Common use of Effect of Pre-Closing Termination Clause in Contracts

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.

Appears in 1 contract

Samples: Asset Purchase Agreement

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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 Seller or their respective Affiliates or representatives Representatives in connection herewith; provided, however, that no such termination shall relieve any Party from Liability 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 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 7.7 (Confidentiality), Section 7.9 (Public Statements), this Section 11.2 and Article ARTICLE 13 shall remain in full force and effect and survive any termination of this Agreement under the terms of Section 11.1.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Polycom Inc)

Effect of Pre-Closing Termination. In the event of the valid termination of this Agreement in accordance with the terms of this Section 11.212.1, 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 Buyer, Seller, Covenantors the Sellers or their respective Affiliates or representatives in connection herewith; provided, however, that no such termination shall relieve any Party from Liability 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 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), Section 8.7 (Public Statements), this Section 11.2 12.2 and Article 13 15 shall remain in full force and effect and survive any termination of this Agreement under the terms of Section 11.112.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Solarcity Corp)

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 BuyerBuyers, Seller, Covenantors 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 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), Section 8.7 (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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netgear, Inc)

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Effect of Pre-Closing Termination. In the event of the valid termination of this Agreement in accordance with the terms of this Section 11.2Article 11, 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 Selling Subsidiary or their respective Affiliates or representatives in connection herewith; provided, however, that no such termination shall relieve any Party from Liability liability resulting from or arising out of any intentional breach of such Party’s representations, warranties, or covenants or agreements set forth herein prior to such termination 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 7.5 (Confidentiality), Section 7.7 (Public Statements), this Section 11.2 11.2, Section 11.3 and Article 13 shall remain in full force and effect and survive any termination of this Agreement under the terms of Section 11.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Device Technology Inc)

Effect of Pre-Closing Termination. In the event of the valid termination of this Agreement in accordance with the terms of this Section 11.212.2, 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 Seller or their respective Affiliates or representatives Representatives in connection herewith; provided, however, that no such termination shall relieve any Party from Liability liability resulting from or arising out of any intentional willful 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 12.2 and Article 13 14 shall remain in full force and effect and survive any termination of this Agreement under the terms of Section 11.112.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Harmonic Inc)

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