Common use of LIABILITIES IN EVENT OF TERMINATION Clause in Contracts

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 87 contracts

Samples: Agreement and Plan of Organization (Collectibles Usa Inc), Agreement and Plan of Organization (Transportation Components Inc), Agreement and Plan of Organization (Transportation Components Inc)

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LIABILITIES IN EVENT OF TERMINATION. Except If this Agreement is terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto except (a) as provided in Section 7.8 hereof, 11.07 and (b) to the termination of this Agreement will in no way limit any obligation or extent that such liability of any party is based on or arising from a the breach or default by such that party with respect to of any of its representations, warranties, warranties or covenants or agreements contained set forth in this Agreement including, but not limited to, legal and audit costs and out of pocket expensesAgreement.

Appears in 29 contracts

Samples: Contribution Agreement (Apple Orthodontix Inc), Agreement and Plan of Reorganization (Apple Orthodontix Inc), Contribution Agreement (Apple Orthodontix Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the The termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 18 contracts

Samples: Asset Purchase Agreement (Andersen Group Inc), Agreement and Plan of Merger (Buckeye Ventures, Inc.), Agreement and Plan of Merger (Energy King, Inc.)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 7.7 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 17 contracts

Samples: Stock Purchase Agreement (Integrated Electrical Services Inc), Stock Purchase Agreement (Integrated Electrical Services Inc), Stock Purchase Agreement (Integrated Electrical Services Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the The termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement Agreement, including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 11 contracts

Samples: Stock Purchase Agreement (Medifocus Inc.), Stock Purchase Agreement (Celsion Corp), Stock Purchase Agreement (Medifocus Inc.)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof9.7, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expensesAgreement.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Alliance Group Inc), Agreement and Plan of Merger (Alliance Group Inc), Agreement and Plan of Merger (Alliance Group Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of If this Agreement will in is terminated pursuant to Section 8.3, there shall be no way limit any liability or obligation or liability on the part of any party Party hereto except to the extent that such liability is based on or arising from a the breach or default by such party with respect to that Party of any of its representations, warranties, warranties or covenants or agreements contained set forth in this Agreement including, but not limited to, legal and audit costs and out of pocket expensesAgreement.

Appears in 10 contracts

Samples: Agreement of Purchase and Sale (Us Legal Support Inc), Employment Agreement (Us Legal Support Inc), Consulting Agreement (Us Legal Support Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination Termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement or in the Schedules delivered by such party, including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 9 contracts

Samples: Merger Agreement (Host America Corp), And Restated Merger Agreement (Host America Corp), Agreement and Plan of Merger (Nutrition for Life International Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement Agreement, including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 8 contracts

Samples: Agreement and Plan (Nationwide Staffing Inc), Agreement and Plan (Nationwide Staffing Inc), Agreement and Plan (Nationwide Staffing Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited towithout limitation, legal and audit costs and out of out-of-pocket expenses.

Appears in 7 contracts

Samples: Agreement and Plan of Organization (Marinemax Inc), 6 Agreement and Plan of Organization (Marinemax Inc), Agreement of Merger (Marinemax Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof6.7, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 4 contracts

Samples: Acquisition Agreement (Rv Centers Inc), Asset Purchase Agreement (Rv Centers Inc), Acquisition Agreement (Rv Centers Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the The termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expensesAgreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Golden Sky Systems Inc), Asset Purchase Agreement (Golden Sky Systems Inc), Asset Purchase Agreement (Worldcast Interactive Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the 12.2.1 The termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 3 contracts

Samples: Agreement and Plan of Organization (Healthworld Corp), Agreement and Plan of Organization (Healthworld Corp), Agreement and Plan of Organization (Healthworld Corp)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the The termination of this Agreement will in no way limit any obligation or liability of any party Party based on or arising from a breach or default by such party Party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expensesAgreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Summe Richard D), Agreement and Plan of Merger (Pegasus Communications Corp), Agreement and Plan of Merger (Weber Donald W)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the The termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of out-of-pocket expenses.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Foster L B Co), Agreement and Plan of Merger (Comfort Systems Usa Inc), Agreement and Plan of Merger (Comfort Systems Usa Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof9.6, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expensesAgreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Alliance Group Inc), Asset Purchase Agreement (Alliance Group Inc), Asset Purchase Agreement (Alliance Group Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its 36 44 representations, warranties, covenants or agreements contained in this Agreement including, but not limited towithout limitation, legal and audit costs and out of out-of-pocket expenses.

Appears in 2 contracts

Samples: Agreement of Merger and Plan (Marinemax Inc), Agreement of Merger and Plan (Marinemax Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as otherwise provided in Section 7.8 Sections 7.6 or 7.7 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ursus Telecom Corp), Merger Agreement (Ursus Telecom Corp)

LIABILITIES IN EVENT OF TERMINATION. Except as otherwise provided in Section 7.8 hereofherein, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of out-of-pocket expenses.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Expresspoint Technology Systems Inc), Agreement and Plan of Reorganization (Expresspoint Technology Systems Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof9.7, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 2 contracts

Samples: Employment Agreement (Advanced Communications Group Inc/De/), Agreement and Plan of Exchange (Advanced Communications Group Inc/De/)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof7.8, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 2 contracts

Samples: Agreement and Plan of Exchange (Advanced Communications Group Inc/De/), Agreement and Plan of Exchange (Advanced Communications Group Inc/De/)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, . the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 2 contracts

Samples: Agreement and Plan of Organization (Condor Technology GRP), Agreement and Plan of Organization (Condor Technology GRP)

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LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the The termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement includingAgreement, but not limited to, legal and audit costs and out except that Buyer will have no liability in any event upon exercise of pocket expensesits right to terminate pursuant to Section 9.1.3 or 9.1.4.

Appears in 1 contract

Samples: Interest Purchase Agreement (Tele Communications International Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the The termination of this Agreement will in no way limit any obligation or liability of any party Party based on or arising from a breach or default by such party Party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement includingAgreement, but not limited to, legal and audit costs and out of pocket expensesexcept as provided in Section 11.6(c).

Appears in 1 contract

Samples: Asset Purchase Agreement (Pegasus Communications Corp)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof8.4, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 1 contract

Samples: Agreement of Merger (Advanced Communications Group Inc/De/)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof8.4, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement Agreement, including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 1 contract

Samples: Agreement of Merger (Taylor & Martin Group Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability 57 of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Condor Technology GRP)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses; provided, however, that the aggregate liability of any party arising out of this Section 12 shall not be in excess of $500,000.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Medical Manager Corp)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof7.6, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 1 contract

Samples: Stock Purchase and Exchange Agreement (Advanced Communications Group Inc/De/)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof7.7, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chemical Logistics Corp)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Subject to the provisions of Section 7.8 hereof3.1, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expensesAgreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hickory Tech Corp)

LIABILITIES IN EVENT OF TERMINATION. Except as otherwise provided in Section 7.8 hereofherein, the termination of this Agreement pursuant to Sections 8.1(ii) or 8.1(ii) hereof will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expenses.

Appears in 1 contract

Samples: Stock Purchase Agreement (Blanch E W Holdings Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the The termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants warranties or agreements contained in this Agreement including, but not limited to, legal and audit costs and out Agreement. The provisions of pocket expensesthis Section 10.2 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Afc Cable Systems Inc)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Subject to the provisions of Section 7.8 hereof10.1, the termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, legal and audit costs and out of pocket expensesAgreement.

Appears in 1 contract

Samples: Purchase and Sale (Hickory Tech Corp)

LIABILITIES IN EVENT OF TERMINATION. Except as provided in Section 7.8 hereof, the The termination of this Agreement will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party with respect to any of its representations, warranties, covenants or agreements contained in this Agreement includingAgreement. The provision of this Section 10.2 and of Sections 12, but not limited to, legal 14.7 and audit costs and out 14.9 shall survive the termination of pocket expensesthis Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (SMTC Corp)

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