Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 9 contracts

Samples: Business Combination Agreement and Plan of Reorganization (Novus Capital Corp II), Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Fintech Ecosystem Development Corp.)

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Effect of Termination. In the event of the termination of this --------------------- Agreement pursuant to as provided in Section 9.0110.1, this Agreement shall forthwith become void, void and there no party hereto shall be no have any liability or further obligation to any other party hereto under or by reason of this Agreement on or the part of any party heretotransactions contemplated hereby, except as set forth in this Section 9.02, Article X, and for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by occurring prior to or as a party hereto.result of termination of this Agreement, and except that:

Appears in 8 contracts

Samples: Agreement of Merger and Plan of Reorganization (Video City Inc), Agreement of Merger and Plan (Video City Inc), Agreement of Merger And (Video City Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to by either Parent or the Company as provided in Section 9.019.1, this Agreement shall forthwith become voidvoid and have no effect except (i) Sections 7.2(b), 7.3(e), 9.2 and there 10.3 shall be no liability under this Agreement on the part of survive any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a and (ii) that, notwithstanding anything to the contrary contained in this Agreement, no party heretoshall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Susquehanna Bancshares Inc), Agreement and Plan of Merger (Abington Bancorp, Inc./Pa), Agreement and Plan of Merger (Susquehanna Bancshares Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto (or any Representatives of any party hereto); provided, except as set forth in however, that the terms of Section 6.10, this Section 9.02, Article X, VIII and Article IX shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (AutoNavi Holdings LTD), Agreement and Plan of Merger (Alibaba Group Holding LTD), Agreement and Plan of Merger (China Ming Yang Wind Power Group LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01Agreement, this Agreement shall forthwith become voidvoid and of no further force or effect (except for Article 9, which shall survive such termination) and there shall be no liability under this Agreement on the part of any party hereto, hereto except as set forth in this Section 9.02, Article X, and that nothing herein shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material party from any liability for Losses for any antecedent breach of this Agreement by a party heretoprior to termination.

Appears in 6 contracts

Samples: Share Purchase Agreement (Century City International Holdings Ltd.), Share Purchase Agreement (Century City International Holdings Ltd.), Share Purchase Agreement (Century City International Holdings Ltd.)

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 9.019, this Agreement shall forthwith become void, null and void and there shall be no liability under this Agreement on the part of any party heretoof the parties hereto or their respective officers or directors with respect to this Agreement, except as set forth for Section 1.7 which shall remain in full force and effect after any such termination of this Section 9.02, Article XAgreement, and except that nothing herein shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to party from liability for a willful material breach of this Agreement by a party heretoprior to the termination thereof.

Appears in 6 contracts

Samples: Asset Acquisition Agreement (Physicians Specialty Corp), Asset Acquisition Agreement (Physicians Specialty Corp), Asset Acquisition Agreement (Physicians Specialty Corp)

Effect of Termination. In Except as set forth in Section 10.8, in the event of the termination of this Agreement pursuant to Section 9.01this Article X, this Agreement shall forthwith become voidvoid and have no effect, and there neither party shall be no have any liability of any nature whatsoever under this Agreement on or in connection with the part transactions contemplated by this Agreement except that (i) the provisions of this Article X and Section 2.4 shall survive any such termination and (ii) such termination shall not relieve any party from liability arising from any willful breach of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach provision of this Agreement by a party heretoAgreement.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (HCSB Financial Corp), Agreement and Plan of Merger (United Community Banks Inc), Agreement and Plan of Merger (BNC Bancorp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party heretohereto except that the provisions of this Section 9.02, except as Section 9.03 and Article X shall survive any such termination; provided, however, that nothing herein shall relieve any party hereto from liability for any breach of any of its representations, warranties, covenants or agreements set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent Agreement prior to a willful material breach of this Agreement by a party heretosuch termination.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Pomeroy It Solutions Inc)

Effect of Termination. In (a) Except as provided below, in the event of the termination of this Separation Agreement pursuant to Section 9.019.2, this Separation Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party hereto, except as set forth in with respect to this Article IX and Section 9.026.7, Article Xwhich shall survive such termination; provided, and however, that nothing herein shall relieve any corresponding definitions set forth in Article I, party from liability for any willful or in the case of termination subsequent to a willful intentional material breach of this Agreement by a party heretoSeparation Agreement.

Appears in 4 contracts

Samples: Purchase and Separation Agreement (Supervalu Inc), Purchase and Separation Agreement (New Aloha CORP), Purchase and Separation Agreement (Albertsons Inc /De/)

Effect of Termination. In the event of the termination of this Agreement is terminated pursuant to Section 9.01Paragraph 12.1, "Termination Events," this Agreement shall forthwith become void, and and, there shall be no liability under this Agreement or continuing obligations on the part of any party heretothe parties hereunder, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.provided below:

Appears in 4 contracts

Samples: Asset Purchase and Sale Agreement (Interactive Flight Technologies Inc), Asset Purchase and Sale Agreement (Interactive Flight Technologies Inc), Asset Purchase and Sale Agreement (Network Connection Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful and material breach of this Agreement by a party hereto.

Appears in 4 contracts

Samples: Business Combination Agreement (Apexigen, Inc.), Project Barolo Merger (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.017.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.except:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Checkers Drive in Restaurants Inc /De), Agreement and Plan of Merger (Timco Aviation Services Inc), Agreement and Plan of Merger (Harber Lacy J)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.028.03 and (b) nothing herein shall relieve any party from liability for any willful breach of any of its representations, Article Xwarranties, and any corresponding definitions covenants or agreements set forth in Article Ithis Agreement prior to such termination; provided, or in however, that the case of Confidentiality Agreement shall survive any termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Stantec Inc), Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De), Stockholders Agreement (Zonagen Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.029.03 and (b) nothing herein shall relieve any party from liability for any intentional breach hereof prior to the date of such termination; provided, Article Xhowever, and that the Confidentiality Agreement shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Comstock Resources Inc), Agreement and Plan of Merger (Devx Energy Inc), Agreement and Plan of Merger (Blackbird Acquisition Inc)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to by either CIT or Newcourt as provided in Section 9.019.1, this Agreement shall forthwith become voidvoid and have no effect except (i) Sections 7.2(b), 9.2 and there 10.3 shall be no liability under this Agreement on the part of survive any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a and (ii) that notwithstanding anything to the contrary contained in this Agreement, no party heretoshall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Cit Group Inc), Agreement and Plan of Reorganization (Cit Group Inc), Agreement and Plan of Reorganization (Cit Group Inc)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of either party (or any of its Representatives or Affiliates) except (a) for the provisions of Section 6.12, this Section 10.2, and Article XI (except Section 11.6) and (b) that nothing herein shall relieve any party hereto, except as set forth in this Section 9.02, Article X, from liability for any willful and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement, subject to the limitations set forth in Sections 11.11 and 11.19.

Appears in 4 contracts

Samples: Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.)

Effect of Termination. In (a) If this Agreement is terminated in accordance with Section 10.01 hereof and the event transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect except that (i) the terms and provisions of this Section 10.02, Section 8.06 and Article XI hereof shall remain in full force and effect and (ii) any termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of not relieve any party hereto, except as set forth in this Section 9.02, Article X, and hereto from any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material liability for any breach of this Agreement by a party heretoits obligations hereunder.

Appears in 4 contracts

Samples: Investment Agreement (TPG Advisors Ii Inc), Investment Agreement (Magellan Health Services Inc), Investment Agreement (Magellan Health Services Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, written notice thereof shall be given to the other Parties and this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party heretoeither Party or their respective Affiliates, directors, officers or employees except as set forth in (a) Section 6.06, this Section 9.02, Article XIX, and Article X shall remain in full force and effect, and (b) that nothing herein shall relieve either Party from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material knowing and intentional breach of this Agreement by a party heretooccurring prior to such termination.

Appears in 4 contracts

Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.)

Effect of Termination. In Except for the provisions of Sections 8.2, 8.3, 8.6, and the provisions of Article X hereof, each of which shall survive any termination of this Agreement, in the event of the termination of this Agreement pursuant to Section 9.0110.1, this Agreement shall forthwith become void, void and there of no further force and effect and the Parties shall be no liability under this Agreement on the part of released from any party heretoand all obligations hereunder; provided, except as set forth in this Section 9.02however, Article X, and any corresponding definitions set forth in Article I, or in the case of that termination subsequent to a willful material breach of this Agreement by a party heretoshall not relieve any Party from liability for the breach of any of its obligations hereunder.

Appears in 4 contracts

Samples: Share Exchange Agreement (Consumer Direct of America), Share Acquisition Agreement (Sollensys Corp.), Share Exchange Agreement (Paragon Financial Corp)

Effect of Termination. (a) In the event of the termination or abandonment of this Agreement pursuant to Section 9.0112.1, this Agreement shall forthwith become voidvoid and have no effect, and there shall be no without any liability under this Agreement on the part of any party heretohereto or its affiliates, except as set forth directors, or officers thereof other than pursuant to the provisions of this Section 12.2; provided, that nothing contained in this Section 9.02, Article X, and 12.2 shall relieve any corresponding definitions set forth in Article I, party from liability for any fraud or in the case of termination subsequent to a willful material intentional breach of any representation, warranty, covenant or other agreement contained in this Agreement by a party heretooccurring prior to termination.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Astris Energi Inc), Asset Purchase Agreement (ACME Global Inc.), Asset Purchase Agreement (Astris Energi Inc)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 9.0110.1(a), this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party heretohereto or any of its affiliates, except as set forth in this Section 9.02directors, Article X, and any corresponding definitions set forth in Article Iofficers, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoshareholders.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Hunt Corp), Asset Purchase Agreement (Hunt Corp), Asset Purchase Agreement (Hunt Corp)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant in accordance with Section 9.1 hereof, subject to Section 9.019.2(b), this Agreement shall forthwith thereafter become voidvoid and have no effect, and there no party hereto shall be no have any liability under this Agreement on to the part of any other party heretohereto or their respective Affiliates, directors, officers or employees, except as set forth for the obligations of the parties hereto contained in this Section 9.029.2 and in Sections 10.1, Article X10.6, 10.7 and 10.9 hereof, and except that nothing herein will relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to party from liability for a willful material breach of any provision of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Guy Salmon Usa LTD), Agreement and Plan of Reorganization (Republic Industries Inc), Agreement and Plan of Reorganization (Republic Industries Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.02, Article X, 9.03 and (b) nothing herein shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful party from liability for any intentional and material breach hereof prior to the date of such termination; provided, however, that Section 2.02(c)(ii) and Article X of this Agreement by a party heretoand the Confidentiality Agreement shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Genesis Microchip Inc /De), Agreement and Plan of Merger (Stmicroelectronics Nv), Agreement and Plan of Merger (Genesis Microchip Inc /De)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any either party hereto, hereto except (a) as set forth in this Section 9.02, 5.03(b) and Article X, X and (b) that nothing herein shall relieve either party from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (NewPage CORP), Asset Purchase Agreement (NewPage Holding CORP), Asset Purchase Agreement (Glatfelter P H Co)

Effect of Termination. In (a) Except as otherwise set forth in this Section 9.02, in the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach Willful Breach of this Agreement by a such party heretoprior to such termination subject to Section 6.03.

Appears in 3 contracts

Samples: Business Combination Agreement (South Mountain Merger Corp.), Business Combination Agreement (Growth Capital Acquisition Corp.), Business Combination Agreement (BTRS Holdings Inc.)

Effect of Termination. In the event of the termination that any part of this Agreement shall terminate pursuant to Section 9.01this Article V, such part of this Agreement shall forthwith become void, thereafter be void and there the parties hereto shall be have no liability under this Agreement on the part of any party heretofurther rights or obligations with respect thereto, except as set forth in this Section 9.02, Article X, and a result of any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material prior breach of this Agreement by a party heretothereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Epitope Inc/Or/), Shareholder Agreement (Cerner Corp /Mo/), Shareholder Agreement (Citation Computer Systems Inc)

Effect of Termination. In Except as provided in Article 10. and for the provisions of Section 7.2, in the event of the termination of this Agreement pursuant to Section 9.0112.1, this Agreement shall forthwith become void; provided, and there however, that nothing herein shall be no relieve any party from liability under this Agreement on for the part breach of any party heretoof its representations, except as warranties, covenants or agreements set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Exchange Agreement and Plan of Reorganization (Make Your Move Inc), Exchange Agreement and Plan of Reorganization (Make Your Move Inc), Exchange Agreement and Plan of Reorganization (Make Your Move Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 9.0111.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement Liability on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party either Party hereto.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party heretohereto or, to the extent applicable, their respective officers, directors, stockholders, members or Affiliates, except as the terms set forth in this Section 9.02, Article X, Section 6.2 and Article XIII shall survive any corresponding definitions set forth in Article I, or in the case of such termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 3 contracts

Samples: Share Purchase Agreement (Colony Financial, Inc.), Asset Purchase Agreement (Colony Financial, Inc.), Asset Purchase Agreement (Colony Financial, Inc.)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01in accordance with this Article, this Agreement shall forthwith become void, void and there of no further force or effect and no Party shall be no liability have any further right or obligation under this Agreement on the part of any party heretoAgreement, except as set forth in this Section 9.02, Article X, and (a) that nothing herein shall relieve a Party from any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach liability for any Willful Breach of this Agreement by a party heretooccurring prior to the date of termination of this Agreement and (b) the provisions of Section 6.2(c), this Section 7.5 and Article 9, which shall continue in full force and effect.

Appears in 3 contracts

Samples: Contribution Agreement (Blueknight Energy Partners, L.P.), Asset Purchase Agreement (Blueknight Energy Partners, L.P.), Contribution Agreement

Effect of Termination. In the event of the termination of certain provisions of this Agreement pursuant to as provided in Section 9.0110.1, such provisions of this Agreement shall forthwith become void, void and there shall be no liability under this Agreement Liability on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach Party with respect thereto. The remaining provisions of this Agreement by a party heretoshall remain in full force and effect.

Appears in 3 contracts

Samples: Share and Asset Purchase Agreement (Alibaba Group Holding LTD), Share and Asset Purchase Agreement (Alibaba Group Holding LTD), Share and Asset Purchase Agreement (Yahoo Inc)

Effect of Termination. In Subject to Section 9.03 and except as set forth in Article X, in the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful and intentional material breach of this Agreement by a party hereto, as determined by a final non-appealable decision by a court of competent jurisdiction.

Appears in 3 contracts

Samples: Business Combination Agreement (Beard Energy Transition Acquisition Corp.), Limited Liability Company Agreement (Spartan Acquisition Corp. II), Business Combination Agreement (Beard Energy Transition Acquisition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.0111.1, this Agreement shall forthwith become voidcease to be of any further force and effect (except for Section 6.3, this Article XI and Article XII, which shall survive such termination), and there shall be no liability under this Agreement or obligation on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoParty.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Durango Corp), Asset Purchase Agreement (Durango Corp), Asset Purchase Agreement (Impreso Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.029.03 and (b) nothing herein shall relieve any party from liability or damages for any willful or intentional breach of any of its representations, Article Xwarranties, and any corresponding definitions covenants or agreements set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoprior to such termination.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (WebMD Health Corp.), Agreement and Plan of Merger (HLTH Corp), Agreement and Plan of Merger (WebMD Health Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01in accordance with this Article IX, this Agreement shall forthwith become void, void and have no further force or effect and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 3 contracts

Samples: Stock Purchase Agreement (POSITIVEID Corp), Stock Purchase Agreement (POSITIVEID Corp), Stock Purchase Agreement (Sanomedics, Inc.)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement Liability on the part of any party heretoParty, except as set forth in that (a) the provisions of this Section 9.02, 8.02 and Article XX shall survive the termination of this Agreement, and (b) nothing herein shall relieve a Party from Liability for any corresponding definitions set forth in Article I, or in the case intentional breach of termination subsequent to a willful material breach any provision of this Agreement by a party heretooccurring prior to the time of such termination.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.3 hereof, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party parties hereto, except as set forth provided in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.10.4:

Appears in 3 contracts

Samples: Exchange and Contribution Agreement (Asr Investments Corp), Exchange and Contribution Agreement (Asr Investments Corp), Exchange and Contribution Agreement (Asr Investments Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01this Article IX, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.029.2, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 3 contracts

Samples: Business Combination Agreement (Nabors Energy Transition Corp.), Business Combination Agreement (Vast Solar Pty LTD), Business Combination Agreement (Nabors Energy Transition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01this Article 10, this Agreement shall forthwith become voidvoid and have no effect, and there shall be no without any liability under this Agreement to any Person in respect thereof or of the transactions contemplated hereby on the part of any party hereto, Party except as set forth otherwise provided in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto11.2 hereof.

Appears in 3 contracts

Samples: Acquisition Agreement (Rstar Corp), Acquisition Agreement (Gilat Satellite Networks LTD), Acquisition Agreement (Gilat Satellite Networks LTD)

Effect of Termination. In the event of the a termination of this Agreement pursuant to Section 9.013.3 hereof, this Agreement Agreement, other than Section 10.2, shall forthwith become voidvoid and of no further force and effect, and there each party shall pay the costs and expenses incurred by it in connection with this Agreement, and no party (or any of its agents, counsel, representatives, Affiliates or assigns) shall be no liability under this Agreement on liable to any other party for any Loss hereunder. It is agreed that time is of the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or essence in the case of termination subsequent to a willful material breach performance and satisfaction of this Agreement by a party heretoand each of the conditions specified in Articles 7 and 8 of this Agreement are material for purposes of this Agreement.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Global Technologies LTD), Membership Interest Purchase Agreement (Global Technologies LTD), Interest Purchase Agreement (Focus Venture Partners, Inc)

Effect of Termination. In Except as provided in Article 11, in the event of the termination of this Agreement pursuant to Section 9.0113.1, this Agreement shall forthwith become void; provided, and there however, that nothing herein shall be no relieve any party from liability under this Agreement on for the part willful breach of any party heretoof its representations, except as warranties, covenants or agreements set forth in this Section 9.02, Article X, Agreement and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement all funds deposited by a party heretoPurchaser shall be immediately refunded.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Fun City Popcorn Inc), Asset Purchase Agreement (Fun City Popcorn Inc), Asset Purchase Agreement (Fun City Popcorn Inc)

Effect of Termination. In the event of the a termination of this Agreement pursuant to by either Sub or the Members as provided in Section 9.017.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party hereto, except as (a) with respect to Sections 5.09, 5.11, 5.12 and 5.13 and (b) to the extent that such termination results from the willful breach by a party hereto of any of its representations, warranties, covenants or agreements set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Am Communications Inc), Agreement and Plan of Merger (Am Communications Inc)

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 9.01this Article X, this Agreement shall forthwith become void, void and there shall be of no effect with no liability under this Agreement on the part of any party hereto, except as (a) to the extent such termination results from the breach by a party hereto of any of its representations, warranties, covenants or agreements set forth in this Section 9.02, Article XAgreement, and any corresponding definitions set forth (b) that the covenants and agreements contained in Article Ithat certain Confidentiality Agreement between the parties dated April 13, or in the case of 1999, shall survive termination subsequent to a willful material breach of this Agreement by a party heretohereof.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Boca Research Inc), Common Stock Purchase Agreement (Infomatec Ag International Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.0110.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (i) as set forth in this Section 9.02, Article XXI, and any corresponding definitions set forth in Article I, or (ii) in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 2 contracts

Samples: Merger Agreement and Plan of Reorganization (Hennessy Capital Investment Corp. V), Merger Agreement and Plan of Reorganization (Hennessy Capital Investment Corp. V)

Effect of Termination. In the event of Upon the termination of this Agreement pursuant to Section 9.01the terms hereof, this Agreement shall forthwith become void, will be void and there shall be no neither party will have any further liability under this Agreement on the part of any party heretoobligations with respect hereof, except as set forth otherwise provided in this Agreement, including Section 9.02, Article X, and any corresponding definitions set forth in Article I10.13, or in except and to the case of extent termination subsequent to a willful material results from the intentional breach of this Agreement by a party heretoof any of its representations, warranties or covenants hereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Tontine Capital Partners L P), Securities Purchase Agreement (Patrick Industries Inc)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 9.0112.1, this Agreement (other than with respect to the last sentence of Section 8.2, Section 9.2, this Section 12.2 and Article XV, which shall forthwith continue in effect) shall thereafter become voidvoid and have no effect, and there shall be no without any liability under this Agreement on the part of any party heretoor its Affiliates or Representatives in respect thereof, except as set forth in this Section 9.02, Article X, and that nothing herein will relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material party from liability for any breach of this Agreement by a party heretoor any other Transaction Document.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alanco Technologies Inc), Asset Purchase Agreement (Alanco Technologies Inc)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to by any party hereto as provided in Section 9.019.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party hereto, WRI or ONEOK except as set forth in (i) with respect to this Section 9.029.2, the second and third sentences of Section 6.4, Section 9.3 and Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by (ii) a party heretoshall be liable to the extent that such termination results from the willful breach by such party hereto of any of its representations or warranties or of any of its covenants or agreements contained in this Agreement.

Appears in 2 contracts

Samples: Agreement (Western Resources Inc /Ks), Merger Agreement (Oneok Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any either party hereto, hereto except (a) as set forth in this Section 9.02, Article X, X and (b) that nothing herein shall relieve either party from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretooccurring prior to such termination.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Medbox, Inc.), Membership Interest Purchase Agreement (Medbox, Inc.)

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to by either Parent or the Company as provided in Section 9.019.1, this Agreement shall forthwith become voidvoid and have no effect except (i) Sections 7.2(b), 9.2 and there 10.3 shall be no liability under this Agreement on the part of survive any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a and (ii) that, notwithstanding anything to the contrary contained in this Agreement, no party heretoshall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gulf West Banks Inc), Agreement and Plan of Merger (South Financial Group Inc)

Effect of Termination. In the event of the termination of that this Agreement is terminated pursuant to Section 9.0111.2 hereof, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (i) as set forth in this Section 9.02, Article X, this Section 11.2, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoXII.

Appears in 2 contracts

Samples: Merger Agreement (WiMi Hologram Cloud Inc.), Merger Agreement (Venus Acquisition Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.0111.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement hereunder on the part of any party hereto, except (a) as set forth in this Section 9.0211.03 and (b) nothing herein shall relieve any party from liability for any breach hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement and the terms of Section 9.01(b) and Article X, and XII shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Transaction Agreement (Rubicon Medical Corp), Transaction Agreement (Rubicon Medical Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.0110.1, this Agreement shall will forthwith become voidvoid and of no further force and effect and the parties will be released from any and all obligations hereunder; provided, and there shall be no however, that nothing herein will relieve any party from liability under this Agreement on for the part willful breach of any party heretoof its representations, except as warranties, covenants or agreements set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (CMG Holdings, Inc.), Stock Purchase Agreement (CMG Holdings Group, Inc.)

Effect of Termination. In the event of the valid termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party heretoParty, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful and material breach of this Agreement by a party heretoParty or in the case of fraud.

Appears in 2 contracts

Samples: Business Combination Agreement (European Sustainable Growth Acquisition Corp.), Business Combination Agreement (IG Acquisition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.01, all obligations and agreements of the parties set forth in this Agreement shall forthwith become voidvoid except for the obligations set forth in: (i) Section 6.02 (Publicity) and (ii) Article IX (Indemnification), and there shall be no liability under this Agreement or obligation on the part of any party hereto, the parties hereto except as set forth otherwise provided in this Section 9.02Agreement. Notwithstanding the foregoing, Article X, and the termination of this Agreement shall not relieve either party of any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material liability for breach of this Agreement by a party heretoprior to the date of termination.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Newkirk Realty Trust, Inc.), Securities Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)

Effect of Termination. In Except as set forth in this Section 10.8, in the event of the termination of this Agreement pursuant to Section 9.01this Article X, this Agreement shall forthwith become voidvoid and have no effect, and there neither party shall be no have any liability of any nature whatsoever under this Agreement on or in connection with the part transactions contemplated by this Agreement except that (i) the provisions of this Article X and Section 2.4 shall survive any such termination and (ii) such termination shall not relieve any party from liability arising from any willful breach of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach provision of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United Community Banks Inc), Agreement and Plan of Merger (Tidelands Bancshares Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Section 9.03, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 2 contracts

Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement or obligation on the part of any party hereto, except (i) with respect to Article VIII and Article IX, which shall survive any such termination and remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the material breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Section 9.02, Article X, and Agreement or any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAncillary Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Pathmark Stores Inc), Securities Purchase Agreement (Isecuretrac Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, 9.02 and Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretohereto or in the case of fraud.

Appears in 2 contracts

Samples: Business Combination Agreement (Kensington Capital Acquisition Corp. V), Business Combination Agreement (Arrival)

Effect of Termination. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 9.01this Article IX, this Agreement shall forthwith become voidvoid and have no effect, and there shall be no without any liability under this Agreement on the part of any party heretohereto or its Affiliates, except as set forth in directors, officers or stockholders, other than the provisions of this Section 9.02, 9.5 and the provisions of Article X, Section 7.5(e) and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoSection 7.14.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cpi International, Inc.), Agreement and Plan of Merger (Cpi International, Inc.)

Effect of Termination. In the event of the termination of this --------------------- Agreement pursuant to Section 9.019.1, the provisions of this Agreement shall forthwith become voidvoid and have no effect, and there shall be with no liability under this Agreement on the part of any party heretoor its shareholders or directors or officers in respect thereof, except unless such termination shall have occurred as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in a result of the case of termination subsequent to a willful material wilful breach of this Agreement by a any party hereto.

Appears in 2 contracts

Samples: Exchange Agreement (Craig Corp), Exchange Agreement (Citadel Holding Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to by any party hereto as provided in Section 9.0111.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party hereto, except as set forth hereto with respect to the transactions contemplated in this Section 9.02Agreement or any Ancillary Documents except (i) under the Confidentiality Agreement, Article X, (ii) ARTICLE XV and any corresponding definitions set forth in Article I, or in (iii) to the case of extent that such termination subsequent to a results from the willful material breach of this Agreement by a party heretohereto of any of its representations and warranties or of any of its covenants or agreements contained in this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Atlas Pipeline Partners Lp), Purchase and Sale Agreement

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Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement or obligation on the part of any party hereto, except (i) with respect to Article VI and Article IX, which shall survive any such termination and remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the material breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, Agreement or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoRegistration Rights Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party hereto, hereto except (a) as set forth in this Section 9.02Sections 10.01 and 10.03, Article X, and (b) that nothing shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material party hereto from liability for any breach of this Agreement by a party heretoand (c) the provisions of Article VIII shall indefinitely survive any termination of this Agreement. For the avoidance of doubt, the proxy granted pursuant to Section 7.02 shall expire upon any termination of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Riviera Holdings Corp), Stock Purchase Agreement (Westerman William L)

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 9.0111.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement Liability on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoeither Party.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (KLX Inc.), Separation and Distribution Agreement (KLX Inc.)

Effect of Termination. In the event of Except as otherwise specified in this Agreement, including but not limited to in Article XII, upon the termination of this Agreement pursuant to Section 9.0113.1, this Agreement shall forthwith become null and void, and there except that nothing herein shall be no liability under this Agreement on the part of relieve any party hereto, except as set forth in this Section 9.02, Article X, and from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoprior to such termination.

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement (Centene Corp), Asset Sale and Purchase Agreement (Centene Corp)

Effect of Termination. In the event of the --------------------- termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.029.03 and (b) nothing herein shall relieve any party from liability for any intentional breach hereof prior to the date of such termination; provided, Article Xhowever, and that the Confidentiality Agreement shall survive any corresponding definitions set forth in Article I, or in the case of -------- ------- termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Siemens Aktiengesellschaft/Adr), Agreement and Plan of Merger (Siemens Aktiengesellschaft/Adr)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.0110.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article XXI, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 2 contracts

Samples: Business Combination Agreement (Kensington Capital Acquisition Corp. II), Business Combination Agreement (Wallbox N.V.)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01in accordance with this Article IX, this Agreement shall forthwith become void, be null and there shall be void and of no liability under this Agreement on the part of any party heretofurther force and effect, except as set forth in this Section 9.029.02 and Article XI (other than Section 11.13), Article Xall of which shall survive any such termination, and there shall be no liability or obligation on the part of any corresponding definitions party, except (a) as set forth in Article ISection 9.03 or (b) subject to Section 9.03, with respect to any Losses incurred or in the case of termination subsequent to a willful material breach of this Agreement suffered by a party heretothat were the result of fraud or breach under this Agreement prior to termination.

Appears in 2 contracts

Samples: Asset Purchase Agreement (TNS Inc), Asset Purchase Agreement (Verisign Inc/Ca)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.019.2, this Agreement shall forthwith become void, void and there shall be have no effect without any liability under this Agreement on the part of any party heretoParty, except as other than the provisions set forth in this Section 9.02, (a) Article VII and Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.;

Appears in 2 contracts

Samples: Preferred Partnership Agreement (Hartford Life Insurance Co), Preferred Partnership Agreement (Hartford Financial Services Group Inc/De)

Effect of Termination. In the event of the termination of this --------------------- Agreement pursuant to by either the Seller or the Purchaser as provided in Section 9.017.1, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party heretoParty to any other Party under this Agreement, except as set forth that the provisions of Section 9.7 and Article X shall continue in this Section 9.02, Article X, full force and effect and except that nothing herein shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material Party from liability for any breach of this Agreement by a party heretoprior to such termination.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Albany Ladder Co Inc), Asset Purchase Agreement (Albany Ladder Co Inc)

Effect of Termination. In the event of the termination Except as otherwise provided in Section 9.01 of this Agreement, if this Agreement is terminated pursuant to Section 9.017.01 hereof, this Agreement shall forthwith become voidvoid (other than Section 5.02 and Section 9.01 hereof, which shall remain in full force and effect), and there shall be no further liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in of the case of termination subsequent parties to a willful material breach of this Agreement by a party heretothe other.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Guaranty Bancshares, Inc.), Agreement and Plan of Merger (Northwest Bancorp Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01in accordance with this Article IX, (i) this Agreement and each other Transaction Document shall forthwith become voidvoid except that this Article IX, Section 2.05(b), Section 6.05 and Article X shall continue to be in effect following such termination, and (ii) there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.hereto except:

Appears in 2 contracts

Samples: Master Transaction Agreement (Changyou.com LTD), Master Transaction Agreement (Sohu Com Inc)

Effect of Termination. In If this Agreement is terminated pursuant to the event of the termination provisions set forth in Article “13” of this Agreement pursuant to Section 9.01Agreement, this Agreement shall forthwith become voidnull and void and shall have no further effect, and there no Party shall be no have any liability under with respect to this Agreement on Agreement, including but not limited to the part of any party hereto, except as provisions set forth in this Section 9.02, Paragraph “A” of Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach “18” of this Agreement by a party heretoand Paragraph “B” of Article “18” of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (China PharmaHub Corp.), Merger Agreement (World Wide Relics Inc.)

Effect of Termination. In If this Agreement is terminated in accordance with Section 9.01 and the event transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect except that (i) the terms and provisions of this Section 9.02, Section 7.04 and Article X shall remain in full force and effect and (ii) any termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of not relieve any party hereto, except as set forth in this Section 9.02, Article X, and hereto from any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material liability for any breach of this Agreement by a party heretoits obligations hereunder.

Appears in 2 contracts

Samples: Restructuring Agreement (Memc Electronic Materials Inc), Restructuring Agreement (Memc Electronic Materials Inc)

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 9.01, this Agreement shall forthwith become void, void and there shall be of no effect with no liability under this Agreement on the part of any party hereto, except as set forth that (a) the agreements contained in this Section 9.02, Article Xin Section 10.04, and any corresponding definitions set forth in Article I, or in the case Option Agreement and in the Confidentiality Agreement shall survive the termination hereof and (b) no such termination shall relieve any party of termination subsequent to a any liability or damages resulting from any willful material breach by that party of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mobil Corp), Agreement and Plan of Merger (Exxon Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.0110.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement or obligation on the part of any party hereto, except (i) with respect to Article X and Article XI, which shall survive any such termination and remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the material breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Section 9.02, Article X, and Agreement or any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAncillary Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A)

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 9.019.1 hereof, this Agreement shall forthwith thereafter become voidnull and void and have no effect, and there shall be no without any liability under this Agreement on the part of any party heretoor its directors, except as set forth officers or shareholders, other than the provisions of this Section 9.2, Section 6.4, Article X and Article XII; provided, however, that nothing contained in this Section 9.02, Article X, and 9.2 shall relieve any corresponding definitions set forth in Article I, party from liability for any breach or in the case of termination subsequent to a willful material breach violation of this Agreement by a party heretoAgreement, subject to Article X hereof.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Us Concrete Inc), Stock Purchase Agreement (Us Concrete Inc)

Effect of Termination. In the event of the Upon any termination of this Agreement pursuant to Section 9.018.1, this Agreement shall forthwith become void, wholly void and there of no effect with respect to the applicable Parties and such Parties shall be no released from all future obligations hereunder, provided that (i) nothing herein shall relieve any such Party from liability under this Agreement on the part of for any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretooccurring prior to such termination, and (ii) the provisions of Article I, Article VII, this Article VIII and Article IX shall remain in full force and effect pursuant to their terms and survive any termination of this Agreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (TH International LTD), Share Purchase Agreement (TH International LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 2 contracts

Samples: Registration Rights Agreement (DFB Healthcare Acquisitions Corp.), Transaction and Combination Agreement (Foresight Acquisition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party heretohereto except that (a) Section 5.03, except as set forth in this Section 9.02, 10.02 and Article X, XI shall survive any termination and (b) nothing herein shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material party from liability for any breach of this Agreement by a party heretooccurring prior to such termination.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dow Chemical Co /De/), Stock Purchase Agreement (Rohm & Haas Co)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any party heretohereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 9.02, Article XSections 9.03 and 10.01 hereof, and (ii) nothing herein shall relieve any corresponding definitions party from liability for any willful breach of its representations, warranties, covenants or agreements set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pinnacor Inc), Agreement and Plan of Merger (Marketwatch Com Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.01, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement on the part of any either party hereto, hereto except (a) as set forth in this Article X (other than Section 9.02, Article X, 10.03) and (b) that nothing herein shall relieve either party from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Taro Pharmaceutical Industries LTD), Agreement and Plan of Merger (Sun Pharmaceutical Industries LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.019.1, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, 9.3 and Article X; provided, and however, that the Confidentiality Agreement shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digital Island Inc), Agreement and Plan of Merger (Cable & Wireless PLC)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01this Article VII, the transactions contemplated hereby shall be deemed abandoned and this Agreement shall forthwith become void, and there except that the provisions of Section 8.11 shall be no liability under survive any termination of this Agreement; provided, however, that nothing in this Agreement on the part of shall relieve any party hereto, except as set forth in this Section 9.02, Article X, and from liability for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (Global Employment Holdings, Inc.), Share Purchase Agreement (Global Employment Holdings, Inc.)

Effect of Termination. In the event of the termination of this Agreement pursuant by a party to this Agreement as provided in Section 9.019.01 hereof, this Agreement shall shall, except as provided in this Agreement, forthwith become void, void and there shall not be no any liability under or obligation with respect to the terminated provisions of this Agreement on the part of any party heretothe parties hereto or their respective officers or directors, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in to the case of extent such termination subsequent to a results from the willful material breach of this Agreement by a party heretoof any of its representations, warranties or agreements hereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Healthextras Inc), Securities Purchase Agreement (Healthextras Inc)

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 9.01, this Agreement shall forthwith become void, void and there shall be of no effect with no liability under this Agreement on the part of any party hereto, except as set forth that (a) the agreements contained in this Section 9.02, in Article X, and any corresponding definitions set forth in Article I, or in the case last sentence of Section 7.03, and in the Confidentiality Agreement shall survive the termination subsequent to a of this Agreement and (b) no such termination shall relieve any party of any liability or damages resulting from any willful material breach by that party of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alcatel), Agreement and Plan of Merger (Lucent Technologies Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto; provided, except as set forth in this however, that the terms of Section 9.025.03, Article X, 8 and Article 9 shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (Tencent Holdings LTD), Share Purchase Agreement (Sohu.com LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to by any party as provided in Section 9.0110.1, this Agreement shall forthwith become voidvoid (other than Section 8.6, this Section 10.2, Section 11.1 and Section 11.7 hereof, which shall remain in full force and effect) and, there shall be no further liability under this Agreement on the part of any party hereto, or its officers or directors except as set forth in this for the liability of the WM Entities under Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto8.6.

Appears in 2 contracts

Samples: Agreement for Merger (Washington Mutual Inc), Agreement for Merger (Crandall J Taylor)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.0110.1, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party Party hereto, except (a) as set forth in this Section 9.0211.2 and (b) nothing herein shall relieve any Party from liability for any willful breach of any of its representations, Article Xwarranties, and any corresponding definitions covenants or agreements set forth in Article Ithis Agreement prior to such termination; provided, or in however, that the case terms of Section 8.7(b) shall survive any termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ndchealth Corp), Agreement and Plan of Merger (Per Se Technologies Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.0110.1, this Agreement shall forthwith become void, void as to the purchase specified and there shall be no liability under this Agreement or obligation on the part of any party hereto, the parties except (i) as set forth in this Section 9.02, Article X12.3, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by (ii) that a party heretoshall be liable for willful defaults of its obligations hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Acx Technologies Inc), Stock Purchase Agreement (Acx Technologies Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except (a) as set forth in this Section 9.02, 9.03 and Article X, X hereof and (b) nothing herein shall relieve any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material party from liability for any breach of a covenant hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Cardiac Pathways Corp)

Effect of Termination. In the event of the termination of If this Agreement pursuant to Section 9.01is terminated as provided in this Article VII, this Agreement shall forthwith become voidwholly void and of no effect, and there shall be no without liability under this Agreement on of either party to the part other, except for the liability of any party heretothen in breach and Sections 9.01 and 9.12, except as set forth which will continue in this Section 9.02, Article X, force and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoeffect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Nematron Corp), Stock Purchase Agreement (Nematron Corp)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in this Section 9.019, this Agreement shall forthwith become void, void and there shall be no liability under this Agreement or obligation on the part of any party heretoparty; provided, except as set forth in this Section 9.02however, Article X, and that each Party hereto shall remain liable for any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach breaches of this Agreement by a party heretoprior to its termination; and provided, further, however, that, the provisions of Sections 7.7 and 7.8 and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Modern Medical Modalities Corp), Asset Purchase Agreement (Modern Medical Modalities Corp)

Effect of Termination. In the event of the termination of If this Agreement pursuant to Section 9.01is terminated and the Merger and the other transactions contemplated hereby are abandoned as described in this Article 9, this Agreement shall forthwith become void, void and there shall be of no liability under this Agreement on the part of any party heretofurther force or effect, except as set forth for the provisions of Sections 6.2, 6.4 and this Section 9.2; provided that nothing in this Section 9.02, Article X, 9.2 shall be deemed to release any Party from any liability for any breach by such Party of the terms and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach provisions of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Audiocodes LTD), Agreement and Plan of Merger (Audiocodes LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto (or any Representatives of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach ) other than for breaches of this Agreement by a party heretoprior to the date of such termination; provided, however, that the terms of Section 7.06, this Article IX and Article X shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (Baidu, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become null and void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 2 contracts

Samples: Business Combination Agreement (Berenson Acquisition Corp. I), Business Combination Agreement (Perception Capital Corp. III)

Effect of Termination. In the event of the termination of (a) If this Agreement is terminated by IP or UWWH pursuant to Section 9.0110.1 hereof, then this Agreement shall forthwith become void, void and there shall be have no liability under this Agreement effect with no Liability on the part of any party heretothe Parties, except as to the extent that such termination results from the intentional breach by a Party of any of its covenants or agreements set forth in this Agreement; provided, however, that the provisions of the Confidentiality Agreement, this Section 9.0210.2, Article X, Section 10.3 and ARTICLE XI shall remain in full force and effect and shall survive any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party heretoAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xpedx Holding Co), Agreement and Plan of Merger (Xpedx Holding Co)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.018.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.except:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Naturex S.A.), Agreement and Plan of Merger (Pure World Inc)

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, except as set forth in this Section 9.02, Section 9.03, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.

Appears in 2 contracts

Samples: Business Combination Agreement (Kensington Capital Acquisition Corp.), Business Combination Agreement (VectoIQ Acquisition Corp.)

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 9.017.2, this Agreement shall forthwith become voidvoid and have no further effect, and there shall be no liability under this Agreement or further obligation on the part of any party heretoMPX or iAnthus hereunder, except as set forth in this Section 9.02, Article X, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a willful material breach of this Agreement by a party hereto.that:

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement

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