Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 11 contracts
Samples: Acquisition Agreement and Plan of Merger (AirtimeDSL), Acquisition Agreement and Plan of Merger (National Filing Agents Inc), Revised Acquisition Agreement and Plan of Merger (Clinical Trials Assistance Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany under this Agreement, other than the provisions of Section 3.01(s), the last penultimate sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Animas Corp), Agreement and Plan of Merger (Closure Medical Corp), Agreement and Plan of Merger (Pioneer Companies Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.20, Section 4.11, the last sentence of Section 5.02(a) and 6.02, Section 6.07, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the representationsrepresentation, warranties, covenants warranty or agreements covenant set forth in this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Boyd Gaming Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or the Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Parent, the Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a5.01(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (NB Telecom, Inc.), Agreement and Plan of Merger (Designer Export, Inc), Agreement and Plan of Merger (China Executive Education Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01Agreement, this Agreement shall forthwith immediately become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representationsprovided, warranties, covenants or agreements set forth in this Agreement.that:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Sierra Monitor Corp /Ca/), Agreement and Plan of Merger (Evoqua Water Technologies Corp.), Voting Agreement (Vanguard Health Systems Inc)
Effect of Termination. (a) In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part and none of Parent, Sub or the Company, other than the provisions any of their respective Subsidiaries or any of the last sentence officers or directors of Section 5.02(a) and this Section 7.02. Nothing contained any of them shall have any liability of any nature whatsoever hereunder, or in this Section shall relieve any party for any breach of connection with the representationstransactions contemplated hereby, warranties, covenants or agreements set forth in this Agreement.except that
Appears in 6 contracts
Samples: Agreement and Plan of Merger (State Bank Financial Corp), Agreement and Plan of Merger (Synovus Financial Corp), Agreement and Plan of Merger (FCB Financial Holdings, Inc.)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Merger Sub or the CompanyCompany or their respective officers or directors. Notwithstanding the foregoing, other than the provisions of the last sentence of Section 5.02(a) and nothing in this Section 7.02. Nothing 7.2 shall be deemed to release any party from any liability for any willful breach of any representation, warranty, covenant or obligation contained in this Agreement. This Section 7.2 shall relieve survive any party for any breach termination of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cogent Communications Group Inc), Ii Agreement and Plan of Merger (Cogent Communications Group Inc), Agreement and Plan of Merger (Cogent Communications Group Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Aspen Racing Stables. Inc.), Stock Purchase Agreement (Aspen Racing Stables. Inc.), Stock Purchase Agreement (Aspen Racing Stables. Inc.)
Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.016.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyCompany or their respective officers or directors except (i) with respect to Section 4.6, other than the provisions this Section 6.2 and Article VII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the last sentence willful breach by the other party of Section 5.02(a) any of its covenants, representations and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Constellation Brands, Inc.), Agreement and Plan of Merger (Huneeus Vintners LLC), Agreement and Plan of Merger (Chalone Wine Group LTD)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(u), the last sentence two sentences of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII; provided, however, that no such termination shall relieve any party for hereto from any liability or damages resulting from a wilful breach by a party of the any of its representations, warranties, warranties or covenants or agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Us Airways Inc), Agreement and Plan of Merger (Us Airways Inc), Agreement and Plan of Merger (Ual Corp /De/)
Effect of Termination. In the event of termination of this Agreement by either the Company or the Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Parent, Sub the Purchaser or the Company, other than (except for any liability of any party then in willful material breach of any covenant or agreement); provided that the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained 8.2 and Section 8.3 of this Agreement will continue in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreementfull force and effect notwithstanding such termination and abandonment.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Newport News Shipbuilding Inc), Agreement and Plan of Merger (Northrop Grumman Corp /De/), Agreement and Plan of Merger (General Dynamics Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent or Purchaser as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub the Purchaser or the Company, other than the provisions of Section 3.1(p), 4.1(f), the last sentence of Section 5.02(a) and 5.2, this Section 7.02. Nothing contained in this Section shall relieve 7.2 and Article VIII and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (First Alert Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(w), the last penultimate sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article 8, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (International Speedway Corp), Agreement and Plan of Merger (International Speedway Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 6.6, Section 6.7, this Section 7.02. Nothing contained in this Section 8.2 and Article 9; provided, however, that no such termination shall relieve any party for Party from any liability or damages resulting from an intentional or willful breach or intentional or willful failure to perform by a Party of the any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger (QRS Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(s), the last penultimate sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall relieve survive such termination, and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Heartport Inc), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Orapharma Inc)
Effect of Termination. (a) In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part and none of Parent, Sub or the Company, other than the provisions any of their respective Subsidiaries or any of the last sentence officers or directors of Section 5.02(a) and this Section 7.02. Nothing contained any of them shall have any liability of any nature whatsoever hereunder, or in this Section shall relieve any party for any breach of connection with the representationstransactions contemplated hereby, warranties, covenants or agreements set forth in this Agreement.except that:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CapStar Financial Holdings, Inc.), Agreement and Plan of Merger (Franklin Financial Network Inc.), Agreement and Plan of Merger (Old National Bancorp /In/)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the Company, other than that the provisions of the last sentence of Section 5.02(a) and 5.8, this Section 7.02. Nothing contained in this 7.2 and Article VIII shall survive such termination, provided, however, that nothing herein (including the payment of any amounts pursuant to Section 5.8 hereof) shall relieve any party from any liability for any willful breach by a party of the any of its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ford Gerald J), Agreement and Plan of Merger (Mafco Holdings Inc), Agreement and Plan of Merger (Golden State Bancorp Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 4.15, Section 5.04, the last sentence of Section 5.02(a) and 7.02, Section 7.07, this Section 7.02. Nothing contained in this Section shall relieve 9.02 and Article IX and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreementthe Operative Agreements.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Duty Free International Inc), Agreement and Plan of Merger (Baa PLC /Fi), Agreement and Plan of Merger (Duty Free International Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(s), Section 3.02(f), the last penultimate sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall relieve survive such termination, and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Overseas Shipholding Group Inc), Agreement and Plan of Merger (Millipore Corp /Ma), Agreement and Plan of Merger (Serologicals Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Parent and Merger Sub or the Company, other than except that (a) the provisions of the last sentence of Section 5.02(a) and 7.1, Section 7.2, this Section 7.02. Nothing contained in this Section 7.3 and Article VIII shall survive termination and (b) nothing herein shall relieve any party from liability for any willful breach of the representations, warranties, covenants this Agreement or agreements set forth in this Agreementfor fraud.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Watchguard Technologies Inc), Agreement and Plan of Merger (Onyx Software Corp/Wa), Agreement and Plan of Merger (Corixa Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.14, the last sentence of Section 5.02(a) and 6.02, Section 6.07, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the representationsrepresenta tion, warranties, covenants warranty or agreements covenant set forth in this any Transaction Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Genovese Leonard), Agreement and Plan of Merger (Genovese Drug Stores Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of Sections 2.19, 3.10, the last penultimate sentence of Section 5.02(a) 5.02, 5.12, 8.02 and 8.07 hereof, and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Applera Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company Company, Parent or Parent Purchaser as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Purchaser or the Company, other than the provisions of the last sentence of Section 5.02(a) and 5.02, Section 5.05, Section 5.08, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions survive such termination; provided, however, that nothing herein shall relieve any party from any liability for any willful and material breach by such party of the any of its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Escrow Agreement (Golden State Vintners Inc), Escrow Agreement (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc)
Effect of Termination. In the event of a termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except with respect to the last sentence of Section 5.02(a) and 1.02(c), Section 4.18, Section 5.06, Section 7.05, this Section 7.02. Nothing contained in this Section 9.02 and Article X; provided, however, that nothing herein shall relieve any party for liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Graphic Industries Inc), Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Wallace Computer Services Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company Subsidiary or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any further liability or obligation on the part of Parent, Sub Parent or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this AgreementSubsidiary.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Computer Software Innovations Inc), Agreement and Plan of Merger (Computer Software Innovations Inc), Agreement and Plan of Merger (Verticalbuyer Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a5.01(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Premier Document Services Inc), Agreement and Plan of Merger (American Construction Co), Agreement and Plan of Merger (Rodobo International Inc)
Effect of Termination. In the event of a ---------------------- termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except with respect to the last sentence of Section 5.02(a) and 1.02(c), Section 4.18, Section 5.06, the last sentence of Section 7.02, Section 7.05, this Section 7.02. Nothing contained in this Section 9.02 and Article X; provided, -------- however, that nothing herein shall relieve any party for liability for any ------- breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of pursuant to the last sentence of Section 5.02(a) and 6.2, Section 6.7, this Section 7.02. Nothing contained 8.2 and Article IX, other than liability for damages incurred in this Section shall relieve the event of a breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this AgreementAgreement or any of the Company Ancillary Agreements except as provided in Section 6.7(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quarterdeck Corp), Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Quarterdeck Corp)
Effect of Termination. In the event of a termination of this the Agreement by either the Company or Parent as provided in Section 7.019.01, this the Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except with respect to the last sentence of Section 5.02(a) and 1.02(c), Section 4.16, Section 5.06, the last sentence of Section 7.02, Section 7.06, this Section 7.02. Nothing contained in this Section 9.02 and Article X; provided, however, that nothing herein shall relieve any party for liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Peak Technologies Group Inc), Agreement and Plan of Merger (Integrated Health Services Inc), Kirkwood Acquisition Corp
Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub Purchaser or the Company, other than the provisions of the last sentence of Section 5.02(a) and Company or their respective officers or directors except for this Section 7.02. Nothing contained in this Section 8.2 and Article VIII; provided, however, that nothing herein shall relieve any party from liability for the intentional material breach of any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synavant Inc), Agreement and Plan of Merger (Dendrite International Inc), Agreement and Plan of Merger (Synavant Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company Seller, Buyer or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Buyer, or the CompanySeller, other than the provisions of the last sentence of in accordance with or as provided in Section 5.02(a) and 7.2, this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement7.3 and Article 8.
Appears in 3 contracts
Samples: Voting Agreement (Alter Robert A), Voting Agreement (Westbrook Real Estate Partners LLC), Voting Agreement (Sunstone Hotel Investors Inc)
Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, Parent or Merger Sub, other than the provisions of the last sentence of Section 5.02(a) and 6.02(a), the last sentence of Section 6.02(b), Section 6.06, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall survive such termination, and no such termination shall relieve any party from any liability for any fraud, intentional misrepresentation or intentional breach of the representations, warranties, covenants any covenant or agreements agreement set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Martin Marietta Materials Inc), Agreement and Plan of Merger (Martin Marietta Materials Inc), Agreement and Plan of Merger (Texas Industries Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(aSections 5.5(a) and 5.5(b), this Section 7.02. Nothing contained in this Section 7.2 and Article 8; provided, however, that no such termination shall relieve any party for Party from any liability or damages resulting from an intentional or willful breach or intentional or willful failure to perform by a Party of the any of its representations, warranties, covenants or other agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Virage Inc), Agreement and Plan of Merger (Virage Inc), Agreement and Plan of Merger (Autonomy Corp PLC)
Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.0113.1, this Agreement neither Company nor Parent shall forthwith become void and have no effect, without any further obligation or liability or obligation on to the part of Parent, Sub or the Company, other than the provisions of party except with respect to the last sentence of Section 5.02(a6.3, Section 13.1(k)(iv) and this Section 7.02. Nothing contained in this Section 13.2; provided, however, that nothing herein shall relieve any party from liability for any willful and material breach of the representationswarranties and representations made by it, warrantiesor willful and material failure in performance of any of its covenants, covenants agreements or agreements set forth in this Agreementobligations hereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bancwest Corp/Hi), Agreement and Plan of Merger (Community First Bankshares Inc), Agreement and Plan of Merger (Bancwest Corp/Hi)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the CompanyCompany or their respective officers or directors, other than except as set forth in Section 5.5(d), Section 7.5 and Article VIII which shall survive termination and except to the provisions extent that such termination results from the breach by a party of the last sentence any of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Align Rite International Inc), Agreement and Plan of Merger (Photronics Inc), Agreement and Plan of Merger (Macdonald James L)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Parent and Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) 6.12, Section 8.1, Section 8.2 and this Section 7.02. Nothing contained in this Section shall relieve 8.3 and except to the extent that such termination results from a breach by a party of any party for any breach of the representations, warranties, its covenants or agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Promotions Com Inc), Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Ivillage Inc)
Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the Company, other than the provisions of Section 3.01(r), Section 3.02(j), the last penultimate sentence of Section 5.02(a) and 5.03, Section 5.08, this Section 7.02. Nothing contained in this Section shall relieve 7.02 and Article VIII, which provisions survive such termination, and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Exhibit 1 Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Olin Corp), Agreement and Plan of Merger (Chase Industries Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.14, Section 4.15, the last sentence of Section 5.02(a) and 6.02(a), Section 6.05, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the representationsrepresentation, warranties, covenants warranty or agreements covenant set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (GRH Holdings, L.L.C.), Agreement and Plan of Merger (Millstream Acquisition Corp), Agreement and Plan of Merger (RGGPLS Holding, Inc.)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence three sentences of Section 5.02(a5.3(b) and this Section 7.02Sections 7.2, 7.3 and 8.2. Nothing contained in this Section shall relieve any party for from any liability resulting from any wilful and material breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sherrill Stephen), Agreement and Plan of Merger (Egan Charles), Agreement and Plan of Merger (Cort Business Services Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Parent and Merger Sub or the Company, other than except that (a) the provisions of the last sentence of Section 5.02(a) and 7.1, Section 7.2, this Section 7.02. Nothing contained in this Section 7.3 and Article VIII shall survive such termination and (b) nothing herein shall relieve any party from liability for specific performance or damages for any material breach of the representations, warranties, covenants this Agreement or agreements set forth for fraud in connection with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Merge Healthcare Inc), Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (AMICAS, Inc.)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyCompany or their directors, officers or stockholders, under this Agreement, other than the provisions of the last sentence of Section 5.02(a) and 7.02(b), Section 7.05, this Section 7.02. Nothing contained in this Section 9.02 and Article X, which provisions shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreementsurvive such termination.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synergx Systems Inc), Agreement and Plan of Merger (Cybex International Inc), Agreement and Plan of Merger (Firecom Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company Seller, Buyer or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Buyer, or the CompanySeller, other than the provisions of the last sentence of in accordance with Section 5.02(a) and 7.2, this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement7.3 and Article 8.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Blackstone Real Estate Acquisitions Iii LLC), Agreement and Plan of Merger (Berkshire Companies Limited Partnership), Agreement and Plan of Merger (Goldman Sachs Group Lp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 5.02, Section 5.07, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall survive such termination; provided, however, that nothing herein shall relieve any party the Company, Parent or Sub from liability for any willful breach of the any of its representations, warranties, covenants or agreements set forth in this AgreementAgreement prior to such termination.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teleflex Inc), Agreement and Plan of Merger (Arrow International Inc), Agreement and Plan of Merger (Teleflex Medical Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.14, Section 4.14, the last sentence of Section 5.02(a) and 6.02, Section 6.07, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the representationsrepresentation, warranties, covenants warranty or agreements covenant set forth in this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WPS Resources Corp), Agreement and Plan of Merger (Peoples Energy Corp)
Effect of Termination. In the event of the termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.018.1, (i) this Agreement shall forthwith become void and have no further force or effect, without any and (ii) there shall be no liability or obligation under this Agreement on the part of Parent, Sub Parent or the Company, Company other than the provisions of the last sentence of Section 5.02(a) 5.6 and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement8.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (It&e International Group), Agreement and Plan of Merger (Lavin Philip T)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01Agreement, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.except that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forterra, Inc.), Agreement and Plan of Merger (Foundation Building Materials, Inc.)
Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.0113.1, this Agreement neither Company nor Parent shall forthwith become void and have no effect, without any further obligation or liability or obligation on to the part of Parent, Sub or other party except under the Company, other than the provisions terms of the last sentence of Confidentiality Agreement, Section 5.02(a13.1(i) and this Section 7.02. Nothing contained 13.2; provided, however, that except as otherwise provided in this Section 13.2 nothing herein shall relieve any party from liability for any willful and material breach of the representationswarranties and representations made by it, warrantiesor willful and material failure in performance of any of its covenants, covenants agreements or agreements set forth in this Agreementobligations hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bottomline Technologies Inc /De/), Agreement and Plan of Merger (Optio Software Inc)
Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in prior to the Effective Time pursuant to the provisions of Section 7.01, this Agreement shall forthwith become void void, and have there shall be no effect, without any liability Liability or further obligation on the part of Parent, the Company or Merger Sub or their respective officers or directors (except as set forth in Sections 5.09 and Article VIII, all of which shall survive the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02termination). Nothing contained in this Section 7.02 shall relieve any party from Liability for any willful and material breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (iVOW, Inc.), Agreement and Plan of Merger (Crdentia Corp)
Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.019.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub Parent or the Company, other than the provisions of the last sentence of Section 5.02(a) and Company or their respective officers or directors except with respect to this Section 7.02. Nothing contained 9.2 and Article X; provided that, except as set forth in the following sentence, termination of this Section Agreement shall not relieve any party from any liability for any willful breach of the representations, warranties, covenants any covenant or agreements set forth agreement or willful breach of any representation or warranty in this AgreementAgreement occurring prior to termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cowen Group, Inc.), Agreement and Plan of Merger (Labranche & Co Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company Companies or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Companyany party, other than the provisions of the last sentence of Section 5.02(a) 5.04(a), Section 5.08, Section 5.13 and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.Section
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Crossing LTD), Agreement and Plan of Merger (Global Crossing Holdings LTD)
Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent or Purchaser as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Purchaser or the Company, other than the provisions of the last sentence of this Article VIII and as provided in Section 5.02(a) 9.1 and this Section 7.02. Nothing contained in this Section except that nothing herein shall relieve any party for any breach of the any of its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hilltopper Holding Corp), Agreement and Plan of Merger (Warburg Pincus Equity Partners Lp)
Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01Article 8, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Purchaser or the Company, other than the provisions of this Section 8.2 and Section 6.6(c), the last sentence of Section 5.02(a) 6.15(a), and this Section 7.02. Nothing contained in this Section Article 9; provided, however, that no termination shall relieve any party for to this Agreement from any liability or damages from a willful breach by that party of the any of its representations, warranties, warranties or covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Bioreliance Corp)
Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.018.01, this Agreement shall forthwith become void and have void, there shall be no effect, without any liability or obligation under this Agreement on the part of Parent, Sub Parent or the Company, other than the provisions of the last sentence of Section 5.02(a) and 6.03, this Section 7.02. Nothing contained in this 8.02 and Section shall relieve 8.05, and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fort Howard Corp), Agreement and Plan of Merger (James River Corp of Virginia)
Effect of Termination. In the event of termination of ---------------------- this Agreement by either the Company or Parent as provided in Section 7.014.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.4.02 and Article V.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cox Communications Inc /De/), Agreement and Plan of Merger (Primestar Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last penultimate sentence of Section 5.02(a) 6.02(a), Sections 6.05 and 8.02, this Section 7.02. Nothing contained in this Section 8.03 and Article IX, which provisions shall survive such termination; provided that nothing herein shall relieve any party from any liability for any willful breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Guilford Pharmaceuticals Inc)
Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the second to last sentence of Section 5.02(a) and 6.02, Section 6.06, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall survive such termination, and no such termination shall relieve any party from any liability for any breach fraud or Knowing and Intentional Breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Virginia Corp), Agreement and Plan of Merger (Denbury Resources Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyCompany or their respective officers or directors; provided, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section however, that nothing herein shall relieve any party from liability for any the willful breach of the any of its representations, warranties, covenants or agreements set forth in this AgreementAgreement arising prior to the Termination Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp), Agreement and Plan of Merger (Airxcel Inc)
Effect of Termination. In the event of termination of ---------------------- this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions first sentence of Section 3.15, Section 4.08, the last sentence of Section 5.02(a) and 6.02(a), Section 6.07, Section 6.12, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve any party survive such termination, and except for any liability arising from the material breach by a party of the representationsany representation, warranties, covenants warranty or agreements covenant set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Weyerhaeuser Co), Agreement and Plan of Merger (Tj International Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the CompanyCompany under this Agreement, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this 8.2, Section 8.3, Section 8.4 and Article IX, which provisions shall survive such termination; provided, however, that no such termination shall relieve any party for hereto from any liability or damages resulting from the willful breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pixar \Ca\), Agreement and Plan of Merger (Walt Disney Co/)
Effect of Termination. In the event of termination of this Agreement by either the Seller or the Company or Parent as provided in Section 7.015.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub the Company or the CompanySeller, other than the provisions of the last sentence of Section 5.02(a4.01 (a) and this Section 7.026.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Big Time Holdings, Inc.), Share Exchange Agreement (Big Time Holdings, Inc.)
Effect of Termination. (a) In the event of termination of this Agreement by either the Company Conectiv or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub Parent or Conectiv or their respective officers or directors except with respect to the Company, other than the provisions of the last third sentence of Section 5.02(a) and 5.3, Section 5.7, this Section 7.02. Nothing contained in this Section 7.2 and Article VIII; provided, however, that nothing herein shall relieve any party from liability for any the willful breach of the any of its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Conectiv)
Effect of Termination. In the event of a termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except with respect to the last sentence of Section 5.02(a) and 1.02(c), Section 4.16, Section 5.06, the last sentence of Section 7.02, Section 7.06, this Section 7.02. Nothing contained in this Section 9.02 and Article X; provided, however, that nothing herein shall relieve any party for liability for any wilful breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edmark Corp), Agreement and Plan of Merger (International Business Machines Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent or Purchaser as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Purchaser, or the Company, other than the provisions of the last sentence of Section 5.02(a) and 6.4, this Section 7.02. Nothing contained 8.2, Section 8.3, and Article IX; provided that, subject to the limitations set forth in this Section 8.4, nothing herein shall relieve any party from liability for fraud or any willful and material breach of the representations, warranties, covenants or agreements set forth in this AgreementAgreement prior to termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Akorn Inc), Agreement and Plan of Merger (Hi Tech Pharmacal Co Inc)
Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 4.18 (Brokers), Section 5.08 (Brokers), the last sentence of Section 5.02(a) and 7.03, this Section 7.02. Nothing contained in this Section shall 9.02 and Article X, except that nothing herein will relieve any party from liability for any willful breach of the representationsany representation, warranties, covenants warranty or agreements covenant set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oshkosh B Gosh Inc), Agreement and Plan of Merger (Carters Inc)
Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, Parent or Merger Sub, other than the provisions of the last sentence of Section 5.02(a) and 6.02(b), Section 6.05, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall survive such termination, and no such termination shall relieve any party from any liability for any fraud, intentional misrepresentation or intentional breach of the representations, warranties, covenants any covenant or agreements agreement set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jefferies Financial Group Inc.), Agreement and Plan of Merger (Homefed Corp)
Effect of Termination. In the event of termination of this --------------------- Agreement by either the Company or Parent or Purchaser as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Purchaser or the Company, other than the provisions of the last sentence of Section 5.02(a) and 4.1(t), Section 6.2, this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of 8.2 and Article IX and except to the representations, warranties, covenants or agreements set forth in this Agreement.extent
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interlink Computer Sciences Inc), Agreement and Plan of Merger (Sterling Software Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last penultimate sentence of Section 5.02(a) 6.02(a), Sections 6.05 and 8.02, this Section 7.02. Nothing contained in this Section 8.03 and Article IX, which provisions shall survive such termination; provided that nothing herein shall relieve any party from any liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreementwillful breach.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc), Agreement and Plan of Merger (Pacificare Health Systems Inc /De/)
Effect of Termination. (a) In the event of a termination of this Agreement by either the Company or Parent as provided in Section 7.0110.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub Merger Subsidiary or the CompanyCompany or their respective officers or directors, other than the provisions of the last sentence of except with respect to Section 5.02(a) and 8.4, this Section 7.02. Nothing contained in this Section 10.2 and Article XI; provided, however, that nothing herein shall relieve any party for liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof occurring prior to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compucom Systems Inc), Agreement and Plan of Merger (Safeguard Scientifics Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(u), Section 4.01(e), the last sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which shall relieve survive any such termination, and except to the extent that such termination results from a material breach by a party for of any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Crossworlds Software Inc)
Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent Company, as provided in Section 7.018.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation hereunder on the part of Parent, Sub or the Company, other than the provisions of Parent or Sub or their respective officers or directors (except as set forth in the last sentence of Section 5.02(a) 1.02(c), Section 3.5, Section 4.20, the last two sentences of Section 6.2 and this Section 7.02. Nothing 6.3, which shall survive the termination); provided, however, that nothing contained in this Section 8.2 shall relieve any party hereto from any liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Commonwealth Inc), Agreement and Plan of Merger (Floss Acquisitions Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last penultimate sentence of Section 5.02(a) and 6.1(a), Section 6.6, this Section 7.02. Nothing contained in this 8.2, Section 8.3 and Article IX, which provisions shall survive such termination; provided, however, that, subject to Section 8.3(e), nothing herein shall relieve any party the Company, Parent or Merger Sub from liability for any willful and material breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Assumption Agreement (Bristol Myers Squibb Co), Agreement and Plan of Merger (Amylin Pharmaceuticals Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last penultimate sentence of Section 5.02(a) 6.02(a), Sections 6.05 and 8.02, this Section 7.02. Nothing contained in this Section 8.03 and Article IX, which provisions shall survive such termination; provided that nothing herein shall relieve any party from any liability for any material breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Retirement Corp), Agreement and Plan of Merger (Brookdale Senior Living Inc.)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence two sentences of Section 5.02(a) 5.04(a), Section 5.08, Section 5.12, Section 5.14, Section 5.16, Section 5.19 and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charterhouse Equity Partners Ii Lp), Agreement and Plan of Merger (Designer Holdings LTD)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation Liability on the part of Parent, Parent and Merger Sub or the Company, other than except that (a) the provisions of the last sentence of Section 5.02(a) and 7.1, Section 7.2, this Section 7.02. Nothing contained in this Section 7.3 and Article VIII shall survive termination and (b) nothing herein shall relieve any party from Liability for any willful breach of the representations, warranties, covenants this Agreement or agreements set forth in this Agreementfor fraud.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Trubion Pharmaceuticals, Inc), Agreement and Plan of Merger and Reorganization (Emergent BioSolutions Inc.)
Effect of Termination. (a) In the event of a termination of this Agreement by either the Company KeySpan or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Merger Sub or the CompanyKeySpan or their respective officers or directors, other than the provisions of the last sentence of except with respect to Section 5.02(a) and 3.1(l), Section 3.2(g), Section 5.7, this Section 7.02. Nothing contained in this Section 7.2 and Article VIII; provided, however, that nothing herein shall relieve any party for liability for any willful or knowing breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Grid PLC), Agreement and Plan of Merger (Keyspan Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company Target or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyTarget, other than the provisions of Section 3.01(o), Section 4.02(e), the last sentence of Section 5.02(a) and 5.02, Section 5.07, this Section 7.02. Nothing contained in this Section shall relieve 7.02 and Article VIII, which provisions survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Houghton Mifflin Co), Agreement and Plan of Merger (Vivendi Universal)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability Liability or obligation on the part of Parent, Sub Parent or the CompanyCompany or their respective subsidiaries, other than the provisions officers or directors except (A) with respect to Section 5.4, Section 5.8, this Section 7.2 and Article 10 and (B) with respect to any liabilities or damages incurred or suffered by a party as a result of the last sentence willful and material breach by the other party of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the its representations, warranties, covenants or other agreements set forth in this Agreement or any Ancillary Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tessera Technologies Inc), Agreement and Plan of Merger (Tessera Technologies Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability Liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section 8.02 and Article X, which provisions shall relieve survive such termination, and except to the extent that such termination results from a material breach by a party of any party for any breach of the its representations, warranties, warranties or covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opticare Health Systems Inc), Agreement and Plan of Merger (Refac)
Effect of Termination. In the event of a termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except with respect to the last sentence of Section 5.02(a) and 1.02(c), Section 5.06, the last sentence of Section 7.02, Section 7.07, Section 9.01, this Section 7.02. Nothing contained in this Section 9.02 and Article X; provided, however, that nothing herein shall relieve any party for liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chase Venture Capital Associates L P), Agreement and Plan of Merger (Johnson & Johnson)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any further liability or obligation on the part of Parent, Sub or the Company, or any director, officer, employee or stockholder thereof, other than the confidentiality provisions of Sections 5.2(b) and (c) and the provisions of Sections 3.1(i), 3.2(d), 5.6, 7.3, 8.2, 8.3, the proviso of the last sentence of Section 5.02(a) 8.1 and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this AgreementArticle IX.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (El Paso Energy Corp/De), Agreement and Plan of Merger (Crystal Gas Storage Inc)
Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in prior to the Effective Time pursuant to the provisions of Section 7.018.01, this Agreement shall forthwith become void void, and have there shall be no effect, without any liability Liability or further obligation on the part of Parent, the Company or Merger Sub or their respective officers or directors (except as set forth in Sections 6.04(c), 6.09 and Article IX, all of which shall survive the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02termination). Nothing contained in this Section 8.02 shall relieve any party from Liability for any willful and material breach of the representations, warranties, covenants or agreements set forth in this Agreement.. Table of Contents ARTICLE IX
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Allergan Inc)
Effect of Termination. (a) In the event of a termination of this Agreement by either the Company or Parent or Sub as provided in Section 7.019.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except with respect to the last sentence of Section 5.02(a) and 1.02(c), Section 4.18, Section 5.05, the last sentence of Section 7.02, Section 7.07, this Section 7.02. Nothing contained in this Section 9.02 and Article X; provided, however, that nothing herein shall relieve any party for liability for any wilful breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Yurie Systems Inc)
Effect of Termination. In the event of termination of ---------------------- this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 3.16, Section 4.06, Section 6.02, Section 6.07, this Section 7.02. Nothing contained in this Section shall relieve 8.02 and Article IX and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the representationsrepresenta tion, warrantieswarranty, covenants covenant or agreements obligation set forth in this any Transaction Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Union Texas Petroleum Holdings Inc), Rights Agreement (Atlantic Richfield Co /De)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 6.02, Section 6.06, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall survive such termination; provided, however that nothing herein shall relieve any party the Company, Parent or Sub from liability for any willful and material breach of the any of its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ihop Corp), Agreement and Plan of Merger (Applebees International Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and ), Section 5.06, this Section 7.02. Nothing contained in this , Section 7.03 and Article VIII; provided, however, that no such termination shall relieve any party for hereto from any liability or damages resulting from a wilful breach by a party of the any of its representations, warranties, warranties or covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Water Works Company, Inc.), Agreement and Plan of Merger (Rwe Aktiengesellschaft /Adr/)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(n), Section 3.02(h), the last sentence of Section 5.02(a) and ), this Section 7.02, Section 8.02 and Section 8.07. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Stock Option Agreement (Perkin Elmer Corp), Agreement and Plan of Merger (Perseptive Biosystems Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(s), the last sentence of Section 5.02(a) and 5.04, Section 5.08, Section 5.09, this Section 7.02. Nothing contained in this Section shall relieve 7.02 and Article VIII and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unison Software Inc), Agreement and Plan of Merger (International Business Machines Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyCompany or their directors, officers or stockholders, under this Agreement, other than the provisions of the last sentence of Section 5.02(a) and 6.02(b), Section 6.05, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreementsurvive such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hirsch International Corp), Agreement and Plan of Merger (Hirsch International Corp)
Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, Parent or Merger Sub, other than the provisions of the last sentence of Section 5.02(a) and 6.02, Section 6.06, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall survive such termination, and no such termination shall relieve any party from any liability for any statement, act or failure to act by such party that it intended to be a misrepresentation or a breach of the representations, warranties, covenants any covenant or agreements agreement set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centurylink, Inc), Agreement and Plan of Merger (SAVVIS, Inc.)
Effect of Termination. In the event of termination of If this Agreement is terminated by either the Company or the Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub the Parent or the Company, other than except to the provisions extent that such termination results from the willful and material breach by a party of the last sentence any of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement. The Confidentiality Agreement, the final sentence of Section 5.6, Section 5.10, this Section 7.2 and Article 8 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Printcafe Software Inc), Agreement and Plan of Merger (Electronics for Imaging Inc)
Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.019.1, this Agreement shall will forthwith become void and have no effect, without any liability or obligation on the part of the Company or Parent, Sub or the Company, other than the provisions of Section 4.22, Section 5.23, the last sentence of Section 5.02(a) and 7.1, Section 7.9, Section 7.11, this Section 7.02. Nothing contained in this 9.2, Section shall relieve 9.5 and Article X, which provisions will survive such termination; provided, however, that nothing herein relieves any party from any liability for any material breach by such party of the any of its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Allen Telecom Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability Liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 6.02, Section 6.08, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall survive such termination; provided, however, that nothing herein shall relieve any party the Company, Parent or Merger Sub from liability for any fraud or willful breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Orthovita Inc)
Effect of Termination. (a) In the event of termination of this Agreement by either the Company Company, Merger Sub or Parent as provided in pursuant to Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, Company other than under the provisions of the last sentence this Article IX, which provisions shall survive such termination; provided that no such termination results from a willful breach by a party of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the its representations, warranties, warranties or covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Riviera Holdings Corp), Agreement and Plan of Merger (Isle Investors LLC)
Effect of Termination. In the event of a termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions except with respect to any breach of any provision of this Agreement prior to such termination and except that the last sentence of Section 5.02(a) 6.02 and this Section 7.02. Nothing contained all of Sections 6.05 and 6.06 shall continue in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreementeffect.
Appears in 2 contracts
Samples: Conformed Copy (Zurich Insurance Co), Conformed Copy (Zurich Reinsurance Centre Holdings Inc)
Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.018.1, this Agreement shall forthwith become void and have void, there shall be no effect, without any liability or obligation under this Agreement on the part of Parent, Sub Parent or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this 8.2 and Section shall relieve 8.5, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Instrument Corp), Agreement and Plan of Merger (Motorola Inc)
Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in prior to the Effective Time pursuant to the provisions of Section 7.01, this Agreement shall forthwith become void void, and have there shall be no effect, without any liability Liability or further obligation on the part of Parent, the Company or Merger Sub or their respective officers or directors (except as set forth in Sections 5.05(c), 5.10 and Article VIII, all of which shall survive the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02termination). Nothing contained in this Section 7.02 shall relieve any party from Liability for any willful and material breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inamed Corp), Agreement and Plan of Merger (Medicis Pharmaceutical Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Newco or the Company, other than the provisions of Section 4.01(n), Section 4.02(e), the last sentence of Section 5.02(a) and 6.02(a), this Section 7.028.02, Section 9.02, Section 9.07 and 9.08. Nothing contained in this Section shall relieve any party of any liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atlas Copco North America Inc), Agreement and Plan of Merger (Prime Service Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company Target or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyTarget, other than the provisions of Section 3.01(o), the last sentence of Section 5.02(a) and 5.04, Section 5.09, this Section 7.02. Nothing contained in this Section shall relieve 7.02 and Article VIII, which provisions survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (24/7 Media Inc), Agreement and Plan of Merger (Exactis Com Inc)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 4.01(o), Section 4.02(d), the last sentence of Section 5.02(a) and 6.02, Section 6.08, this Section 7.02. Nothing contained in this Section shall relieve 8.02 and Article IX and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreementthe Operative Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tomkins PLC), Agreement and Plan of Merger (Stant Corp)
Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no further force or effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Von Hoffmann Holdings Inc), Agreement and Plan of Merger (Aki Inc)
