Common use of Effect of Termination Survival Clause in Contracts

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.1, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreement, Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; and (b) this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 4 contracts

Samples: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.), Arrangement Agreement (Canopy Growth Corp)

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Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.16.1 or Section 6.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) , in the event of termination or lapse of the effectiveness of the Agreementunder Section 6.1, Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; 2.8, Section 2.9, Article 3 (and (bthe related Schedules) this Section 7.3 and Section 8.2 7.2 through to and including Section 8.15 7.15 shall survive in accordance with their terms and, in the event of termination under Section 6.2, this Section 6.3 and Section 4.4 7.2 through to and including Section 7.15 shall survive; survive in accordance with their terms, and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything Agreement prior to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1such termination.

Appears in 4 contracts

Samples: Arrangement Agreement (JW Asset Management, LLC), Arrangement Agreement (TerrAscend Corp.), Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 2.12 and Section 4.11 shall survive for a period of six years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 2.13, Section 4.6(3), Section 4.7, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 the provisions of the Confidentiality Agreement (pursuant to the terms set out therein) shall survive; , and provided further that that, subject to Section 8.2(4), no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 2 contracts

Samples: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant shareholder or representative Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 4.10 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.15, shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 2 contracts

Samples: Arrangement Agreement (Corvus Gold Inc.), Arrangement Agreement (Anglogold Ashanti LTD)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 2.7 and Section 4.11 shall survive for a period of six years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 4.5, Section 4.8, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.17 shall survive; , and provided further that that, subject to Section 8.2(5), no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 2 contracts

Samples: Arrangement Agreement (Cnooc LTD), Arrangement Agreement (Nexen Inc)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.2, Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; 4.3(2), Section 4.6 (only with respect to cost reimbursement and indemnification), Section 4.10 (b) only with respect to cost reimbursement and indemnification), this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; and provided further that no (c) neither the termination of this Agreement nor anything contained in this Section 7.3 shall relieve any Party shall be relieved of from any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 2 contracts

Samples: Arrangement Agreement (Catamaran Corp), Arrangement Agreement (Unitedhealth Group Inc)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in if the event of termination or lapse of the effectiveness of the AgreementArrangement is completed, Section 4.9 4.8 shall survive for a period of six years following such termination or lapse of effectivenessthe Effective Time; and (b) in the event of termination under Section 7.2, this Section 7.3 7.3, Section 4.6 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.17 shall survive; , and provided further that that, subject to Section 8.6, no Party shall be relieved of any liability for any wilful and material breach Wilful Breach by it of this Agreement. Notwithstanding anything Agreement occurring prior to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1such termination.

Appears in 1 contract

Samples: Arrangement Agreement (Metalla Royalty & Streaming Ltd.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 4.8 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and 7.3, Section 8.2 through to and including Section 8.15 8.16, all related definitions set forth in Section 1.1 and Section 4.4 the provisions of the Confidentiality Agreement, shall survive; survive any such termination of this Agreement, and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.ARTICLE 8

Appears in 1 contract

Samples: Ii Arrangement Agreement (Westwater Resources, Inc.)

Effect of Termination Survival. β€Œ If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.1, Section 4.9 4.8 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 7.3, Section 7.4, Section 7.5 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.13 shall survive; , and provided further that neither termination of this Agreement under Section 7.2 nor anything contained in this Section 7.3 shall relieve a Party from any liability arising prior to such termination and no Party party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant Shareholder or representative Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.6(4) and Section 4.9 shall survive such termination for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 2.4(5), Section 4.6(4), this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.18 shall survive; , and provided further that no termination shall relieve any Party shall be relieved hereto of any liability for or damages to the other Party hereto if such termination results from any fraud or wilful and material breach by it any Party of this Agreement. Notwithstanding anything to the contrary its representations, warranties or covenants contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement (Haemonetics Corp)

Effect of Termination Survival. (1) If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2 (Termination), this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreement, Section 4.9 4.11 (Insurance and Indemnification) shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2 (Termination), this Section 7.3 and Section 8.2 (Termination Fee) through to and including Section 8.15 and Section 4.4 8.16 (Language) shall survive; , and provided further that no Party shall be relieved of or released from any liability for any arising out of its wilful and material breach by it of any provision of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement (Hillman Companies Inc)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.1, Section 4.9 4.8 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 4.5(3), Section 7.3, this Section 7.3 7.4 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.14 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach or fraud by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement

Effect of Termination Survival. (1) If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Agreement (SG Enterprises, II LLC)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.1, Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 4.5(4) shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement (Aphria Inc.)

Effect of Termination Survival. β€Œ If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness occurrence of the AgreementEffective Time, Section 4.9 and Section 4.10 shall survive for a period of six years following such termination or lapse of effectivenesssurvive; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 7.4 through to and including Section 8.15 and Section 4.4 shall survive; survive in accordance with their terms, and provided further that that, subject to Section 7.4(f), no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement

Effect of Termination Survival. (1) If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 8.3 through to and including Section 8.15 and Section 4.4 8.16 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement (Response Biomedical Corp)

Effect of Termination Survival. (1) If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, Representative or consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in if the event of termination or lapse of the effectiveness of the AgreementArrangement is completed, Section 4.9 4.10 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of any termination under Section 7.2, this Section 7.3 7.3, Section 4.5(3), Section 4.6(4) and Section 8.2 through to and including Section 8.15 and Section 4.4 8.16 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach Willful Breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 4.8 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and 7.3, Section 8.2 through to and including Section 8.15 8.16, all related definitions set forth in Section 1.1 and Section 4.4 the provisions of the Confidentiality Agreement, shall survive; survive any such termination of this Agreement, and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Nevsun Resources (Nevsun Resources LTD)

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Effect of Termination Survival. (1) If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.1, Section 4.9 (Insurance and Indemnification) shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 7.3, Section 8.2 (Termination Fees) Section 8.3 (Expenses) and Section 8.2 through to and including Section 8.15 and Section 4.4 8.7 (Third Party Beneficiaries) shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement (Starcore International Mines Ltd.)

Effect of Termination Survival. (1) If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) that in the event of termination or lapse under the provisions of the effectiveness of the AgreementSection 7.2(1) (other than Section (7.2(1)(a)), Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; and (b) this Section 7.3 and Section 8.2 through to and including Section 8.15 8.14, and all related definitions set forth in Section 4.4 1.1 and the provisions of the Confidentiality Agreement shall survive; survive any such termination of this Agreement, and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement (Kirkland Lake Gold Ltd.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, this Section 7.3 and Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful material breach of any of its representations and warranties contained herein, any material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1fraud.

Appears in 1 contract

Samples: Arrangement Agreement (Planet 13 Holdings Inc.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.1, Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 4.6(3), Section 7.3, this Section 7.3 7.4 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.14 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach or fraud by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TPCO Holding Corp.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 shall survive for a period of six years one year following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.1 or Section 7.2, this Section 7.3 7.3, and Section 8.2 through to and including Section 8.15 and Section 4.4 8.16 shall survive; and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement (Petrolia Energy Corp)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.1, Section 4.9 4.8 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 4.5(3), Section 7.3, this Section 7.3 7.4 and Section 8.2 [***] through to and including Section 8.15 and Section 4.4 [***] shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach or fraud by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement (TerrAscend Corp.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 and Section 4.12 shall survive for a period of six years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 4.5(3), Section 4.6(4), this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; , and provided further that that, no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (ai) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 4.7 [Insurance and Indemnification] shall survive for a period of six years following such thereafter; (ii) in the event of termination or lapse of effectiveness; and (b) under Section 7.2, this Section 7.3 7.4, Section 4.8(4) and Section 8.2 through to and including Section 8.15 8.14 and all related definitions in Section 4.4 1.1 shall survive; and provided further that no (iii) subject to Section 8.2(9), neither the termination of this Agreement nor anything contained in this Section 7.4 shall relieve any Party shall be relieved of from any liability for any wilful and material willful breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and 7.3, Section 8.2 through to and including Section 8.15 8.15, Section 2.4(5), Section 4.5(4) and Section 4.4 shall 4.6(6)shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectiveness; and (b) in the event of termination under Section 7.2, Section 4.5(5), Section 4.6(4), Section 4.14(6), this Section 7.3 and Section Sections 8.2 through to and including Section 8.15 and Section 4.4 8.17 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material fraud or a willful breach by it such Party of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement (LKQ Corp)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness occurrence of the AgreementEffective Time, Section 4.9 shall survive for a period of six years following such termination or lapse of effectivenesssurvive; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 7.4 through to and including Section 8.15 and Section 4.4 shall survive; survive in accordance with their terms, and provided further that that, subject to Section 7.4(g) and 7.5(d), no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Samples: Arrangement Agreement (Flora Growth Corp.)

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