Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 147 contracts
Sources: Master Distribution Agreement (Nixxy, Inc.), Separation Agreement (Mallinckrodt PLC), Separation and Distribution Agreement (Mdu Resources Group Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no Party none of the Parties (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.
Appears in 36 contracts
Sources: Employee Matters Agreement (MIDDLEBY Corp), Employee Matters Agreement (Honeywell Aerospace Inc.), Employee Matters Agreement (Middleby Food Processing, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no neither Party (nor any member of its directors, officers their Group or employeesany of their respective directors or officers) shall have any Liability or further obligation to the other Party by reason or any member of its Group under this AgreementAgreement or the Ancillary Agreements.
Appears in 30 contracts
Sources: Separation and Distribution Agreement (Versigent PLC), Separation and Distribution Agreement (Versigent LTD), Separation and Distribution Agreement (Costamare Bulkers Holdings LTD)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of under this AgreementAgreement or the Ancillary Agreements.
Appears in 26 contracts
Sources: Separation and Distribution Agreement (Healthy Choice Wellness Corp.), Separation and Distribution Agreement (Healthy Choice Wellness Corp.), Separation and Distribution Agreement (Synaptogenix, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no Party party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of party with respect to this Agreement.
Appears in 18 contracts
Sources: Master Ownership and License Agreement, Master Ownership and License Agreement (Kraft Foods Group, Inc.), Master Ownership and License Agreement (Kraft Foods Group, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no neither Party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 18 contracts
Sources: Separation Agreement (NorthStar Realty Europe Corp.), Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (NorthStar Realty Europe Corp.)
Effect of Termination. In the event of any termination of this Agreement prior to the Distribution Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 12 contracts
Sources: Separation and Distribution Agreement (Istar Inc.), Separation and Distribution Agreement (Star Holdings), Merger Agreement (Istar Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 12 contracts
Sources: Separation Agreement (DreamWorks Animation SKG, Inc.), Distribution Agreement (NCR Corp), Separation and Distribution Agreement (Penwest Pharmaceuticals Co)
Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Effective TimeDistribution, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 11 contracts
Sources: Contribution and Distribution Agreement (Imperial Petroleum Inc./Marshall Islands), Contribution and Distribution Agreement (C3is Inc.), Contribution and Distribution Agreement (C3is Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers officers, members or employeesmanagers) shall have any Liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 11 contracts
Sources: Global Separation Agreement, Separation Agreement, Stock and Asset Purchase and Sale Agreement (Endurance Specialty Holdings LTD)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 11 contracts
Sources: Separation Agreement (Option Therapeutics Inc.), Separation Agreement (Option Therapeutics Inc.), Separation and Distribution Agreement
Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Effective TimeDistribution, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 10 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (Automatic Data Processing Inc), Separation and Distribution Agreement (Dealer Services Holdings LLC)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no Party none of the Parties (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.
Appears in 7 contracts
Sources: Employee Matters Agreement (Fedex Corp), Employee Matters Agreement (FedEx Freight Holding Company, Inc.), Employee Matters Agreement (FedEx Freight Holding Company, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the any other Party by reason of this Agreement.
Appears in 7 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (PENTAIR PLC), Separation and Distribution Agreement (nVent Electric PLC)
Effect of Termination. In the event of any termination of this Agreement prior to the First Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the any other Party by reason of this Agreement.
Appears in 7 contracts
Sources: Separation and Distribution Agreement (Raytheon Technologies Corp), Separation and Distribution Agreement (Carrier Global Corp), Separation and Distribution Agreement (Otis Worldwide Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeSeparation, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of under this AgreementAgreement or the Ancillary Agreements.
Appears in 7 contracts
Sources: Separation Agreement (Concentra Group Holdings Parent, Inc.), Separation Agreement (Select Medical Holdings Corp), Separation Agreement (Concentra Group Holdings Parent, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers officers, employees or employeesagents) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 6 contracts
Sources: Intellectual Property Agreement (Ingevity Corp), Separation and Distribution Agreement (Ingevity Corp), Separation and Distribution Agreement (Ingevity Corp)
Effect of Termination. In the event of any Upon termination of this Agreement, each Party shall no longer thereafter have any further liability or obligation to the other Party under this Agreement, excepting any claims, liabilities or damages that arose under this Agreement prior to the Effective Time, no Party (nor any date of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreementtermination.
Appears in 6 contracts
Sources: Investor Rights Agreement (Foremost Clean Energy Ltd.), Investor Rights Agreement (Foremost Clean Energy Ltd.), Investment Agreement (Nouveau Monde Graphite Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeSeparation Closing, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of under this AgreementAgreement or the Ancillary Agreements.
Appears in 6 contracts
Sources: Separation Agreement (MiniMed Group, Inc.), Separation Agreement (MiniMed Group, Inc.), Separation Agreement (Kenvue Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no neither Party (nor any member of its directors, officers their Group or employeesany of their respective directors or officers) shall have any Liability or further obligation to the other Party by reason or any member of its Group under this Agreement, the Ancillary Agreements or the Ongoing Relationship Agreements.
Appears in 5 contracts
Sources: Separation and Distribution Agreement (Resideo Technologies, Inc.), Separation and Distribution Agreement (Resideo Technologies, Inc.), Separation and Distribution Agreement (Resideo Technologies, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party party hereto (nor any of its directors, trustees, officers or employees) shall have any Liability or further obligation to the any other Party party hereto by reason of this Agreement.
Appears in 5 contracts
Sources: Separation and Distribution Agreement (Vornado Realty Lp), Separation and Distribution Agreement (JBG SMITH Properties), Master Transaction Agreement (JBG SMITH Properties)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Time pursuant to Section 7.01, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of party or third party with respect to this Agreement.
Appears in 5 contracts
Sources: Separation Agreement (Alberto Culver Co), Separation and Distribution Agreement (APP Pharmaceuticals, Inc.), Separation Agreement (Marshall & Ilsley Corp/Wi/)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 5 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (SLM Corp), Separation and Distribution Agreement (Navient Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Arrangement Effective TimeDate, this Agreement shall become null and void and no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party or any member of the other Party’s Group by reason of this AgreementAgreement or the Ancillary Agreements.
Appears in 5 contracts
Sources: Separation Agreement (Lionsgate Studios Corp.), Separation Agreement (Lionsgate Studios Corp.), Separation Agreement (Lionsgate Studios Holding Corp.)
Effect of Termination. In the event of any termination of this Agreement prior to in accordance with Section 17.01, none of the Effective Time, no Party Parties (nor or any of its directors, officers their directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.
Appears in 4 contracts
Sources: Employee Matters Agreement (Ashland LLC), Employee Matters Agreement (Valvoline Inc), Employee Matters Agreement (Valvoline Inc)
Effect of Termination. In If this Agreement is terminated, no party will have any liability or further obligation to any other party to the event Agreement, except for any liability arising out of any termination knowing, willful or fraudulent breach of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreementsuch termination.
Appears in 4 contracts
Sources: Stock Purchase Agreement (General Components, Inc.), Asset Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (Shanghai Century Acquisition Corp)
Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Effective TimeDistribution, no Party (nor or any member of its Group or any of its directors, officers or employeesits Group's directors or officers) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 4 contracts
Sources: Separation and Distribution Agreement (Piper Jaffray Companies), Separation and Distribution Agreement (Piper Jaffray Companies), Separation and Distribution Agreement (Piper Jaffray Companies)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no Party (nor or any member of its Group or any of its directors, officers or employeestheir respective directors or officers) shall will have any Liability or further obligation to the any other Party by reason (or any member of its Group) with respect to this AgreementAgreement or such Transaction Document or Transfer Document.
Appears in 4 contracts
Sources: Separation and Distribution Agreement (Laboratory Corp of America Holdings), Separation and Distribution Agreement (Fortrea Holdings Inc.), Separation and Distribution Agreement (Fortrea Holdings Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of party with respect to this Agreement.
Appears in 4 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement, Separation and Distribution Agreement (Comcast Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no neither Party (nor any other member of its directors, officers Group or employeesany of its directors or officers) shall have any Liability or further obligation to the other Party by reason or any other member of its Group under this AgreementAgreement or the Ancillary Agreements.
Appears in 4 contracts
Sources: Separation and Distribution Agreement (CompoSecure, Inc.), Separation and Distribution Agreement (Resolute Holdings Management, Inc.), Separation and Distribution Agreement (Resolute Holdings Management, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Timein whole or in part, no Party (nor or any of its directors, officers officers, members or employeesmanagers) shall have any Liability or further obligation to the any other Party by reason with respect to the portions of this Agreementthe Agreement so terminated.
Appears in 4 contracts
Sources: Separation Agreement (Cellectis S.A.), Separation Agreement (Cellectis S.A.), Separation Agreement (Calyxt, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, this Agreement shall become null and void and no Party (nor any member of its directors, officers Group or employeesany of its Representatives or Affiliates) shall have any Liability or further obligation to the other Party or any member of its Group by reason of this AgreementAgreement or the Ancillary Agreements.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (ZimVie Inc.), Separation and Distribution Agreement (Zimmer Biomet Holdings, Inc.), Separation and Distribution Agreement (ZimVie Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party party (nor or any of its directors, officers directors or employeesofficers) shall will have any Liability or further obligation to the any other Party by reason of party with respect to this Agreement.
Appears in 3 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (Marriott International Inc /Md/), Separation and Distribution Agreement (Marriott Vacations Worldwide Corp)
Effect of Termination. In the event of any Upon termination of this Agreement prior to the Effective TimeAgreement, no Party (nor except for any rights any party may have in respect of any breach by any other party of its directorsobligations hereunder, officers or employees) none of the parties hereto shall have any Liability or further obligation to the other Party by reason of this Agreementor liability hereunder.
Appears in 3 contracts
Sources: Support Agreement (Metavante Technologies, Inc.), Support Agreement (Fidelity National Information Services, Inc.), Support Agreement (Wpm, L.P.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeClosing, no neither Party (nor any other member of its directors, officers Group or employeesany of their respective directors or officers) shall have any Liability or further obligation to the other Party by reason or any member of its Group under this AgreementAgreement or the Ancillary Agreements.
Appears in 3 contracts
Sources: Separation Agreement (Vista Outdoor Inc.), Separation Agreement (Revelyst, Inc.), Separation Agreement (Vista Outdoor Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date pursuant to Section 9.01, no Party to this Agreement (nor or any of its directors, officers or employeesRepresentatives) shall have any Liability or further obligation to the any other Party by reason of or third party with respect to this Agreement, except as provided in the Merger Agreement.
Appears in 3 contracts
Sources: Separation Agreement (CIPAR Inc.), Separation Agreement (Cohesant Technologies Inc), Separation Agreement (DMRC Corp)
Effect of Termination. In the event of any termination of this Agreement pursuant to Section 12.01 prior to the Effective TimeClosing, no and except as provided in the Merger Agreement, neither Party (nor any of its directors, officers or employees) Affiliates shall have any Liability liability or further obligation to the other Party by reason or any of its Affiliates under this AgreementAgreement or in respect of the transactions contemplated hereby.
Appears in 3 contracts
Sources: Separation Agreement (Essendant Inc), Separation Agreement (Genuine Parts Co), Separation Agreement (Essendant Inc)
Effect of Termination. In the event of any termination of this Agreement prior to in accordance herewith, none of the Effective Time, no Party Parties (nor or any of its directors, officers their directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.
Appears in 3 contracts
Sources: Employee Matters Agreement, Employee Matters Agreement (Asv Holdings, Inc.), Employee Matters Agreement (A.S.V., LLC)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, this Agreement and all Ancillary Agreements shall become void and no Party (nor any of its Affiliates, directors, officers or employees) shall have any Liability or further obligation to the any other Party (or any of its Affiliates) by reason of this Agreement.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Yum Brands Inc), Separation and Distribution Agreement (Yum China Holdings, Inc.), Separation and Distribution Agreement (Yum China Holdings, Inc.)
Effect of Termination. In the event of any termination of this Agreement or any Ancillary Agreement prior to consummation of the Effective TimeDistribution, no neither Party (nor any of its directors, directors or officers or employeesmember of such Party’s Group) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 3 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (Twenty-First Century Fox, Inc.), Separation and Distribution Agreement (New Newscorp LLC)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, this Agreement and all Ancillary Agreements will become void and no Party (nor any of its Affiliates, directors, officers or employees) shall will have any Liability or further obligation to the other Party (or any of its Affiliates) by reason of this Agreement.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Cognyte Software Ltd.), Separation and Distribution Agreement (Cognyte Software Ltd.), Separation and Distribution Agreement (Sunpower Corp)
Effect of Termination. In the event of any termination of this Agreement prior pursuant to the Effective TimeSection 10.1, no Party (nor or any member of its Group or any of its directors, officers or employeesits Group’s directors or officers) shall have any Liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 3 contracts
Sources: Master Separation Agreement (Lazard LTD), Master Separation Agreement (Lazard LTD), Master Separation Agreement (LAZ-MD Holdings LLC)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date pursuant to Section 9.01, no Party to this Agreement (nor or any of its directors, officers or employeesRepresentatives) shall have any Liability or further obligation to the any other Party by reason of or third party with respect to this Agreement.
Appears in 2 contracts
Sources: Separation Agreement (Walt Disney Co/), Separation Agreement (Citadel Broadcasting Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, trustees, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Urban Edge Properties), Separation and Distribution Agreement (Urban Edge Properties)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party hereto (nor or any of its directors, officers directors or employeesofficers) shall have any Liability liability or further obligation to the any other Party by reason party to this Agreement, except that nothing herein will relieve any party from liability for any breach of this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Dames & Moore Inc /De/), Stock Purchase Agreement (Rwe Aktiengesellschaft /Adr/)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party (nor or any directors or officers of its directors, officers or employeessuch party) shall have any Liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Moneygram International Inc), Separation and Distribution Agreement (Moneygram International Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, this Agreement and all Ancillary Agreements shall become void and no Party (nor any of its Affiliates, directors, officers or employees) shall have any Liability or further obligation to the other Party (or any of its Affiliates) by reason of this Agreement.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Silver Bull Resources, Inc.), Separation and Distribution Agreement (Arras Minerals Corp.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of this Agreementparty.
Appears in 2 contracts
Sources: Separation Agreement (American Water Capital Corp.), Separation Agreement (American Water Works Company, Inc.)
Effect of Termination. In the event of any termination of If this Agreement prior to the Effective Timeis terminated, no Party (nor party has any of its directors, officers or employees) shall have any Liability liability or further obligation to unless the other Party by reason termination was a result of this Agreementsuch party’s
(a) breach;
(b) violation of its duties, obligations, representations, or warranties; or
(c) fraud, bad faith, or willful misconduct.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Rockford Corp), Asset Purchase Agreement (Rockford Corp)
Effect of Termination. In Except as otherwise set forth herein, in the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers officers, members or employeesmanagers) shall have any Liability liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 2 contracts
Sources: Information Sharing and Cooperation Agreement (Fox Factory Holding Corp), Information Sharing and Cooperation Agreement (Fox Factory Holding Corp)
Effect of Termination. In the event of any termination of this Agreement prior pursuant to the Effective TimeSection 7.01, no Party (nor or any of its directors, officers Subsidiaries or employeesany of their respective Representatives) shall have any Liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 2 contracts
Sources: Separation Agreement (BGC Partners, Inc.), Separation Agreement (Espeed Inc)
Effect of Termination. In the event of any termination of this Agreement pursuant to Section 15.01 prior to the Effective TimeClosing, no and except as provided in the Merger Agreement, neither Party (nor any of its directors, officers or employees) Affiliates shall have any Liability liability or further obligation to the other Party by reason or any of its Affiliates under this AgreementAgreement or in respect of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Separation Agreement, Separation Agreement (Lockheed Martin Corp)
Effect of Termination. In the event of any termination of this Agreement prior pursuant to the Effective TimeSection 10.1, no Party (nor or any member of its Group or any of its directors, officers or employeesits Group’s directors or officers) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 2 contracts
Sources: Master Separation Agreement (Lazard LTD), Master Separation Agreement (Lazard LTD)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Timesuch termination, no Party (nor any of its directors, officers or employees) shall have any Liability obligation or further obligation liability to the any other Party by reason of in respect to this Agreement, except for any willful breach of contract occurring prior to such termination.
Appears in 2 contracts
Sources: Investment Agreement (Shaw Group Inc), Investment Agreement (Shaw Group Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time--------------------- Agreement, no Party (nor or any of its directors, officers officers, employees or employeesagents) shall have any Liability liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 2 contracts
Sources: Cooperation Agreement (Patriot American Hospitality Operating Co\de), Cooperation Agreement (Wyndham International Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of this Agreementparty as a result hereof.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (At&t Wireless Services Inc), Separation and Distribution Agreement (At&t Wireless Services Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no neither Party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason Party. Table of this Agreement.Contents
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason party as a result of this Agreement.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Genesis Healthcare Corp), Separation and Distribution Agreement (Genesis Healthcare Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no neither Party (nor any other member of its directors, officers Group or employeesany of their respective directors or officers) shall have any Liability or further obligation to the other Party by reason or any member of its Group under this AgreementAgreement or the Ancillary Agreements.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Outdoor Products Spinco Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDirect Listing Date, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of under this AgreementAgreement or the Ancillary Agreements.
Appears in 1 contract
Effect of Termination. In the event of any termination of this Agreement prior pursuant to the Effective TimeSection 10.1, no Party (nor or any member of its Group or any of its directors, officers or employeesits Group's directors or officers) shall have any Liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 1 contract
Sources: Master Separation Agreement (Wasserstein Bruce Jay)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Timesuch termination, no Party (nor any of its directors, officers or employees) shall have any Liability obligation or further obligation liability to the any other Party by reason of in respect to this Agreement., except for any willful breach of contract occurring prior to such termination. 10. Miscellaneous 10.1
Appears in 1 contract
Sources: Investment Agreement
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date or Trust Transfer Date, as applicable, pursuant to Section 9.01, no Party to this Agreement (nor or any of its directors, officers or employeesRepresentatives) shall have any Liability or further obligation to the any other Party by reason of or third party with respect to this Agreement, except as provided in the Merger Agreement.
Appears in 1 contract
Sources: Separation Agreement (DMRC Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Distribution Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement; provided, that the Parties’ obligations regarding the payment of costs and expenses in Section 2.4(k) and Section 7.3(d) shall survive termination of the Agreement.
Appears in 1 contract
Sources: Separation Agreement (Gentherm Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation under this Agreement to the any other Party by reason of this AgreementParty.
Appears in 1 contract
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers or employeesAffiliates) shall have any Liability liability of any kind or further obligation to the any other Party by reason of this Agreementparty or any other Person as a result thereof.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Mod Pac Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Distribution Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 1 contract
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeTermination, no Party party hereto (nor or any of its directors, officers or employeesshareholders) shall have any Liability liability or further obligation to the any other Party by reason of party to this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Daleco Resources Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no Party (nor or any of its directors, officers or employeestheir respective directors or officers) shall will have any Liability or further obligation to the any other Party by reason of with respect to this AgreementAgreement or such Transaction Document or Transfer Document.
Appears in 1 contract
Sources: Separation and Distribution Agreement (White Fiber, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date pursuant to Section 8.01, no Party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of or third party with respect to this Agreement.
Appears in 1 contract
Sources: Separation Agreement (Heinz H J Co)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeSeparation, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 1 contract
Sources: Master Separation Agreement (Force Protection Video Equipment Corp.)
Effect of Termination. In the event of any termination of this Agreement prior to the Separation Effective Time, no Party (nor any of its directors, managers, trustees, officers or employees) shall have any Liability or further obligation to the any other Party by reason of this Agreement.
Appears in 1 contract
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party or any other Person (including the Purchaser) by reason of this Agreement.
Appears in 1 contract
Sources: Separation Agreement (Supervalu Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no Party none of the Parties (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.. Table of Contents
Appears in 1 contract
Effect of Termination. In the event of any termination of this Agreement prior to the Mandatory Exchange Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 1 contract
Sources: Separation Agreement (Vimeo, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party (nor or any of its directors, officers officers, employees or employeesagents) shall have any Liability liability or further obligation to any other party, except for the other Party by reason obligations under Article II, which shall survive any termination of this Agreement.
Appears in 1 contract
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Agreement:
(a) Neither Party (nor shall be discharged from any of its directors, officers liability or employees) shall have any Liability or further obligation to the other Party by reason that became due or payable prior to the effective date of this Agreement.such termination;
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Sources: License and Supply Agreement (Amarillo Biosciences Inc)
Effect of Termination. In Upon the event of any termination of this Agreement prior to or the Effective Timeexpiration of the Term, all rights and obligation of the Parties will immediately cease and terminate, and no Party (nor any of its directors, officers or employees) shall will have any Liability or further obligation to the other Party by reason of with respect to this Agreement., except (i) for charges accrued but unpaid (whether invoiced or not) as of the date of such termination or expiration,
Appears in 1 contract
Sources: Stock Purchase Agreement (Merit Medical Systems Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDate, this Agreement shall become null and void and no Party (nor any member of its Group or any of its or their directors, officers or employees) shall have any Liability or further obligation to the other Party or any member of the other Party’s Group by reason of this AgreementAgreement or the Ancillary Agreements.
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Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall will have any Liability or further obligation to the other Party by reason of this Agreement.
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Sources: Transaction Implementation Agreement (Montauk Renewables, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Distribution Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the any other Party by reason of this Agreement.
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Sources: Separation Agreement (ENVIRI Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeTermination, no Party party hereto (nor or any of its directors, directors officers or employeesshareholders) shall have any Liability liability or further obligation to the any other Party by reason of party to this Agreement.
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Sources: Agreement and Plan of Reorganization (Daleco Resources Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistributions Time pursuant to Section 7.01, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of party or third party with respect to this Agreement.
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