Effect of Pre-Closing Termination Sample Clauses

Effect of Pre-Closing Termination. In the event of the valid termination of this Agreement in accordance with the terms of this Section 11.2, this Agreement shall thereupon and forthwith become void and of no further force or effect whatsoever, and there shall be no liability or obligation on the part of Buyer, Seller, Covenantors or their respective Affiliates or representatives in connection herewith; provided, however, that no such termination shall relieve any Party from Liability resulting from or arising out of any intentional breach of such Party’s representations, warranties, covenants or agreements set forth herein or impair the right of any Party to compel specific performance by the other Party of its obligations under this Agreement; and provided further that the provisions of Section 8.5 (Confidentiality), (Public Statements), this Section 11.2 and Article 13 shall remain in full force and effect and survive any termination of this Agreement under the terms of Section 11.1.
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Effect of Pre-Closing Termination. In the event of the termination of this Agreement pursuant to Section 9.1 hereof, (i) this Agreement (except for this Section 9.2 and Article 11 hereof (other than Section 11.12), and any definitions set forth in this Agreement and used in such sections) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, and (ii) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the transactions contemplated hereby; provided, however, that nothing contained in this Section 9.2 shall relieve any party from liability for fraud or any intentional or willful breach of this Agreement.
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Effect of Pre-Closing Termination. In the event this Agreement is terminated prior to Closing, the Assets and Liabilities shall not be transferred, any Assets and Liabilities tentatively transferred prior to the Closing Date shall be returned, and the Parties shall cooperate to take any other steps reasonably necessary to restore the situation that existed between them prior to entry into this Agreement. The Agreement otherwise shall be of no further force or effect and the Parties shall be released from all further obligations hereunder.
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Effect of Pre-Closing Termination. If this Agreement is terminated and the Transactions are abandoned as described in this Section 8.1, this Agreement shall become void and of no further force and effect, except for the provisions of (a) Section 9.1 (Expenses), (b) Section 4.7 (Public Announcements), and (c) this Section 8.3. Nothing in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any Party to compel specific performance by another Party of its obligations under this Agreement.
Sample 1
Effect of Pre-Closing Termination. In the event of the valid termination of this Agreement in accordance with the terms of this Article 10, this Agreement shall thereupon and forthwith become void and of no further force or effect whatsoever, and there shall be no liability or obligation on the part of the Buyer, Sellers or their respective Affiliates or Representatives in connection herewith; provided, however, that no such termination shall relieve any Party from liability resulting from or arising out of any willful and intentional material breach of such Party’s representations, warranties, covenants or agreements set forth herein; and provided further that the provisions of this Section10.2 and Article 13 shall remain in full force and effect and survive any termination of this Agreement under the terms of Section10.1, and notwithstanding any termination of this Agreement, following any termination of this Agreement in accordance with its terms, any party hereto shall remain liable thereafter for any fraud that occurred prior to such termination.
Sample 1
Effect of Pre-Closing Termination. If this Agreement is --------------------------------- terminated pursuant to Section 6.1, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to the other Party; provided that the provisions contained in Sections 4.2.4, 4.3.1 and 7.4 hereof shall survive such termination.
Sample 1
Effect of Pre-Closing Termination. In the event of the valid termination of this Agreement in accordance with the terms of Section 11.1, this Agreement shall thereupon and forthwith become void and of no further force or effect whatsoever, and there shall be no Liability or obligation on the part of Buyers, Seller or its respective Affiliates or Representatives in connection herewith; provided, however, that no such termination shall relieve any Party from Liability resulting from or arising out of any willful and intentional breach of such Party’s representations, warranties, covenants or agreements set forth herein or the requirement to make the payments set forth in Section 11.3, or impair the right of any Party to compel specific performance by the other Party of its obligations under this Agreement; provided further that the provisions of Section 8.11(d) (Reimbursement for Preparation of Carve-Out Financial Statements), Section 8.5 (Confidentiality), Section 8.7 (Public Statements), this Section 11.2, Section 11.3 and Article XIII shall remain in full force and effect and survive any termination of this Agreement under the terms of Section 11.1.
Sample 1
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Effect of Pre-Closing Termination. In the event of the valid termination of this Agreement in accordance with Section 11.1, this Agreement will become void and of no further force or effect whatsoever, and there will be no liability or obligation on the part of Seller or its Affiliates or Representatives in connection herewith; provided, however, that no such termination will relieve Seller from liability resulting from or arising out of any willful and material breach of its representations, warranties, covenants or agreements set forth herein or impair the right of any Party to compel specific performance by the other Party of its obligations under this Agreement; and provided further, however, that the provisions of Section 7.5, this Section 11.2 and ARTICLE XIII will remain in full force and effect and survive any termination of this Agreement pursuant to Section 11.1.
Sample 1

Related to Effect of Pre-Closing Termination

  • Closing Termination The closing of the Transaction (the “Closing”) shall be effective between the Parties as of 12:00 p.m. Eastern Daylight Time on January 6, 2006 (the “Closing Date”). However, in the event that the Parties have not satisfied all of the conditions necessary to Close by the Closing Date including, without limitation, the completion, review and approval of the Disclosure Schedule (hereinafter the “Closing Conditions”) then, in such event, either Party may extend the time period for satisfying such Closing Conditions until 4:00 p.m. Eastern Daylight Time, February 28, 2006 (hereinafter the “Extended Time”) with the understanding and agreement that if the Closing Conditions are completed to the mutual satisfaction of the Parties by the Extended Time that this Transaction shall be effective as of the Closing Date. In the event that the Closing Conditions have not been completed to the mutual satisfaction of the Parties by the Extended Time, this Agreement may be terminated by either Party unless the Parties through their respective legal counsel otherwise agree in writing to an additional extension of time not to exceed ten (10) consecutive days beginning on the day immediately following the Extended Time for satisfying such Closing Conditions. The Closing shall be conducted remotely through the exchange of documents via fax or email with original documents exchanged via overnight, next day delivery by a reputable national courier on the Closing Date or, if the time for satisfying the Closing Conditions has been extended to the Extended Time, on the date on which the Extended Time ends. All deliveries made at the Closing shall be deemed to have been made simultaneously except as one delivery must logically be deemed to precede or follow another.

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

  • Conditions to Closing Termination 25 6.01 Conditions Precedent to Obligation of Buyer.............................25 6.02 Conditions Precedent to Obligation of Sellers...........................27 6.03 Deliveries and Proceedings at Closing...................................28

  • Effect of Termination; Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.

  • Termination and Survival (a) This Agreement shall become effective as of the date of this Agreement.

  • Term; Termination; Survival of Provisions The term of this Agreement shall commence on the date hereof and shall continue, unless earlier terminated pursuant to the provisions of this section, for twelve (12) months, automatically renewed thereafter for monthly periods unless either Party informs the other in writing thirty (30) days prior to the end of the current term of its intent to terminate this Agreement. This Agreement may be terminated prior to the end of the current term, by mutual written consent of the Parties hereto, or:

  • Effect of Termination and Abandonment Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereof, this Agreement shall become void and have no effect, and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.

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