Common use of No Liabilities in Event of Termination; Certain Covenants Clause in Contracts

No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does not occur by the date that is twelve (12) months after the date of this Agreement, then (A) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) and Article 4 and (B) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement.

Appears in 5 contracts

Samples: Management Incentive Unit Agreement (BRP Group, Inc.), Reorganization Agreement (BRP Group, Inc.), Reorganization Agreement (Signify Health, Inc.)

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No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does not occur by the date that is twelve six (126) months after the date of this Agreement, then (A) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) 2.3 and Article 4 IV and (B) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement.

Appears in 1 contract

Samples: Reorganization Agreement (Definitive Healthcare Corp.)

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No Liabilities in Event of Termination; Certain Covenants. (a) In the event that (i) the IPO is abandoned by Pubco or (ii) the IPO Closing Date does not occur by the date that is twelve six (126) months after the date of this Agreement, then (A) this Agreement and the other Reorganization Documents shall automatically terminate and be of no further force or effect except for this Section 2.3, Section 2.2(c) ‎Section 2.3 and Article 4 ‎Article IV and (B) there shall be no liability on the part of any of the parties hereto, except termination will not relieve any party hereto from liability for any breach of this Agreement or a Reorganization Document prior to the date of such termination in which case any and all remedies available to the other parties either in law or equity shall be preserved and survive the termination of this Agreement.

Appears in 1 contract

Samples: Reorganization Agreement (Definitive Healthcare Corp.)

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