Common use of Notice of Termination; Effect of Termination Clause in Contracts

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required contemplated by Section 7.17.1(e) and 7.1(f)). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3(b), this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of, or fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will 9.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.19.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.29.2, and as set forth in Section 5.3(a), Section 7.3 9.3 and Article 8X (General Provisions) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1. above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.18.1.). In the event of the termination of this Agreement agreement as provided in Section 7.18.2., this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2., Section 5.3(a)6.1, Section 7.3 8.3, and Article 8Section 9, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effecteffect and the transactions shall be abandoned, except (i) as set forth in this Section 7.28.2, Section 5.3(a)7.3, Section 7.3 8.3, and Article 8IX (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1. above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.18.1.). In the event of the termination of this Agreement agreement as provided in Section 7.18.2., this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2., Section 5.3(a6.1.C.(i), Section 7.3 8.3. and Article 8Section 9., each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under and pursuant to the terms of Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effecteffect and there shall be no further liability on the part of any of the parties, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any fraud in connection with, or any willful breach of, of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, and the parties hereto shall have no further liability hereunder, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of In order to terminate this Agreement under Section 7.1 above will be effective immediately upon 14.1, the delivery of terminating party shall give written notice of the terminating party such termination to the other parties hereto (party specifying the provision or such later time as may be required by Section 7.1). In the event of the termination provisions of this Agreement as provided on which such termination is based. Upon such termination in accordance with Section 7.114.1, this Agreement shall be of forthwith become void and have no further force or effect, except (i) as set forth in this without any liability or obligation on the part of Purchaser or the Company, other than Section 7.2, Section 5.3(a7.7(d), Section 7.3 13.1, this Section 14.2, Section 14.3 and Article 815, each of which provisions shall survive the termination such termination; provided, that nothing shall relieve a party of liability for a willful breach of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effecteffect and the Transaction shall be abandoned, except (i) as set forth in this Section 7.28.2, Section 5.3(a), Section 7.3 8.3 and Article 8IX (General Provisions), each of which shall survive the termination of this Agreement, (ii) as set forth in Section 1.7 hereof with respect to the handling of the Deposit, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any Except as otherwise provided in Section 8.1.H. above, any termination of this Agreement under Section 7.1 8.1. above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.18.1.). In the event of the termination of this Agreement agreement as provided in Section 7.18.2., this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2., Section 5.3(a6.1.C.(i), Section 7.3 8.3. and Article 8Section 9., each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required subject to any cure period specified by the applicable provision of Section 7.18.1). In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effecteffect and the Mergers shall be abandoned, except for and subject to the following: (i) as set forth in this Section 7.2, Section 5.3(aSections 5.6(a), Section 7.3 8.2 and 8.3 and Article 8, each of which X (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this AgreementAgreement prior to termination.

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto (or such later time as may be required by Section 7.18.1). In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 5.3(a6.3(a), Section 7.3 8.3 and Article 8IX hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Sections 5.6 and 5.8, this Section 7.2, Section 5.3(a), Section 7.3 Article VIII and Article 8IX (except as provided in Section 5.12 with respect to a termination pursuant to Section 8.1(d)), each of which shall survive the termination of this AgreementAgreement and shall be enforceable by each party against the other party, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional breach of this Agreement or any willful breach of, this Agreementfraud.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 9.1 above will be effective immediately (or if the termination is pursuant to Section 9.1(e) or (f) and the proviso is applicable, thirty (30) days after) upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)party hereto. In the event of the termination of this Agreement as provided under Section 9.1, neither party shall have any liability to the other party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) in Section 7.1, connection with this Agreement shall be of no further force or effectAgreement, except (i) as set forth in this Section 7.29.2, Section 5.3(a)9.3, Section 7.3 9.4 and Article 8X, each of which shall survive the termination of this Agreement, and (ii) nothing herein that, notwithstanding any other provision of this Agreement, each party shall relieve fully retain any party from and all liability for any breach of or fraud committed by such party in connection with, or any willful breach of, with this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effecteffect and the Merger shall be abandoned, except for and subject to the following: (i) as set forth in this Section 7.28.2, Section 5.3(a), Section 7.3 8.3 and Article 8, each of which IX (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a), and as set forth in Section 7.3 and Article 8VIII (General Provisions) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of by the terminating party to the other parties hereto (or, in the case of a termination pursuant to Section 7.1(e), 7.1(f), or such later time as may be required by Section 7.17.1(g), the expiration of the periods referred to therein). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except that (i) as set forth the confidentiality obligations of each party hereto contained in this Section 5.3, and the provisions of Sections 7.2, Section 5.3(a), Section 7.3 and Article 8, each of which 8.1 shall survive the any such termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful material breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, and the parties hereto shall have no further liability hereunder, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 11.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in Section 7.111.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.211.2, Section 5.3(a11.3 (Fees and Expenses), Section 7.3 7.8 (Confidentiality) and Article 8Section 12 (Miscellaneous), each of which shall will survive the termination of this Agreement, and (ii) nothing herein shall relieve any party Party from liability for fraud due to breach by such Party of any of its representations, warranties or covenants set forth in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.27.2 , Section 5.3(a), and as set forth in Section 7.3 and Article 8VIII (General Provisions) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto (or such later time as may be required by Section 7.18.1). In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 5.3(a6.3(a), Section 7.3 8.3 and Article 8IX hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a2.17, Section 3.13, Section 5.1(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the applicable party (subject to any applicable cure periods in Section 8.1.5 and Section 8.1.6), as terminating party party, to the other parties hereto (or such later time as may be required by Section 7.1)parties. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 5.3(a)8.3, Section 7.3 8.4 and Article 8Section 9 (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 7.01, above, will be effective immediately upon the delivery of written notice of thereof by the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)party. In the event of the termination of this Agreement as provided in Section 7.17.01, above, this Agreement shall be of no further force or effect, with no liability of any party to the other parties, except (i) as set forth in Section 7.02, this Section 7.27.03, Section 5.3(a)5.07, Section 7.3 Article VIII and Article 8IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from liability for fraud in connection with, or any willful breach of, Willful Breach of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 11.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in Section 7.111.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a6.1(d), Section 7.3 6.3(e) (expenses), Article IX (indemnification), this Section 11.2 and Article 812 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Sections 5.8 and 5.10, this Section 7.2Article VIII, Section 5.3(a), Section 7.3 and Article 8XI, each of which shall survive the termination of this AgreementAgreement and shall be enforceable by each party against the other party, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional breach of this Agreement or any willful breach of, this Agreementfraud.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 2.17, Section 3.9, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a2.17, Section 3.9, Section 5.2(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in under Section 7.18.1, this Agreement shall be of no further force or effecteffect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties hereto, except (i) as set forth in this Section 7.28.2, Section 5.3(a), Section 7.3 8.3 and Article 8IX, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this Agreement.