Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.2, Section 9.3 and Article X, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either party from liability for any willful breach of this Agreement.
Appears in 3 contracts
Samples: Common Stock and Warrant Agreement (Neoforma Com Inc), Common Stock and Warrant Agreement (Vha Inc), Common Stock and Warrant Agreement (Neoforma Com Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under pursuant to Section 9.1 5.1 will be effective immediately upon the delivery of written notice of by the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.1any such termination, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.25.2, Section 9.3 5.3 and Article XVII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Composite Technology Corp), Agreement and Plan of Reorganization (Snelling Travel Inc), Agreement and Plan of Reorganization (Snelling Travel Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under pursuant to Section 9.1 will 10.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in pursuant to Section 9.110.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.210.2, Section 9.3 10.3 hereof and Article XXII hereof, each of which shall survive the termination of this AgreementAgreement without limitation, and (ii) nothing herein shall relieve either any party from liability Liability for any willful breach of this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Seagate Technology Holdings), Stock Purchase Agreement (Seagate Technology Malaysia Holding Co Cayman Islands), Stock Purchase Agreement (Veritas Software Corp /De/)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under pursuant to Section 9.1 5.1 will be effective immediately upon the delivery of written notice of by the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.1any such termination, this Agreement shall be of no further force or effect, except (i) as set forth in Section 4.19, this Section 9.25.2, Section 9.3 5.3 and Article XVII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Pro Squared Inc), Agreement and Plan of Reorganization (Global Boulevard International Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.27.2, Section 9.3 7.3 and Article XVIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cybex Computer Products Corp), Agreement and Plan of Reorganization (Apex Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under pursuant to Section 9.1 will 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in pursuant to Section 9.18.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.28.2, Section 9.3 8.3 and Article XIX hereof, each of which shall survive the termination of this Agreement, ; and (ii) nothing herein shall relieve either any party hereto from liability Liability for any willful intentional breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxtor Corp), Agreement and Plan of Merger (Maxtor Corp)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 will or 9.2 above shall be effective immediately upon the delivery of a valid written notice of the terminating party Party to the other party Party hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.2(a), Section 5.9, this Section 9.29.3, Section 9.3 9.4 and Article X, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve either party any Party from liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Aradigm Corp)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.28.2, Section 9.3 8.3 and Article XX (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Equinox Systems Inc), Plan and Agreement of Merger (Avocent Corp)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party heretoparties 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 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.25.5(a), Section 9.3 7.2, Section 7.3 and Article XVIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 6.1 will be effective immediately upon the delivery of a written notice of the terminating party Party to the other party Parties hereto. In the event of the termination of this Agreement as provided in Section 9.16.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.2, Section 9.3 and Article X, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve either party any Party from liability for any willful intentional breach of this AgreementAgreement or fraud.
Appears in 2 contracts
Samples: Asset Purchase Agreement (La Jolla Pharmaceutical Co), Asset Purchase Agreement (La Jolla Pharmaceutical Co)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.27.2, Section 9.3 7.3 and Article X8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either party from liability for any willful breach . 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc), Agreement and Plan of Merger (Matria Healthcare Inc)
Notice of Termination; Effect of Termination. Any proper (a) Subject to Section 7.2(b), any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.27.2, Section 9.3 7.3 and Article X8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nathans Famous Inc), Employment Agreement (Nathans Famous Inc)
Notice of Termination; Effect of Termination. Any proper termination of this -------------------------------------------- Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.27.2, Section 9.3 7.3 and Article X8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Mission Critical Software Inc), Agreement and Plan of Reorganization (Netiq Corp)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.1above, this Agreement shall be of no further force or effecteffect and the Transaction shall be abandoned, except (i) as set forth in this Section 9.2, Section 9.3 and Article XVI (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any intentional or willful breach of this Agreement.
Appears in 1 contract
Samples: Share and Unit Exchange Agreement (Adamant Dri Processing & Minerals Group)
Notice of Termination; Effect of Termination. Any proper termination of this -------------------------------------------- Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.27.2, Section 9.3 7.3 and Article X8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Petsmart Com Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.2, Section 9.3 9.2 and Article X, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either party from liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Common Stock and Warrant Agreement (Neoforma Com Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.2, Section 9.3 and Article X, each of which shall survive the termination of this Agreement, and (ii) nothing . Nothing herein shall relieve either any party from liability for any willful breach 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.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Herley Industries Inc /New)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 6.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.16.1, this Agreement shall be of no further force or effecteffect and the Transaction shall be abandoned, except (i) as set forth in this Section 9.2, Section 9.3 6.1 and Article X7 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either party from liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement (East Shore Distributors, Inc.)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.1Agreement, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.2provided, Section 9.3 and Article Xhowever, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve either any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of any party contained in the Confidentiality Agreement, which obligations shall survive termination of this Agreement in accordance with the terms of that Confidentiality Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Universal Food & Beverage Compny)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 9.01 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.19.01, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.29.02, Section 9.3 9.03 and Article XX (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (National Transaction Network Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 6.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party heretoparties. In the event of the termination of this Agreement as provided in Section 9.16.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.26.2, Section 9.3 6.3 and Article X7, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kentex Petroleum Inc)
Notice of Termination; Effect of Termination. Any proper Subject to the provisions of Section 7.1(e), any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.27 2, Section 9.3 7.3 and Article X8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.this
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fairchild Corp)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.6, this Section 9.28.2 and Sections 8.3, Section 9.3 11.4, 11.5 and Article X11.6, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 6.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.16.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.26.2, Section 9.3 6.3 and Article X7 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.2, Section 9.3 and Article X, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party heretoparty. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.27.2, Section 9.3 7.3 and Article X8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.. No termination of this Agreement shall affect the obligations of the parties contained
Appears in 1 contract
Samples: Merger Agreement (Jabil Circuit Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.2, Section 9.3 9.2 and Article X10, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Common Stock and Warrant Agreement (Neoforma Com Inc)
Notice of Termination; Effect of Termination. Any proper termination of (a) The Party desiring to terminate this Agreement under pursuant to this Article VIII (other than pursuant to Section 9.1 will 8.01(a)) shall deliver notice of such termination to the other Parties specifying with particularity the reason for such termination, and, except as specifically set forth in Section 6.04(d), any such termination in accordance with this Section 8.02 shall be effective immediately upon the delivery of written such notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.2, Section 9.3 and Article X, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either party from liability for any willful breach of this AgreementParties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nevada Gold & Casinos Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.28.2, Section 9.3 Sections 5.1(c), 5.1(d), 5.1(h), 8.3 and Article XX (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either party from liability for any willful breach of this Agreement.and
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cascade Communications Corp)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in for the provisions of Section 5.4(b), this Section 9.27.2, Section 9.3 7.3 and Article XIX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful material breach of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Matria Healthcare Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 Sections 10.2 and 10.3 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.2, Section 9.3 and Article X, each of which shall survive the termination of this Agreement, and (ii) nothing Nothing herein shall relieve either any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Escrow Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Samples: Document Agreement and Plan of Merger (HPL Technologies Inc)
Notice of Termination; Effect of Termination. Any proper Subject to Section 8.1(h), any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect, except that (i) as set forth in this Section 9.26.1(a), Section 9.3 8.2, Section 8.3 and Article X, each of which IX (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any intentional or willful breach of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Simmons Co)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.27.2, Section 9.3 7.3 and Article X8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement., and (iii) no termination of this Agreement shall affect the obligations of the parties contained in
Appears in 1 contract
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under pursuant t Section 9.1 5.1 will be effective immediately upon the delivery of written notice of by the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 9.1any such termination, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.25.2, Section 9.3 5.3 and Article XVII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tomahawk Industries Inc)
Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the either Purchaser or Seller, as terminating party party, to the other party heretoother. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 9.2, Section 9.3 and Article XX (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either any party from liability for any willful breach of this Agreement. .
Appears in 1 contract
