LIABILITIES IN EVENT OF TERMINATION. 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 Sections 11.03 or 11.07 and (b) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth in this Agreement.
Appears in 21 contracts
Samples: Agreement and Plan of Reorganization (Railworks Corp), Agreement and Plan of Reorganization (Railworks Corp), Agreement and Plan of Reorganization (Railworks Corp)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is ----------------------------------- terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto Party except (a) as provided in Sections 11.03 Section 11.07, or 11.07 and (b) to the extent that such liability is based on the breach by that party Party of any of its or his representations, warranties or covenants set forth in of this Agreement. [SIGNATURE PAGE FOLLOWS.]
Appears in 13 contracts
Samples: Agreement and Plan of Reorganization (Work International Corp), Agreement and Plan of Reorganization (Work International Corp), Agreement and Plan of Reorganization (Work International Corp)
LIABILITIES IN EVENT OF TERMINATION. If In the event of termination of this Agreement is terminated pursuant to as provided in this Section 12.01, there shall be no liability or obligation on the part of any party hereto except (a) as provided in Sections 11.03 or 11.07 and (b) to the extent that such liability is based on the breach by that a party of any of its representations, warranties or covenants set forth in this Agreement, provided however, that there shall be no liability for a breach of representation or warranty if such representation or warranty was made in good faith and with no reason to know such representation or warranty was not true at the time made.
Appears in 10 contracts
Samples: Agreement and Plan of Reorganization (United Road Service Inc), Agreement and Plan of Reorganization (United Road Service Inc), Agreement and Plan of Reorganization (United Road Service Inc)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto Party except (a) as provided in Sections 11.03 or 11.07 and Section 11.07, (b) to the extent that such liability is based on the breach by of that party Party of any of its or his representations, warranties or covenants set forth in of this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Oei International Inc), Agreement and Plan of Reorganization (Oei International Inc), Agreement and Plan of Reorganization (Oei International Inc)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto Party except (a) as provided in Sections 11.03 Section 11.07, or 11.07 and (b) to the extent that such liability is based on the breach by that party Party of any of its or his representations, warranties or covenants set forth in of this Agreement. [SIGNATURE PAGE FOLLOWS.]
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Work International Corp), Agreement and Plan of Reorganization (Work International Corp), Agreement and Plan of Reorganization (Work International Corp)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.018.1, there shall be no liability Liability or obligation on the part of any party hereto except (a) as provided in Sections 11.03 or 11.07 and (b) to the extent that such liability Liability is based on the breach by that party of any of its representations, warranties or covenants set forth in this Agreement.
Appears in 3 contracts
Samples: Share Purchase Agreement (Aremissoft Corp /De/), Share Purchase Agreement (Aremissoft Corp /De/), Share Purchase Agreement (Aremissoft Corp /De/)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.0114.1, above, there shall be no liability or obligation on the part of any party Party hereto except (a) as provided in Sections 11.03 or 11.07 and Section 14.2, above, (b) to the extent that such liability is based on the breach by that party Party of any of its representations, warranties or covenants set forth in this Agreement and (c) Articles X and XIII and Sections 15.1-15.11 shall survive any such termination of this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Steiner Leisure LTD), Asset Purchase Agreement, Asset Purchase Agreement (Steiner Leisure LTD)
LIABILITIES IN EVENT OF TERMINATION. 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 Sections 11.03 or Section 11.07 and (b) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth in this Agreement.. [Signatures appear on following page]
Appears in 3 contracts
Samples: Contribution Agreement (Apple Orthodontix Inc), Contribution Agreement (Apple Orthodontix Inc), Contribution Agreement (Apple Orthodontix Inc)
LIABILITIES IN EVENT OF TERMINATION. If this Acquisition 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 Sections 11.03 or 11.07 Section 11.06 and (b) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth in this Acquisition Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Industrial Distribution Group Inc), Agreement and Plan of Reorganization (Industrial Distribution Group Inc), Agreement and Plan of Merger and Reorganization (Industrial Distribution Group Inc)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is ----------------------------------- terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto Party except (a) as provided in Sections 11.03 Section 11.07, or 11.07 and (b) to the extent that such liability is based on the breach by that party Party of any of its or his representations, warranties or covenants set forth in of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Work International Corp), Agreement and Plan of Reorganization (Work International Corp)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to under Section 12.0111.1, there shall be no liability or obligation on the part of any party hereto except (ai) as provided in Sections 11.03 or 11.07 Section 10.4 provides and (bii) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth this Agreement sets forth. Nothing in this AgreementArticle 11 will release NCI or RCC from liability for any breach of this Agreement prior to its termination.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nci Building Systems Inc)
LIABILITIES IN EVENT OF TERMINATION. If Subject to the provisions of Section 3.1, the termination of this Agreement is terminated pursuant to Section 12.01, there shall be will in no way limit any obligation or liability or obligation on the part of any party hereto except (a) as provided in Sections 11.03 or 11.07 and (b) to the extent that such liability is based on the or arising from a breach or default by that such party of with respect to any of its representations, warranties warranties, covenants or covenants set forth agreements contained in this Agreement, except that Buyer will have no liability in any event upon exercise of its right to terminate pursuant to Section 10.1(c).
Appears in 1 contract
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.01SECTION 13.1, above, there shall be no liability or obligation on the part of any party Party hereto except (a) as provided in Sections 11.03 or 11.07 and (b) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth in this Agreement.SECTION 49 55
Appears in 1 contract
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.0111.01, there shall be no liability or obligation on the part of any party hereto Party except (a) as provided in Sections 11.03 or 11.07 and Section 12.07, (b) to the extent that such liability is based on the breach by of that party Party of any of its or his representations, warranties or covenants set forth in of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp)
LIABILITIES IN EVENT OF TERMINATION. If The termination of this Agreement is terminated pursuant to Section 12.01, there shall be will in no way limit any obligation or liability or obligation on the part of any party hereto except (a) as provided in Sections 11.03 or 11.07 and (b) to the extent that such liability is Party based on the or arising from a breach or default by that party of such Party with respect to any of its representations, warranties warranties, covenants or covenants set forth agreements contained in this Agreement., except that Purchaser's liability under this Agreement in the event of termination shall be limited as provided in Section 11.3(c). 10.3
Appears in 1 contract
Samples: Asset Purchase Agreement (Pegasus Communications Corp)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to under Section 12.0111.01, there shall be no liability or obligation on the part of any party hereto except (ai) as provided in Sections 11.03 or 11.07 Section 7.07 provides and (bii) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth this Agreement sets forth. Nothing in this AgreementArticle XI will release Buyer, Shareholders or the Companies from liability for any breach of this Agreement prior to its termination.
Appears in 1 contract
LIABILITIES IN EVENT OF TERMINATION. If this Merger 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 Sections 11.03 or 11.07 Section 11.06 and (b) to the extent that such liability is based on the breach by that party of any of its representations, warranties warranties, or covenants set forth in this Merger Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Industrial Distribution Group Inc)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.0111.1, there shall be no liability or obligation on the part of any party hereto Party except (a) as provided in Sections 11.03 or 11.07 and Section 12.7, (b) to the extent that such liability is based on the breach by of that party Party of any of its or his representations, warranties or covenants set forth in of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.01SECTION 13.1, above, there shall be no liability or obligation on the part of any party Party hereto except (a) as provided in Sections 11.03 or 11.07 SECTION 13.2, above, and (b) to the extent that such liability is based on the breach breach, or failure to comply, by that party Party of any of its representations, warranties or covenants set forth in this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Steiner Leisure LTD)
LIABILITIES IN EVENT OF TERMINATION. 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 Sections 11.03 or Section 11.07 and (b) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth in this Agreement.. [signatures appear on the following page]
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Apple Orthodontix Inc)
LIABILITIES IN EVENT OF TERMINATION. If In the event of any termination of this Agreement is terminated pursuant to Section 12.0113.1, this Agreement shall terminate and there shall be no liability or obligation on the part of any party hereto except (a) as provided in Sections 11.03 or 11.07 and (b) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth in this Agreement.except:
Appears in 1 contract
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.0110.01, there shall be no liability or obligation on the part of any party hereto except (a) as provided in Sections 11.03 or 11.07 Section 9.06 and (b) to the extent that such liability is based on the breach by that party of any of its representations, warranties warranties, or covenants set forth in this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (United Community Banks Inc)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.0112.1, above, there shall be no liability or obligation on the part of any party Party hereto except (a) as provided in Sections 11.03 or 11.07 Section 12.2, above, and (b) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth in this Agreement.
Appears in 1 contract
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.01, there shall be no liability or obligation on the part of any party hereto Party except (a) as provided in Sections 11.03 Section 11.07, or 11.07 and (b) to the extent that such liability is based on the breach by that party Party of any of its or his representations, warranties or covenants set forth in of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Work International Corp)
LIABILITIES IN EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 12.0113.1, above, there shall be no liability or obligation on the part of any party Party hereto except (a) as provided in Sections 11.03 or 11.07 Section 13.2, above, and (b) to the extent that such liability is based on the breach breach, or failure to comply, by that party Party of any of its representations, warranties or covenants set forth in this Agreement.. 55 MISCELLANEOUS
Appears in 1 contract
