Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jevic Transportation Inc), Agreement and Plan of Merger (Jevic Transportation Inc), Agreement and Plan of Merger (JPF Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.0111.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than except for the provisions obligations of the parties hereto as provided in Article 6, Sections 10.2 and 10.7 and this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement11.2.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Celestica Inc), Agreement for the Purchase and Sale (Tyco International LTD /Ber/), Asset Purchase Agreement (Tollgrade Communications Inc \Pa\)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.086.02, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Exide Electronics Group Inc), Agreement and Plan of Merger (BTR Acquisition Corp), Agreement and Plan of Merger (Great Universal Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.085.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 8.02 7.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Big Flower Holdings Inc/), First Amended and Restated Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of any party or its directorshereto, officers or stockholdersexcept with respect to Section 3.17, other than the provisions of Section 4.10, Section 6.4, Section 6.8, this Section 8.028.2, Section 8.03 8.3 and the last sentence of Section 6.08ARTICLE 9, which shall survive any such termination. Nothing contained in this Section 8.02 ; provided, however, that nothing herein shall relieve or release any party from liability for any liabilities or damages arising out of fraud or its material and intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (National Holdings Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.086.3 and the provisions of this Section 8.2 and Section 8.3 and the applicable provisions of Article Nine, which shall survive any such termination. Nothing contained in this Section 8.02 8.2 shall relieve any party from liability for any willful breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Sybron Dental Specialties Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either the Company or EVI as provided in Section 8.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party EVI or its directors, officers or stockholdersthe Company, other than (i) the confidentiality provisions of Section 5.4 and the provisions of this Section 8.02Sections 5.8, Section 8.03 8.2, 8.3 and the last sentence of Section 6.08, which Article IX and (ii) such termination shall survive any such termination. Nothing contained in this Section 8.02 shall not relieve any party from liability hereto for any intentional breach prior to such termination by a party hereto of any of its representations or warranties or any of its covenants or agreements set forth in this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Weatherford Enterra Inc), Agreement and Plan of Merger (Evi Inc), Agreement and Plan of Merger (Evi Inc)
Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.017.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or party, its directors, officers or stockholders, other than the provisions of this Section 8.027.2, Section 8.03 4.3 relating to expenses and Section 4.7 relating to publicity and confidentiality to the last sentence of Section 6.08, which shall survive any such terminationextent provided therein. Nothing contained in this Section 8.02 7.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementoccurring before such termination.
Appears in 3 contracts
Samples: Share Purchase Agreement (Thermo Optek Corp), Share Purchase Agreement (Thermo Bioanalysis Corp /De), Asset and Share Purchase Agreement (Thermoquest Corp \De\)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1 above, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 8.028.2 and Sections 6.2, Section 8.03 6.5, 8.3, 10.7, and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement10.10.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Formula Footwear Inc), Agreement and Plan of Reorganization (Brenex Oil Corp), Agreement and Plan of Reorganization (Crdentia Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders, other than the provisions of this Section 8.02, Section 8.03 and the last penultimate sentence of Section 6.086.3 and the provisions of this Section 8.2 and Section 8.3 and the applicable provisions of Article Nine, which shall survive any such termination. Nothing contained in this Section 8.02 8.2 shall relieve any party from liability for fraud or any willful breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Tektronix Inc), Agreement and Plan of Merger (Raven Acquisition Corp.)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement Agreement, except for the provisions of Articles 7, 8, and 9 shall forthwith become void and have be of no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 8.2 shall relieve any party from to this Agreement of liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AVANYX Therapeutics, Inc.), Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (Boston Therapeutics, Inc.)
Effect of Termination. In Except as otherwise set forth in this Section 11.2 and except for the second sentence of Section 14.12, in the event of the termination of this Agreement pursuant to Section 8.0111.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party Party or its Affiliates, officers, directors, officers members or stockholders, other than the provisions liability of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability a Party for any breach Willful Breach of this Agreement or the Confidentiality Agreementby such Party occurring prior to such termination.
Appears in 3 contracts
Samples: Asset Purchase Agreement (DISH Network CORP), Asset Purchase Agreement (SPRINT Corp), Asset Purchase Agreement (T-Mobile US, Inc.)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.01, this Agreement Agreement, except for the obligations of the parties pursuant to this Section 8.02 and the provisions of Section 6.06, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained shareholders; provided that nothing in this Section 8.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Share Exchange Agreement (Saratoga International Holdings Corp), Share Exchange Agreement (Magellan Filmed Entertainment Inc), Share Exchange Agreement (Saratoga International Holdings Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to under Section 8.017.1, this Agreement shall forthwith thereafter become void and have no effect, without effect and no party hereto shall have any liability on the part of to any other party hereto or its directors, officers or stockholders, other than members, directors or officers in respect thereof; provided that the provisions of Article VIII, Sections 4.7, 5.10, 5.11, 7.3 and this Section 8.02, Section 8.03 7.2 shall remain in full force and the last sentence of Section 6.08, which shall effect and survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach termination of this Agreement or until the Confidentiality Agreementexpiration of such provisions in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (G & L Tender LLC), Agreement and Plan (Gottlieb Daniel M), Agreement and Plan (G&l Realty Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.1, this Agreement shall forthwith become void terminate (except for the Confidentiality Agreement and have no effectthe provisions of Section 7.3, and Sections 8.2 through 8.15), without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this stockholders except as set forth in Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement7.3.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rent Way Inc), Agreement and Plan of Merger (Ace Cash Express Inc/Tx), Agreement and Plan of Merger (Rent a Center Inc De)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.019.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 8.029.2 and Sections 5.19, Section 8.03 6.7, 7.5 and the last sentence of Section 6.08, which shall survive any such termination. 9.5 and Article X. Nothing contained in this Section 8.02 9.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tracor Inc /De), Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Tracor Inc /De)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1 (the date of such termination or abandonment is referred to in this Agreement as the “Termination Date”), this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party Party or its Affiliates, directors, officers officers, managers, members or stockholders, stockholders other than the provisions of this Section 8.02, Section 8.03 8 and the last sentence of Section 6.08, which shall survive any such terminationArticle 10 hereof. Nothing contained in this Section 8.02 8.2 shall relieve any party Party from liability for any breach of this Agreement or the Confidentiality Agreementprior to such termination.
Appears in 3 contracts
Samples: Contribution Agreement (Mammoth Energy Services, Inc.), Contribution Agreement (Mammoth Energy Services, Inc.), Contribution Agreement (Mammoth Energy Services, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.1, this Agreement Agreement, except for this Section 7.2, the provisions of the second sentence of Section 5.3(f) and Sections 7.3, 8.7 and 8.10, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, shareholders or stockholders. Notwithstanding the foregoing, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained nothing in this Section 8.02 7.2 shall relieve any party from to this Agreement of liability for any a breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Xicor Inc)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.0112.01, this Agreement shall forthwith become void and have of no effect, without any liability on the part of any party Party (or its directorsany stockholder, officers director, officer, employee, agent, consultant or stockholders, representative of such Party) to the other than the Parties hereto. The provisions of this Section 8.0212.02 and Sections 13.05, Section 8.03 13.06, 13.07, 13.08 and the last sentence of Section 6.08, which 13.09 shall survive any such termination. Nothing contained in this termination pursuant to Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement12.01.
Appears in 3 contracts
Samples: Restructuring Agreement (Alpha Natural Resources, Inc.), Restructuring Agreement (Alpha Natural Resources, Inc.), Restructuring Agreement (Alpha Natural Resources, Inc.)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.019.01, this Agreement shall forthwith will become void and have of no effect, without any effect with no liability on the part of any party hereto or its respective directors, officers or stockholdersshareholders, other than except that the provisions of this agreements contained in Section 8.02, Section 8.03 and 9.03 will survive the last sentence of Section 6.08, which shall survive any such terminationtermination hereof. Nothing contained in this Section 8.02 herein shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adelphia Communications Corp), Agreement and Plan of Merger (Century Communications Corp), Agreement and Plan of Merger (Century Communications Corp)
Effect of Termination. In the event of the termination of Except as otherwise provided in this Agreement, if this Agreement is terminated pursuant to Section 8.017.01 hereof, this Agreement shall forthwith become void (other than Section 5.02 and have Section 8.01 hereof, which shall remain in full force and effect), and there shall be no effect, without any further liability on the part of Xxxxxx Bancorp or Innes Street to the other, except that no party shall be relieved or released from any party liabilities or damages arising out of its directors, officers or stockholders, other than the provisions willful breach of any provision of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Innes Street Financial Corp), Agreement and Plan of Merger (Innes Street Financial Corp), Agreement and Plan of Merger (Innes Street Financial Corp)
Effect of Termination. In the event of the termination and --------------------- abandonment of this Agreement pursuant to Section 8.018.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 8.02 and the last sentence of Section 6.08, which shall survive any such terminationSections 6.02(b) and 8.03. Nothing contained in this Section 8.02 shall relieve any party from liability for any willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tie Acquisition Co), Agreement and Plan of Merger (Marmon Holdings Inc), Agreement and Plan of Merger (Pritzker Family Philanthropic Fund)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.017.1, this Agreement shall forthwith become null and void and have no further force and effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 8.02Sections 5.1, Section 8.03 7.2, 7.3 and 9.10, and the last third sentence of Section 6.085.8 (a), all of which shall survive any such termination. Nothing contained in this Section 8.02 7.2 shall relieve any party from liability for any material and willful breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Artistic Greetings Inc), Asset Purchase Agreement (Artistic Greetings Inc), Asset Purchase Agreement (Artistic Greetings Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.019.1, this Agreement shall forthwith will become void and have no effect, without any liability on the part of any party to this Agreement or its affiliates, directors, officers officers, or stockholdersshareholders, other than the provisions of Section 6.5(a), Section 6.6(c), this Section 8.029.2, Section 8.03 9.3 and the last sentence of Section 6.08, which shall survive any such termination. Article X. Nothing contained in this Section 8.02 shall 9.2 will relieve any party from liability for any breach Breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Stock Investment Agreement (Gainsco Inc), Stock Investment Agreement (Gainsco Inc), Securities Exchange Agreement (Gainsco Inc)
Effect of Termination. In the event of the termination of If this Agreement is terminated and the Merger is abandoned pursuant to Section 8.018.01 hereof, this Agreement Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX hereof and the Confidentiality Agreement, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from to this Agreement of liability for any willful breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (National Discount Brokers Group Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.0113.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party to this Agreement or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 8.0213.2, Section 8.03 14.4 and the last sentence confidentiality provisions of Section 6.085.2(a), which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.provided however,
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders of the Company, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.086.02, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Snap on Inc), 1 Agreement and Plan of Merger (Hein Werner Corp), Agreement and Plan of Merger (Snap on Pace Co)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.018.1, this Agreement shall forthwith become void and have of no effect, without any effect with no liability on the part of any an party hereto or its such party's officers, directors, officers employees or stockholdersrepresentatives, other than except (i) that the provisions of this Section 8.02agreements contained in Sections 6.4, Section 8.03 8.8 and the last sentence of Section 6.08, which 8.13 hereof shall survive any such termination. Nothing contained in this Section 8.02 the termination hereof and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Solomon Page Group LTD), Agreement and Plan of Merger (Solomon Page Group LTD), Uniflex Inc
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void void, and have there shall be no effect, without any liability on the part of any party hereto or any of its affiliates, directors, officers or stockholdersshareholders; provided, other than the provisions of this Section 8.02however, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained that nothing in this Section 8.02 8.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality for fees and expenses as set forth in Section 8.3, and that this Section 8.2 and Section 8.3 shall survive indefinitely any termination of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wachovia Corp New), Agreement and Plan of Merger (Westcorp /Ca/), Agreement and Plan of Merger (WFS Financial Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability Liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 8.028.2 and Sections 6.3(b), Section 8.03 6.14, 8.3, 9.3 and the last sentence of Section 6.08, which shall survive any such termination9.11 hereof. Nothing contained in this Section 8.02 8.2 shall relieve any party from liability Liability for any breach of this Agreement or the Confidentiality Agreement.. SECTION 8.3
Appears in 3 contracts
Samples: Conformed Copy Agreement and Plan of Merger (Lockheed Martin Corp), Conformed Copy Agreement and Plan of Merger (Loral Corp /Ny/), Agreement and Plan of Merger (Lockheed Martin Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.1 hereof, this Agreement Agreement, except as provided in Sections 7.3 and 8.15, shall forthwith become null and void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 stockholders except as set forth in Sections 7.3 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement8.15.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intellicall Inc), Agreement and Plan of Merger (Intellicall Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement Agreement, except for the provisions of the second sentence of each of Section 6.2(f) and Section 6.3(f), and Sections 8.2, 8.5, and 9.9, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders. Notwithstanding the foregoing, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained nothing in this Section 8.02 8.2 shall relieve any party from to this Agreement of liability for any willful breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amerisource Health Corp/De), Agreement and Plan of Merger (Bergen Brunswig Corp)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.01, this Agreement shall forthwith become void and have of no effect, effect without any liability on the part of any party (or its directorsany Representative of such party) to each other party hereto; provided, officers or stockholdershowever, other than that the provisions of this Section 8.02, Section 8.03 8.02 and the last sentence of Section 6.08, which ARTICLE 9 shall survive any such termination. Nothing contained in this termination hereof pursuant to Section 8.02 8.01; provided that, nothing herein shall relieve any party from liability for fraud or any breach Willful Breach of this Agreement or prior to such termination. The Confidentiality Agreement shall not be affected by the Confidentiality Agreementtermination of this Agreement and shall continue in full force and effect in accordance with its terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gurnet Holding Co), Agreement and Plan of Merger (Corium International, Inc.)
Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.019.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or party, its directors, officers or stockholders, other than as set forth in the provisions of this Section 8.029.2, Section 8.03 10.9 relating to expenses, Section 6.6 relating to publicity and Section 10.1 relating to confidentiality to the last sentence of extent provided therein and Section 6.08, which shall survive any such termination9.3. Nothing contained in this Section 8.02 9.2 or 9.3 shall relieve any party from liability for any breach of any representation, warranty, covenant or agreement contained in this Agreement or the Confidentiality Agreementoccurring before such termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Intelliquest Information Group Inc), Asset Purchase Agreement (Naviant Inc)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.018.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than except as provided below in Section 8.2(b). Notwithstanding the provisions preceding sentence, each of this (i) Section 8.02, Section 8.03 6.8 and (ii) the last sentence Nondisclosure Agreement shall remain in full force and effect in the event of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach the termination of this Agreement or the Confidentiality Agreementpursuant to Section 8.1 hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Ventures Inc), Agreement and Plan of Merger (Grant Ventures Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders, other than the provisions of this Section 8.025.10 with respect to the payment of the breakup fee and expense reimbursement as described therein, Section 8.03 and the last sentence of Section 6.085.02, which in each case shall survive any such termination. Nothing contained in this Section 8.02 7.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Communications Instruments Inc), Agreement and Plan of Merger (Corcom Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any party hereto, or its their respective stockholders, officers, or directors, officers or stockholders, other than the provisions of this except that Article 8 and Section 8.02, Section 8.03 and the last sentence of Section 6.08, which 9.9 hereof shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach indefinitely, and except with respect to willful breaches of this Agreement or prior to the Confidentiality Agreementtime of such termination.
Appears in 2 contracts
Effect of Termination. In the event of Upon the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become null and void except as set forth in Section 8.3 and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than for the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08Article 9, which shall survive any such termination. Nothing contained in this Section 8.02 ; provided, however, that nothing herein shall relieve any party from liability for any intentional breach of this Agreement or prior to such termination. In addition, the Confidentiality Agreement shall not be affected by the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Venturi Partners Inc), Registration Rights Agreement (Venturi Partners Inc)
Effect of Termination. In the event of the termination of If this Agreement pursuant to Section 8.01is so terminated and the Merger is not consummated, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees, agents or stockholders, other than the confidentiality provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination7.8. Nothing contained in this Section 8.02 9.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novitron International Inc), Agreement and Plan of Merger (Novitron International Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either Unilever or SM, as provided in Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party or its directors, officers or stockholdersthe Parties, other than the provisions of Sections 12.1 (Confidentiality), 12.2 (Public Announcements), 12.5 (Fees) through and including 12.12 (Headings), and this Section 8.02, Section 8.03 11.2 and except to the last sentence of Section 6.08, which shall survive any extent that such terminationtermination results from the willful and material breach by a party hereof. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.EXECUTION VERSION
Appears in 2 contracts
Samples: Joint Contribution Agreement (Syneron Medical Ltd.), Joint Contribution Agreement (Syneron Medical Ltd.)
Effect of Termination. 7.2.1 In the event of the termination of this Agreement pursuant to Section 8.017.1, this Agreement Agreement, except for any provisions relating to the confidentiality obligations of the parties hereto to each other and the provisions of this Section 7.2 and Section 8.11, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders. Notwithstanding the foregoing, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained nothing in this Section 8.02 7.2 shall relieve any party from to this Agreement of liability for any a material breach of any material provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pharmerica Inc), Agreement and Plan of Merger (Bergen Brunswig Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.016.02, this Agreement shall forthwith become void and have void, impose no effect, without any liability on the part of any party Party hereto or its Affiliates, directors, officers or officers, stockholders, partners, managers or members and have no effect other than the provisions of this Section 8.026.03, and Section 5.02, Section 8.03 6.02 and the last sentence of Section 6.08Article VII hereof, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.ARTICLE VII
Appears in 2 contracts
Samples: Royalty Agreement, Royalty Agreement (Ligand Pharmaceuticals Inc)
Effect of Termination. In the event of the Upon any termination of this Agreement pursuant to as provided in Section 8.0110.1, this Agreement shall forthwith immediately become void and have there shall be no effect, without any liability or obligation on the part of any party or its their respective officers, directors, officers stockholders or stockholders, other than Affiliates; provided that (a) the provisions of this Section 8.02Sections 5.6 10.2, Section 8.03 and the last sentence of Section 6.08, which Article XIII shall remain in full force and effect and survive any termination of this Agreement and (b) such termination. Nothing contained in this Section 8.02 termination shall not relieve any party to this Agreement from liability for any breach violations of this Agreement or the Confidentiality Agreementthat occurred prior to such termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Univision Communications Inc), Asset Purchase Agreement (Entravision Communications Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.086.2 and the provisions of this Section 8.2 and Section 8.3, which shall survive any such termination. Nothing contained in this Section 8.02 8.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Scientific Co), Agreement and Plan of Merger (Pacific Scientific Co)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either BSB Bancorp or SKAN as provided in Section 8.018.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and effect except (i) the last sentence sentences of Section 6.08Sections 6.2(a) and 6.2(b) and Sections 8.2, which 9.2 and 9.3 hereof shall survive any such termination. Nothing termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Section 8.02 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Skaneateles Bancorp Inc), Agreement and Plan of Merger (BSB Bancorp Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.019.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 Sections 6.01(b) and the last sentence of Section 6.08, which shall survive any such termination6.02(b). Nothing contained in this Section 8.02 9.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Acquisition Agreement (Commercetel Corp), Acquisition Agreement (Commercetel Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either HUBCO or IBSF pursuant to Section 8.017.1, this Agreement (other than Section 5.5(b), the penultimate sentence of Section 5.6(h), this Section 7.2 and Section 8.1) shall forthwith become void and have no effect, without any liability on the part of any party or its directorsofficers, officers directors or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationshareholders. Nothing contained in this Section 8.02 herein, however, shall relieve any party from any liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hubco Inc), Agreement and Plan of Merger (Ibs Financial Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either WAL or Target as provided in Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and effect except (i) the last sentence of Section 6.086.2(a) and Sections 8.2, which 9.2 and 9.3 shall survive any such termination. Nothing termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Section 8.02 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Liberty Bancorp), Agreement and Plan of Merger (Western Alliance Bancorporation)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.016.1 (the date of such termination or abandonment is referred to in this Agreement as the “Termination Date”), this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its Affiliates, directors, officers officers, unitholders or stockholders, stockholders other than the provisions of this Section 8.02, Section 8.03 6.2 and the last sentence of Section 6.08, which shall survive any such terminationArticle 7 hereof. Nothing contained in this Section 8.02 6.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementprior to such termination.
Appears in 2 contracts
Samples: Contribution Agreement (Mammoth Energy Partners LP), Contribution Agreement (Mammoth Energy Partners LP)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than pursuant to the provisions of this Section 8.027.02, Section 8.03 7.03, Article VIII (excluding Section 8.01 and Section 8.11) and the last sentence of confidentiality obligations set forth in Section 6.085.02, which shall survive any such termination. Nothing contained in this Section 8.02 7.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Ii Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Cole National Corp /De/)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees or stockholders, other than the provisions of this Section 8.02, 8.2 and Section 8.03 and the last sentence of Section 6.088.3, which shall survive any such termination. Nothing contained in this Section 8.02 8.2 or elsewhere in this Agreement shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (3-D Geophysical Inc), Agreement and Plan of Merger (Western Atlas Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1 above, this Agreement Agreement, except for the provisions of Section 5.1(i), all of Article 7, this Section 8.2 and all of Article 9, shall forthwith become void and have no effect, without any liability under this Agreement on the part of any either party or its Subsidiaries or their respective directors, officers officers, employees or stockholders. Notwithstanding the foregoing, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained nothing in this Section 8.02 8.2 shall relieve any either party from to this Agreement of liability for a breach of any breach provision of this Agreement or invalidate the provisions of the Confidentiality Agreement.
Appears in 2 contracts
Samples: Implementation Agreement (Echostar Communications Corp), Implementation Agreement (General Motors Corp)
Effect of Termination. In the event of the termination of If this Agreement pursuant to Section 8.01is so terminated and the Merger is not consummated, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees, agents or stockholders, other than the confidentiality provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination7.7. Nothing contained in this Section 8.02 9.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novitron International Inc), Agreement and Plan of Merger (Novitron International Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to and in accordance with the provisions of Section 8.018.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto (or its directorsstockholders or controlling persons or directors or officers), officers or stockholders, other than except (i) the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which 8.4 shall survive such termination and abandonment and (ii) neither party shall be released or relieved from any liability arising from the breach by such termination. Nothing contained party of any of its representations, warranties, covenants or agreements as set forth in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (USDATA Liquidating Trust), Asset Purchase Agreement (Tecnomatix Technologies LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.017.01, this Agreement shall forthwith become void and have no effect, without any and there shall be no liability on the part of any party or its directorsParty, officers or stockholders, other than except for the provisions of this Section 8.027.02, Section 8.03 7.03 and the last sentence Article VIII, each of Section 6.08, which shall survive remain in full force and effect; provided, however, that the Company shall not be relieved or released from any such termination. Nothing contained in this Section 8.02 shall relieve liability or damages arising from a willful or intentional material breach of any party from liability for any breach provision of this Agreement or prior to the Confidentiality Agreementtime of such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FOHG Holdings, LLC), Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.1 prior to the Closing Date, this Agreement shall forthwith become void and have void, there shall be no effect, without any liability under this Agreement on the part of the Company or the Investors (including any party or its directorsSubstitute Investors), officers or stockholdersand all rights and obligations of the Company and the Investors shall cease, other than the provisions obligations of this the parties set forth in Section 8.026.1 hereof; provided, Section 8.03 and the last sentence of Section 6.08however, which shall survive any such termination. Nothing contained in this Section 8.02 that nothing herein shall relieve any party from liability for any willful or intentional breach of any covenant or agreement of such party contained in this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (Prides Capital Partners, LLC), Subscription Agreement (Waste Services, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party or its directors, officers or stockholdersparty, other than the provisions of this Section 8.02Sections 6.2, Section 8.03 7.4, 8.2 and 8.6, and except to the last sentence extent that such termination results from the willful and material breach by a party of Section 6.08any of its representations, which shall survive any such termination. Nothing contained warranties, covenants or other agreements set forth in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: 5 Agreement and Plan of Merger (Medpartners Inc), Agreement and Plan of Merger (Talbert Medical Management Holdings Corp)
Effect of Termination. In the event of the termination of If this Agreement is validly terminated pursuant to Section 8.018.1, this Agreement shall will forthwith become null and void and have no further effect, without any liability Liability on the part of any party Party hereto or its Affiliates, directors, officers or stockholders, except for any liability resulting from any fraud, actions taken in bad faith, intentional misrepresentation or intentional breach prior to termination, and other than the provisions of this Section 8.02, Section 8.03 8.3 and the last sentence of Section 6.08, which shall survive any such terminationArticle IX hereof. Nothing contained in this Section 8.02 8.3 shall relieve any party Party from liability Liability for any breach of this Agreement or the Confidentiality Agreementoccurring prior to termination.
Appears in 2 contracts
Samples: Escrow Agreement (Rafaella Apparel Group,inc.), Escrow Agreement (Perry Ellis International Inc)
Effect of Termination. In the event of the termination of If this Agreement is validly terminated pursuant to Section 8.0111.1, this Agreement shall will forthwith become null and void and have no further effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 8.0211.2, Section 8.03 11.3, and the last sentence of Section 6.08, which shall survive any such termination13 hereof. Nothing contained in this Section 8.02 11.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementoccurring prior to termination.
Appears in 2 contracts
Samples: Acquire Leases and Lease (Retail Ventures Inc), Indemnification Agreement (Burlington Coat Factory Warehouse Corp)
Effect of Termination. In Except for the event provisions of Section 5.2, this Section 7.2, Section 7.3 and Article IX, which shall survive any termination of this Agreement, upon the valid termination of this Agreement pursuant to in accordance with Section 8.017.1, this Agreement shall forthwith thereafter become void and have no effect, without and no Party shall have any liability on the part of to any party other Party or its directorsmembers, stockholders, managers or directors or officers or stockholdersin respect thereof; provided, other than that nothing herein will relieve any Party from any liability for any willful breach of the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any Agreement prior to such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.Termination Fee.
Appears in 2 contracts
Effect of Termination. In the event of the termination of that this Agreement pursuant to is terminated as provided in Section 8.017.1 above, this Agreement shall forthwith become void (other than this Section 7.2, and have Sections 8.1, 9.1 through 9.3, 9.5 through 9.11, and Article X hereof which shall remain in full force and effect) and there shall be no effect, without any further liability on the part of any party AmTrust or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationMaiden Holdings. Nothing contained in this Section 8.02 7.2 shall relieve any party hereto from liability for any its breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Master Agreement (Amtrust Financial Services, Inc.), Master Agreement (Maiden Holdings, Ltd.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.086.02 and the provisions of this Section 8.02 and Section 8.03, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fusion Systems Corp), Agreement and Plan of Merger (Eaton Corp)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.01, this Agreement shall forthwith become void and have of no effect, without any effect with no liability on the part of any party or its directorshereto, officers or stockholdersexcept that (i) the agreements contained in Section 6.04, other than the provisions of this Section 8.02, Section 8.03 8.03, Article IX and in the last sentence of Section 6.08, which Confidentiality Agreement shall survive any the termination hereof and (ii) no such termination. Nothing contained in this Section 8.02 termination shall relieve any party of any liability or damages resulting from liability for any breach by that party of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Panamsat Corp /New/), Transaction Agreement (Directv Group Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to as provided in Section 8.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any either party or its directorshereto; provided, officers or stockholdershowever, other than that Sections 5.03, 8.02, 8.03 and 10.01 shall remain in full force and effect notwithstanding the provisions termination and abandonment of this Section 8.02, Section 8.03 Agreement; and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 provided further that nothing herein shall relieve any either party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Nu Skin Enterprises Inc), Agreement and Plan of Merger and Reorganization (Nu Skin Enterprises Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.017.1, this Agreement shall will forthwith become void and have no effect, without any liability on the part (other than with respect to any claim for breach of any party representation, warranty, covenant or its directorsagreement set forth in this Agreement); provided, officers or stockholders, other than that the provisions of this Section 8.02, 7.3 and Section 8.03 and the last sentence of Section 6.08, which shall 8 will survive any such termination. Nothing contained in this termination hereof pursuant to Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement7.1.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tabula Rasa HealthCare, Inc.), Stock Purchase Agreement (Tabula Rasa HealthCare, Inc.)
Effect of Termination. In Except as provided in Sections 6.05 and 9.02 hereof, in the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.01, this Agreement shall forthwith thereafter become void and have no effect, without and no party hereto shall have any liability on the part of to any other party hereto or its directorsstockholders or directors or officers in respect thereof, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 except that nothing herein shall relieve any party from liability for any willful breach of this Agreement or the Confidentiality Agreementhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cdsi Acquisition Corp), Agreement and Plan of Merger (Control Data Systems Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.0113.01 hereof, this Agreement Agreement, except for the provisions of Section 14.04, and the confidentiality provisions of Section 9.01, shall forthwith become null and void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall 13.02 shall, however, relieve any party from to this Agreement of liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bristol Hotel Co), Agreement and Plan of Merger (Holiday Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become be void and have no effect, without any with no liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than except that the provisions of this Section 8.02, Section 8.03 Sections 6.8 (with respect to the reimbursement and the last sentence of Section 6.08, which indemnification obligations therein) and Article IX shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Murdock David H), Agreement and Plan of Merger (Dole Food Co Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.019.1 hereof, this Agreement shall forthwith become void and have of no further force or effect, without any and there shall be no liability hereunder on the part of any party or its Affiliates, directors, officers officers, shareholders, agents or stockholdersother representatives; provided, other than the provisions of however, that (i) this Section 8.029.2 and Sections 6.13, Section 8.03 6.14, 9.3, 11.2, 11.4, 11.8, 11.9 and the last sentence of Section 6.08, which 11.10 shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach termination of this Agreement or the Confidentiality Agreement.and (ii)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Janal LTD Partnership), Agreement and Plan of Merger (Cavco Industries Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.017.01 hereof, this Agreement Agreement, except for the provisions of Section 5.05 and Section 9.09, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationshareholders. Nothing contained in this Section 8.02 7.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc), Agreement and Plan of Merger (Platinum Energy Resources Inc)
Effect of Termination. In Notwithstanding anything to the contrary in this Agreement (except Section 11.20.4), in the event of the termination of this Agreement pursuant to Section 8.01Agreement, the transaction shall not close and this Agreement shall forthwith become void and have no effectfurther effect whatsoever, without and no party hereto shall have any liability on further liability, obligations, right or duty to the part of any party or its directorsother under this Agreement, officers or stockholdersexcept as provided in Sections 11.20.1, other than the provisions of this Section 8.0211.20.2, Section 8.03 and the last sentence of Section 6.0811.20.4, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementas applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp /De), Agreement and Plan of Merger (W&t Offshore Inc)
Effect of Termination. In the event of the termination ---------------------- and abandonment of this Agreement pursuant to Section 8.019.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 8.029.02 and Sections 5.19, Section 8.03 6.07, 7.05 and the last sentence of Section 6.08, which shall survive any such termination. 9.05 and Article X. Nothing contained in this Section 8.02 9.02 shall relieve any party from liability for any antecedent breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Gec Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement and abandonment of the Merger and other Transactions pursuant to Section 8.01this Article 7, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of any party or its officers, directors, officers or stockholdersshareholders, affiliates and agents, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.085.04 and the provisions of Sections 5.06, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement7.05, 8.01, 8.02, 8.03 and 8.08.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MLE Holdings, Inc.), Agreement and Plan of Merger (Mity Enterprises Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either HUBCO or CFHC pursuant to Section 8.017.1, this Agreement (other than Section 5.5(b), the penultimate sentence of Section 5.6(h), this Section 7.2 and Section 8.1) shall forthwith become void and have no effect, without any liability on the part of any party or its directorsofficers, officers directors or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationshareholders. Nothing contained in this Section 8.02 herein, however, shall relieve any party from any liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hubco Inc), Agreement and Plan of Merger (Community Financial Holding Corporation)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, members or stockholders, other than pursuant to the provisions of this Section 8.02, 7.02 and Section 8.03 and the last sentence of Section 6.087.03, which shall survive any such termination. Nothing contained in this Section 8.02 7.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Sports Entertainment Enterprises Inc), Stock Purchase Agreement (Sports Entertainment Enterprises Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.2, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than except for the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.087.3, which shall survive any such termination. Nothing contained in this Section 8.02 7.3 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Nextband Interests Purchase Agreement (Nextel Communications Inc), Nextband Interests Purchase Agreement (Nextlink Communications Inc / De)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.0111.01 hereof, this Agreement shall shall, except for the provisions of Sections 3.14 and 4.04 and the confidentiality provisions of Section 6.01, forthwith become null and void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 11.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Raytheon Co), Asset Purchase Agreement (Texas Instruments Inc)
Effect of Termination. In the event of the termination of If this Agreement is validly terminated pursuant to Section 8.017.1, this Agreement shall will forthwith become void null and void, and have no further effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 7.2 and the last sentence of Section 6.08, which shall survive any such terminationArticle IX hereof. Nothing contained in this Section 8.02 7.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementoccurring prior to termination.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hungarian Telephone & Cable Corp), Securities Purchase Agreement (TDC a/S)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either BVCC or GLB as provided in Section 8.018.1, this Agreement shall forthwith become void and have no effecteffect except (i) Sections 6.6(c), without 6.8(f) and (g), 8.2 and 9.5 shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liability on the part or damages arising out of its willful breach of any party or its directors, officers or stockholders, other than of the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Great Lakes Bancorp Inc), Agreement and Plan of Merger (Bay View Capital Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement shall will forthwith become void and will be deemed to have no effect, terminated without liability to any party (except for any liability on the part of any party then in willful material breach of any covenant or its directors, officers or stockholders, other than agreement); provided that the provisions of this Section 8.02, Section 8.03 the Confidentiality Agreement and the last sentence of Section 6.086.5, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach 8.2, Section 8.3 and Article 9 (other than the exception clause in Section 9.10) of this Agreement or the Confidentiality Agreementwill continue in full force and effect notwithstanding such termination and abandonment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Primex Technologies Inc), Agreement and Plan of Merger (General Dynamics Corp)
Effect of Termination. In the event of the termination of that this Agreement pursuant to is terminated as provided in Section 8.017.1 above, this Agreement shall forthwith become void (other than this Section 7.2, and have Sections 8.1, 9.1 through 9.3, and 9.5 through 9.11, hereof which shall remain in full force and effect) and there shall be no effect, without any further liability on the part of any party AmTrust or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationMaiden Holdings. Nothing contained in this Section 8.02 7.2 shall relieve any party hereto from liability for any its breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Master Agreement (Maiden Holdings, Ltd.), Master Agreement (Amtrust Financial Services, Inc.)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to the provision of Section 8.018.11(i), this Agreement shall forthwith become void and have will be of no further force or effect. Notwithstanding the foregoing, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any no such termination. Nothing contained in this Section 8.02 termination shall relieve any party from Party of any liability for Losses resulting from any breach prior to such termination by such Party of this Agreement its covenants, agreements, representations or the Confidentiality Agreementwarranties set forth herein.
Appears in 2 contracts
Samples: Share Purchase Agreement (Global Mofy Metaverse LTD), Share Purchase Agreement (Global Mofy Metaverse LTD)
Effect of Termination. In the event of the termination of this Agreement and abandonment of the Merger and other Transactions pursuant to Section 8.01this Article 7, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of any party or its officers, directors, officers or stockholders, affiliates and agents, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.085.04 and the provisions of Sections 5.05, which shall survive any such termination. Nothing contained in this Section 7.05, 8.01, 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementand 8.07.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Specialized Health Products International Inc), Agreement and Plan of Merger (Bard C R Inc /Nj/)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either Trustmark or Cadence as provided in Section 8.018.1 or the abandonment of the Merger without breach by any party hereto, this Agreement (other than Sections 6.2 and 12.4 and any other section which by its terms relates to post-termination rights or obligations) shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationshareholders. Nothing contained in this Section 8.02 8.2 shall relieve any party from hereto of any liability for any a breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cadence Financial Corp), Agreement and Plan of Reorganization (Trustmark Corp)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.019.1, this Agreement shall forthwith become void and have of no effect, without any effect with no liability on the part of any party hereto or its respective directors, officers or stockholders, other than except that the provisions of this Section 8.02, Section 8.03 agreements contained in Sections 6.1 and the last sentence of Section 6.08, which 9.3 shall survive any such termination. Nothing contained in this Section 8.02 the termination hereof, and except that nothing herein shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centennial Cellular Corp), Agreement and Plan of Merger (Century Communications Corp)
Effect of Termination. In the event of the termination of If this Agreement pursuant is terminated in accordance with Section 8.1 prior to Section 8.01the Closing Date, this Agreement shall forthwith become void and have of no further force and effect; provided, without any liability on the part of any party or its directorshowever, officers or stockholders, other than that (a) the provisions of this Section 8.02, Section 8.03 8.2 and the last sentence of Section 6.08, which Article IX shall survive such termination with respect to any action required hereunder which was not complete prior to such termination. Nothing contained in this Section 8.02 termination and (b) nothing herein shall relieve any party Party from any liability for fraud or with respect to any material breach of the provisions of this Agreement or the Confidentiality Agreementprior to such termination.
Appears in 2 contracts
Samples: Registration Rights Agreement (Dominion Midstream Partners, LP), Contribution, Conveyance and Assumption Agreement (Dominion Midstream Partners, LP)
Effect of Termination. In the event of the termination of If this Agreement is validly terminated pursuant to Section 8.0112.1, this Agreement shall forthwith it will become null and void immediately and have there will be no effect, without any liability or obligation on the part of any party hereto (or its directorsany of their respective representatives or Affiliates), officers or stockholders, other than except that (a) the provisions of this Section 8.02, Section 8.03 Sections 8.2 and the last sentence of Section 6.08, which shall survive any such termination. Nothing 8.3 and Article 11 will continue to apply following that termination and (b) nothing contained in this Section 8.02 herein shall relieve any party hereto from liability for any breach of its representations, warranties, covenants or agreements contained in this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Wilmington Trust Corp), Merger Agreement (Wilmington Trust Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.0112.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party Party or its directorsrespective Affiliates, officers officers, directors or stockholdersshareholders, other than liability of the provisions of this Section 8.02Group Companies, Section 8.03 the Shareholders and the last sentence of Section 6.08SPAC, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability as the case may be, for any fraud, willful and material breach of this Agreement or occurring prior to such termination, except that the Confidentiality provisions of Section 10.7, Section 10.12, this Section 12.2 and Article XIII shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blue World Holdings LTD), Agreement and Plan of Merger (Blue World Acquisition Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either HUBCO or MSB pursuant to Section 8.017.1, this Agreement (other than Section 5.5(b), the penultimate sentence of Section 5.6(h), this Section 7.2 and Section 8.1) shall forthwith become void and have no effect, without any liability on the part of any party or its directorsofficers, officers directors or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 herein, however, shall relieve any party from any liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement And (Hubco Inc), Agreement and Plan of Merger (MSB Bancorp Inc /De)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than except that (a) the provisions of Section 6.6(c), Section 6.8, this Section 8.028.2, Section 8.03 8.3, and the last sentence of Section 6.08, which Article 9 shall survive any such termination. Nothing termination and abandonment, and (b) notwithstanding anything to the contrary contained in this Section 8.02 Agreement, neither party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its material breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Community Banks Inc), Agreement and Plan of Merger (United Community Banks Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.01SECTION 8.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 8.02SECTION 8.2, Section 8.03 the arbitration provisions of SECTION 9.3(b) and the last sentence of Section 6.08, which shall survive any such terminationSECTION 10.12 hereof. Nothing contained in this Section 8.02 SECTION 8.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ticketmaster Online Citysearch Inc), Agreement and Plan of Merger (Ticketmaster Online Citysearch Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.019.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions provision of this Section 8.02, Section 8.03 9.02 and the last sentence of Section 6.08, which shall survive any such terminationSections 6.03(b) and 9.03 hereof. Nothing contained in this Section 8.02 9.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diebold Inc), Agreement and Plan of Merger (Griffin Technology Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith Agreement, except for the provisions of Section 5.04, Article X and this Section 8.02, will become void and have will be of no further effect, without any liability on the part of any party hereto or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve will be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Discovery Communications, Inc.), Transaction Agreement (Discovery Communications, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.01, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its Affiliates, directors, officers or officers, stockholders, partners, managers or members other than the provisions of this Section 8.027.02 and Sections 5.04, Section 8.03 5.05, 8.01, and the last sentence of Section 6.088.05 hereof, which shall survive any such terminationtermination as set forth in Section 8.01. Nothing contained in this Section 8.02 7.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Revenue Interests Assignment Agreement (Oscient Pharmaceuticals Corp), Revenue Interests Assignment Agreement (Oscient Pharmaceuticals Corp)
Effect of Termination. In the event of the termination of If this Agreement is terminated and the Merger is abandoned pursuant to Section 8.01, this Agreement Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX (which shall remain in effect), shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from to this Agreement of liability for any willful breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oregon Steel Mills Inc), Agreement and Plan of Merger (Evraz Group S.A.)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.017.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 8.027.2 and Sections 5.7(d), Section 8.03 51 5.10, 5.18 and the last sentence of Section 6.087.3, which shall survive any such termination. Nothing contained in this Section 8.02 7.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Satellite Broadcasting Co Inc), Agreement and Plan of Merger (General Motors Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 - 25 - 26 and the last sentence of Section 6.086.02, which shall survive any such termination. The Stock Option Agreement shall also survive any such termination. Nothing contained obtained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.. SECTION 8.03
Appears in 2 contracts
Samples: Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Voith Sulzer Acquisition Corp), Exhibit 1 Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Impact Systems Inc /Ca/)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees or stockholders, other than the provisions of this Section 8.02, 8.2 and Section 8.03 and the last sentence of Section 6.088.3, which shall survive any such termination. Nothing contained in this Section 8.02 Article VIII shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Filter Corp), Agreement and Plan of Merger (United States Filter Corp)
Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated and the transactions contemplated hereby are abandoned as described in this Section 8.019, this Agreement shall forthwith become void and have no effect, without any liability on (except that the part of any party or its directors, officers or stockholders, other than transactions effected at the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which Stock Purchase Closing shall survive any not be affected by such termination) and of no further force and effect. Nothing contained However, nothing in this Section 8.02 9 shall relieve be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the Confidentiality right of any party to compel specific performance by another party of its obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement (Methode Electronics Inc), Agreement (Methode Electronics Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.0111.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party or its directors, officers or stockholdersparty, other than the provisions of Sections 7.1 and 11.3 and this Section 8.0211.2, Section 8.03 and except to the last sentence extent that such termination results from the willful and material breach by a party of Section 6.08any of its representations, which shall survive any such termination. Nothing contained warranties, covenants or other agreements set forth in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Health Services Inc), Agreement and Plan of Merger (Merit Behavioral Care Corp)
