Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. In the event of the termination and abandonment of this Agreement under Section 7.1, this Agreement shall become void and have no effect, without any liability on the part of any party or its directors, officers or shareholders (other than the Identified Shareholders as set forth herein) and except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that such termination results from the breach in any material respect by any party hereto of any representation, warranty or covenant hereunder.

Effect of Termination and Abandonment. In Except as provided in Article 8.3, in the event of the termination and abandonment of this Agreement under Section 7.1pursuant to Article 8.1, this Agreement shall forthwith become void and have void, there shall be no effect, without any liability on the part of any party hereto, or its any of their respective officers or directors, officers or shareholders (other than the Identified Shareholders as set forth herein) and except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that such termination results from the breach in any material respect by other and all rights and obligations of any party hereto shall cease; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any representationof its representations, warranty warranties, covenants or covenant hereunderagreements set forth in this Agreement.

Effect of Termination and Abandonment. In the event of the termination and abandonment of this Agreement under Section 7.1and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this Section 9.5, Sections 5.3(b) and 7.12, 9.3(b) and 9.4(b), and Article X) shall become void and have of no effect, without any effect with no liability on the part of any party hereto (or of any of its directors, officers officers, employees, agents, legal and financial advisors, or shareholders (other than the Identified Shareholders representatives); provided, however, that except as set forth otherwise provided herein) and except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that no such termination results from the breach in any material respect by shall relieve any party hereto of any representation, warranty liability or covenant hereunderdamages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (v) In the event of the termination and abandonment of this Agreement under Section 7.1and the abandonment of the Merger pursuant to this Article 8, no party to this Agreement shall become void and have no effect, without any liability on the part of or further obligation to any other party or its directors, officers or shareholders (other than the Identified Shareholders as set forth herein) and hereunder except that (i) as provided in the second sentence Section 6.5(d), this Section 8.2 and Article 9 of Section 5.1this Agreement shall survive any termination of this Agreement, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) notwithstanding anything to the extent that such termination results contrary, none of the parties shall be relieved or released from the any liabilities or damages arising out of its fraud or willful breach in any material respect by any party hereto of any representation, warranty or covenant hereunderprovision of this Agreement.

Effect of Termination and Abandonment. In If this Agreement is terminated and the event of the termination and abandonment Merger is abandoned, no party will have any liability or further obligation under this Agreement; provided, however, that, except as set forth in Section 8.03(b), nothing contained herein shall relieve a party from liability for any breach by it of this Agreement under and except that Section 7.16.05(b), this Agreement shall become void Section 8.02, Section 8.03 and have no effect, without any liability on the part Article IX will survive termination of any party or its directors, officers or shareholders (other than the Identified Shareholders as set forth herein) and except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that such termination results from the breach in any material respect by any party hereto of any representation, warranty or covenant hereunderthis Agreement.

Effect of Termination and Abandonment. In the event of the termination and abandonment of this Agreement under Section 7.1and the abandonment of the Merger pursuant to this Article IX, this Agreement (other than as set forth in this Section 9.5, Section 9.6 and Section 10.1) shall become void and have of no effect, without any liability effect with no Liability on the part of any party hereto (or of any of its directors, officers officers, employees, agents, legal and financial advisors or shareholders (other than the Identified Shareholders Representatives); provided, however, except as set forth otherwise provided herein) and except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that no such termination results from the breach in any material respect by shall relieve any party hereto of any representation, Liability resulting from any inaccuracy in or breach of any representation or warranty or covenant hereunderany willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. In the ------------------------------------- event of the termination of this Agreement and abandonment of the Merger pursuant to this Agreement under Section 7.1Article VIII, this Agreement shall ------------ forthwith become void and have no effect, without party hereto (or any liability on the part of any party or its directors, officers or shareholders (stockholders) shall have any liability or further obligation to any other than the Identified Shareholders as set forth herein) and party to this Agreement, except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that such termination results from the breach in any material respect by nothing herein will relieve any party hereto from liability for any breach of any representationof its representations or warranties under this Agreement or its failure to comply with one of its covenants, warranty agreements or covenant hereunderobligations under this Agreement.

Effect of Termination and Abandonment. In the event of the termination and abandonment of this Agreement under Section 7.1, this Agreement shall become void and have no effect, without any liability on the part of any party or its directors, officers or shareholders (other than the Identified Shareholders as set forth herein) and stockholders except (ia) as provided in the second sentence of Section Sections 5.1, 5.5 and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (iib) to the extent that such termination results from the willful or intentional breach in any material respect by any party hereto of any representation, warranty or covenant hereunder.

Effect of Termination and Abandonment. In the event of the a termination and abandonment of this Agreement under Section 7.1and the abandonment of the Merger pursuant to this Article 8, this Agreement shall become void and have of no effect, other than the provisions of this Section 8.5, Section 6.1(b), Section 8.6 and Article 9 without any liability on the part of any party hereto or its Affiliates, directors, officers officers, stockholders, members, managers, employees, agents and representatives; provided, however, that nothing herein shall relieve a party from liability for any willful breach by a party of any of its representations, warranties, covenants or shareholders (other than the Identified Shareholders as agreements set forth herein) and except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that such termination results from the breach in any material respect by any party hereto of any representation, warranty or covenant hereunderthis Agreement.

Effect of Termination and Abandonment. In the event of the termination and abandonment of this Agreement under Section 7.1and the abandonment of the Merger pursuant to this ARTICLE VII, this Agreement (other than as set forth in this SECTION 7.2, SECTION 7.3, SECTION 8.1 and SECTION 8.7) shall become void and have of no effect, without any effect with no liability on the part of any party hereto (or of any of its directors, officers officers, employees, agents, legal or shareholders (financial advisors or other than the Identified Shareholders as set forth herein) and except (i) as provided in the second sentence of Section 5.1representatives); PROVIDED, and in Sections 5.3HOWEVER, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that no such termination results from the breach in any material respect by shall relieve any party hereto from any liability for any breach of any representation, warranty or covenant hereunderthis Agreement.

Effect of Termination and Abandonment. (c) In the event of the termination and abandonment of this Agreement under Section 7.1and the abandonment of the Merger pursuant to this Article 8, no party to this Agreement shall become void and have no effect, without any liability on the part of or further obligation to any other party or its directors, officers or shareholders (other than the Identified Shareholders as set forth herein) and hereunder except that (i) as provided in the second sentence of Section 5.16.7(g), Section 8.2, this Section 8.3, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 Article 9 of this Agreement shall survive any termination of this Agreement; and (ii) notwithstanding anything to the extent that such termination results contrary, none of the parties shall be relieved or released from the any liabilities or damages arising out of its fraud or willful breach in any material respect by any party hereto of any representation, warranty or covenant hereunderprovision of this Agreement.

Effect of Termination and Abandonment. In the event of the termination and abandonment of this Agreement under Section 7.1and the abandonment of the Merger pursuant to this Article X, this Agreement (other than as set forth in Section 11.1) shall become void and have of no effect, without any effect with no liability on the part of any party hereto (or of any of its directors, officers officers, employees, agents, legal and financial advisors or shareholders (other than the Identified Shareholders representatives); provided, however, except as set forth otherwise provided herein) and except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that no such termination results from the breach in any material respect by shall relieve any party hereto of any representationliability or damages resulting from any breach of any of its representations, warranty warranties, covenants or covenant hereunderagreements set forth in this Agreement.

Effect of Termination and Abandonment. In the event of the termination and abandonment of If this Agreement under Section 7.1is validly terminated pursuant to this Article 8, this Agreement shall become void and have of no effect, other than the provisions of this Section 8.5, Section 6.1(b), Section 8.6, and Article 9 without any liability on the part of any party or its Affiliates, directors, officers officers, shareholders, members, managers, employees, agents and representatives; provided, however, that nothing herein shall relieve a party from liability for any willful breach by a party of any of its representations, warranties, covenants or shareholders (other than the Identified Shareholders as agreements set forth herein) and except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that such termination results from the breach in any material respect by any party hereto of any representation, warranty or covenant hereunderthis Agreement.

Effect of Termination and Abandonment. In the event of the termination and abandonment of this Agreement under Section 7.1and the abandonment of the Merger pursuant to this Article 8, this Agreement shall (other than this Section 8.5, Section 6.5 as it relates to the parties confidentiality obligations, and Article 10) will become void and have of no effect, without any with no liability on the part of any party hereto (or of any of its directors, officers officers, employees, agents, legal and financial advisors, or shareholders (other than the Identified Shareholders representatives); provided, however, that except as set forth otherwise provided herein) and except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that no such termination results from the breach in any material respect by will relieve any party hereto of any representation, warranty liability or covenant hereunderdamages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. In the event of the termination and abandonment of this Agreement under Section 7.1and the abandonment of the Merger pursuant to this Article 8, this Agreement (other than this Section 8.5, Section 5.15 and Article 9) shall become void and have of no effect, without any effect with no liability on the part of any party Party hereto (or of any of its directors, officers officers, employees, agents, legal and financial advisors, or shareholders (other than the Identified Shareholders representatives); provided, however, that except as set forth otherwise provided herein) and except (i) as provided in the second sentence of Section 5.1, and in Sections 5.3, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that no such termination results from the breach in shall relieve any material respect by any party hereto Party of any representation, warranty liability or covenant hereunderdamages resulting from any intentional prior breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of the termination and abandonment of this Agreement under Section 7.1and the abandonment of the Merger pursuant to this Article VII, this Agreement (other than as set forth in this Section 7.2 and in Section 7.3, Section 8.1, Section 8.7, Section 8.11 and Section 8.14) shall become void and have of no effect, without any effect with no liability on the part of any party hereto (or of any of its directors, officers officers, employees, agents, legal or shareholders (financial advisors or other than the Identified Shareholders as set forth herein) and except (i) as provided in the second sentence of Section 5.1representatives); provided, and in Sections 5.3however, 5.4, 5.5, 5.11 and 8.11 and (ii) to the extent that no such termination results from the breach in any material respect by shall relieve any party hereto from any liability for any breach of any representation, warranty or covenant hereunderthis Agreement.