Effect of Termination Prior to Closing. In the event of termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto, except that nothing herein shall relieve either party from liability for any breach of any covenant or agreement in this Agreement.
Effect of Termination Prior to Closing. If Closing does not occur as a result of any Party exercising its right to terminate pursuant to Section 9.1, then no Party shall have any further rights or obligations under this Agreement, except that (i) nothing herein shall relieve any Party from any liability for any willful breach of this Agreement, and (ii) the provisions of ARTICLE XI shall survive any termination of this Agreement.
Effect of Termination Prior to Closing. In the event of the termination and abandonment of the acquisition and this Agreement as herein provided, written notice shall be given to the company or person to be notified of the termination or abandonment as herein provided, and thereupon this Agreement shall become wholly void and of no effect, and there shall be no liability on the part of any person who is a party hereto, or any liability for the Board of Directors, stockholders, officers or directors of either the Company or Life or any other party to this Agreement.
Effect of Termination Prior to Closing. Each Party’s right of termination under Section 9(a) is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9(a), all further obligations of the Parties under this Agreement will terminate, except that the obligations in Section 5(c), Section 5(e), Section 12(d), and Section 12(h) will survive; provided, however, that if this Agreement is terminated by a Party because of the breach of the Agreement by the other Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the other Party’s failure to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination.
Effect of Termination Prior to Closing. In the event of a termination of this Agreement, prior to Closing (i) each party shall pay the costs and expenses incurred by it in connection herewith, (ii) no party (or any of its officers, directors, employees, agents, representatives) shall be liable to any other party for any costs, expenses, damage or loss of anticipated profits hereunder, (iii) each party shall retain any and all rights attendant to any breach of any covenant, representation or warranty made hereunder and (iv) the Stockholders' Agreement shall remain in full force and effect.
Effect of Termination Prior to Closing. (a) In the event of termination of this Agreement in accordance with Section 10.01, (a) this Agreement shall be null and void and of no further force and effect, except as set forth in this Section 10.02, Section 6.03, Section 6.11(d), Article XII and the Confidentiality Agreement, and (b) such termination shall relieve each party to this Agreement from liability for all violations of this Agreement that occurred prior to such termination other than liability for willful (in the sense that such action was both intentional and known to be a violation of this Agreement) and material breaches of this Agreement prior to such termination.
Effect of Termination Prior to Closing. (a) The Party desiring to terminate this Agreement pursuant to Section 10.01 shall give written notice of such termination to the other Parties in accordance with Section 12.02, specifying the provisions hereof pursuant to which such termination is effected.
Effect of Termination Prior to Closing. In the event of termination of this Agreement prior to the Closing as provided in Section 9.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto; provided that nothing herein shall relieve any party hereto from liability for any willful breach of this Agreement or Fraud; and provided, further, that notwithstanding the foregoing, the terms of Section 8.4, Section 8.19, Section 8.20, Section 8.21(b), Section 10.1, Section 10.2, Section 10.5, Section 10.6, Section 10.7, Section 10.8, Section 10.9, Section 10.10, Section 10.11 Section 10.12, Section 10.13, Section 10.14, Section 10.15 and this Section 9.2 shall remain in full force and effect and shall survive any termination of this Agreement.
Effect of Termination Prior to Closing. If this Agreement is terminated pursuant to Section 8.01 above, all rights and obligations of the Parties hereunder shall terminate without any Liability on the part of any Party, except for (i) any liability of any Party then in breach of any representations, warranties, covenants or obligations, or (ii) any liability for any expenses due under Section 7.01.
Effect of Termination Prior to Closing. In the event of termination of this Agreement by the Seller or the Purchaser pursuant to and in accordance with Section 4.8, written notice thereof shall forthwith be given by the terminating Party to the other Parties hereto in accordance with Section 15.7, and this Agreement shall thereupon terminate and become void and have no force or effect, no Party to this Agreement (or any of its Affiliates or its or their respective representatives) will have any liability or further obligation to any other Party to this Agreement (and the Parties shall be relieved and released from any related liabilities or damages), and the transactions contemplated hereby shall be abandoned without further action by the Parties hereto, except that notwithstanding anything herein to the contrary: (A) the provisions of Sections 8.7 and 13.6 shall survive the termination of this Agreement; and (B) no Party shall be relieved or released from any liabilities or damages arising out of its breach of its obligations under this Agreement prior to such termination.
