
Effect of Certain Terminations. In the event of termination of this Agreement pursuant to Article VIIVIII, written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the provisions of Section 5.45.7, Section 5.55.8, Article VII VIII and Article VIIIIX, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement and all rights and obligations of the parties hereto under this Agreement shall terminate, except for the provisions of Section 5.45.7, Section 5.55.8, Article VII VIII and Article VIII IX shall survive such termination; except provided that nothing herein shall relieve any party hereto from any liability for any intentional or willful and material breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement and all rights and remedies of a non-breaching nonbreaching party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Williams Pipeline Partners L.P.)
Effect of Certain Terminations. In the event of termination of this Agreement pursuant to this Article VII, written notice thereof shall be given to the other party or partieseach Party, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement, except for the provisions of Section 5.45.2(b), Section 5.55.8, Article VII this Section 7.5, Section 7.6, and Article VIII, shall forthwith become null and void and there shall be no liability on the part of any party to this Agreement Party and all rights and obligations of the parties hereto Parties under this Agreement shall terminate, except for the provisions of Section 5.45.2(b), Section 5.55.8, Article VII this Section 7.5, Section 7.6, and Article VIII VIII, which shall survive such termination; except provided, however, that nothing herein shall relieve any party hereto Party from any liability for any intentional or willful and material breach by such party Party of any of its representations, warranties, covenants covenants, or agreements set forth in this Agreement and all rights and remedies of a non-breaching party Party under this Agreement in the case of such intentional or willful and material breach, at law or in equity, shall be preserved.
Appears in 1 contract
Samples: Agreement and Plan of Merger (EnLink Midstream Partners, LP)
