Common use of Effect of Termination; Etc Clause in Contracts

Effect of Termination; Etc. (a) In the event of the termination of this Agreement in accordance with Section 7.02, (i) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Section 7.03 and Section 5.07, the indemnification and reimbursement obligations of Parent under Section 5.11(a) and Section 5.12(e), Article VIII (other than Section 8.17), and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, and (ii) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of Parent, Merger Sub or the Company or of their respective Affiliates or other equityholders. Notwithstanding the immediately preceding sentence of this Section 7.03(a), termination of this Agreement pursuant to Section 7.02 shall not release any party hereto from any liability (x) pursuant to the sections specified in this Section 7.03(a) that survive such termination or (y) except as expressly provided in any of the provisions that survive such termination, for any Intentional Breach by a party of its representations, warranties, covenants or agreements that occurred prior to such termination.

Effect of Termination; Etc. (a) In the event of the termination of this Agreement in accordance with Section 7.028.02, (i) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Section 7.03 and 8.03, Section 5.07, the indemnification and reimbursement obligations of Parent under Section 5.11(a) and Section 5.12(e6.09 (Public Statements), Section 6.12(e) (Financial Cooperation), relevant defined terms in Article VIII I, Article IX (other than Section 8.179.16 (Waiver of Conflicts), ) and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, and (ii) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of Parent, Merger Sub 1, Merger Sub 2, the Blocker or the Company or of their respective Affiliates or other equityholdersCompany. Notwithstanding anything to the immediately preceding sentence of contrary in this Section 7.03(a)Agreement, termination of this Agreement pursuant to Section 7.02 8.02 shall not release any party hereto from any liability (x) pursuant to the sections specified in this Section 7.03(a) that survive such termination or (y) except as expressly provided in any of the provisions 8.03 that survive such termination, or (y) for any Intentional Breach by a party of its representations, warranties, covenants or agreements that occurred prior to such termination, except as otherwise provided in Sections 8.03(b) or Section 8.03(c).

Effect of Termination; Etc. (a) In the event of the termination of this Agreement in accordance with Section 7.02, (i) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Section 7.03 and 7.03, Section 5.075.08, Article VIII, the indemnification and reimbursement obligations in respect of Parent under the Escrow Funds set forth in Section 5.11(a) and Section 5.12(e), Article VIII (other than Section 8.17), 2.04 and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the partiesParties, and (ii) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of Parent, Merger Sub the Buyer or the Company Sellers under or in connection with this Agreement or any of their respective Affiliates the transactions contemplated hereby, or other equityholdersin connection with the termination hereof. Notwithstanding anything in the immediately preceding sentence of this Section 7.03(a)) to the contrary, termination of this Agreement pursuant to Section 7.02 shall not release any party hereto Party from any liability Liability (xA) pursuant to the sections specified above in this Section 7.03(a) that survive such termination termination, (B) for an Intentional Breach of this Agreement, or (yC) except as expressly provided in any of the provisions that survive such termination, for any Intentional Breach by a party of its representations, warranties, covenants or agreements that occurred prior to such terminationFraud.

Effect of Termination; Etc. (a) In the event of the termination of this Agreement in accordance with Section 7.029.02, (i) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby by this Agreement shall be abandoned, except that (i) subject to the terms, conditions and limitations of this Section 7.03 9.03, no such termination shall relieve (A) Sellers from liability for Fraud or any willful and material breach of this Agreement by Sellers prior to such termination or (B) the Purchaser from liability for Fraud or any willful and material breach of this Agreement by the Purchaser prior to such termination; (ii) Article I (solely to the extent a term defined therein is referenced in another Article or Section 5.07, the indemnification and reimbursement obligations of Parent under this Agreement that survives termination pursuant to this Section 5.11(a) and Section 5.12(e9.03), Section 6.05(d), this Section 9.03, Article VIII (other than Section 8.17)X, and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, Parties and (iiiii) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of Parent, Merger Sub or the Company or of their respective Affiliates or other equityholders. Notwithstanding the immediately preceding sentence of this Section 7.03(a), termination of this Agreement pursuant to Section 7.02 shall not release any party hereto from any liability (x) pursuant to the sections specified in this Section 7.03(a) that survive such termination shall relieve the Purchaser from the obligation to pay the interest, fees, costs, expenses and interest specified or (y) except as expressly provided referenced in any of the provisions that survive such termination, for any Intentional Breach by a party of its representations, warranties, covenants Section 6.04 or agreements that occurred prior to such terminationSection 6.09(a).

Effect of Termination; Etc. (a) In the event of the termination of this Agreement in accordance with Section 7.028.01, (i) written notice thereof shall be given to the other party or parties, specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall thereafter become null and void and have of 105 no effect and all rights and obligations of any party hereto shall cease, and there shall be no liability on the part of Parent, Merger Sub, Merger Sub II, or the Company or their respective directors, officers and Affiliates hereunder, and the transactions contemplated hereby shall be abandoned, except that (i) this Section 7.03 and 8.02, Section 2.15(b), Section 5.07, the indemnification and reimbursement obligations of Parent under Section 5.11(a) and Section 5.12(e), Article VIII (other than Section 8.17), IX and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, parties and (ii) subject to the terms and conditions of the surviving provisions of this Agreement, there nothing herein shall be no liability or obligation on the part of Parent, Merger Sub or the Company or of their respective Affiliates or other equityholders. Notwithstanding the immediately preceding sentence of this Section 7.03(a), termination of this Agreement pursuant to Section 7.02 shall not release relieve any party hereto from any liability (x) pursuant or damages arising out of, resulting from or in connection with any Fraud or Intentional Breach occurring with respect to the sections specified in this Section 7.03(a) that survive such termination or (y) except as expressly provided in any of the provisions that survive such termination, for any Intentional Breach by a party of its party’s representations, warranties, covenants or other agreements that occurred set forth in this Agreement occurring prior to such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Effect of Termination; Etc. (a) In the event of the termination of this Agreement in accordance with Section 7.02, (ia) this Agreement shall thereafter become void and have no effect and the transactions contemplated hereby shall be abandoned, except that this Section 7.03 and 7.03, Section 5.077.04, Section 5.08, Article VIII, the indemnification and reimbursement obligations in respect of Parent under the Termination Payment set forth in Section 5.11(a) and Section 5.12(e5.06(a), Article VIII (other than the obligations in respect of the Escrow Funds set forth in Section 8.17)2.04, and the Confidentiality Agreement shall survive termination of this Agreement and remain valid and binding obligations of each of the parties, and (iib) subject to the terms and conditions of the surviving provisions of this Agreement, there shall be no liability or obligation on the part of Parent, Merger Sub the Buyer or the Company or of their respective Affiliates or other equityholdersSellers. Notwithstanding anything in the immediately preceding sentence of this Section 7.03(a)7.03 to the contrary, termination of this Agreement pursuant to Section 7.02 shall not release any party hereto from any liability (xi) pursuant to the sections specified in this Section 7.03(a) that survive such termination or (y) except as expressly provided in any of the provisions 7.03 that survive such termination, including Section 7.04, (ii) for any an Intentional Breach by a party of its representations, warranties, covenants this Agreement or agreements that occurred prior to such termination(iii) Fraud.