Common use of Procedure and Effect of Termination Clause in Contracts

Procedure and Effect of Termination. In the event of termination of this Agreement by any or all of the parties pursuant to Section 11.1, written notice shall be given to each other party specifying the provision of Section 11.1, pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer or Seller (or their respective officers, directors, partners or Affiliates), except as a result of any breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 of this Agreement.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Phoenix Technologies LTD), Asset Purchase Agreement (Ess Technology Inc), Asset Purchase Agreement (Ess Technology Inc)

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Procedure and Effect of Termination. In the event of termination of ----------------------------------- this Agreement by any or all of the parties pursuant to Section 11.1, written notice shall be given to each other party specifying the provision of Section 11.1, pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer or Seller (or their respective officers, directors, partners or Affiliates), except as a result of any breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 of this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Atroad Inc), Asset Purchase Agreement (Pointshare Corp), Asset Purchase Agreement (Atroad Inc)

Procedure and Effect of Termination. In the event of a valid termination of this Agreement by any the Plan Sponsor or all of the parties Company pursuant to Section 11.16.1, written notice thereof shall be given to each the other party specifying party. Upon the provision of Section 11.1, pursuant to which such valid termination is made and shall become void and there shall be no liability on the part of Buyer or Seller (or their respective officers, directors, partners or Affiliates), except as a result of any breach of this Agreement by pursuant to Section 6.1, all rights and obligations of the parties under this Agreement shall terminate without any Liability of any party to any other party except that nothing contained herein shall release any party hereto from Liability for any material breach hereof prior to such party or to the extent such a party is entitled to indemnification under Section 10 of this Agreementtermination.

Appears in 2 contracts

Samples: Contribution Agreement (Danaos Corp), Contribution Agreement

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the contemplated transactions by any or all of the parties pursuant to Section 11.17.1, written notice shall promptly be given by the terminating party to each the other party specifying and, in such event, this Agreement shall terminate and the provision of Section 11.1, pursuant to which such termination is made and shall become void and there contemplated transactions shall be no liability on abandoned, without further action by any of the part of Buyer or Seller (or their respective officersparties; provided, directorshowever, partners or Affiliates), except as a result that the foregoing shall not be construed to deprive any party of any breach of remedy under this Agreement by such party or to the extent such a party at law if this Agreement is entitled to indemnification under Section 10 terminated in violation of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Softech Inc)

Procedure and Effect of Termination. In the event of termination of (a) If this Agreement is terminated by either or both of Buyer or Sellers pursuant to Section 12.1, prompt written notice thereof shall forthwith be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any or all of the parties pursuant hereto, but subject to Section 11.1, written notice shall be given to each other party specifying and without limiting any of the provision rights of Section 11.1, pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer or Seller (or their respective officers, directors, partners or Affiliates), except as a result of any breach of parties set forth in this Agreement by such party or to the extent such if a party is entitled to indemnification in default or breach of its representations, warranties, covenants or obligations under Section 10 of this Agreement.. If this Agreement is terminated as provided herein:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nexstar Broadcasting Group Inc), Asset Purchase Agreement (Mission Broadcasting Inc)

Procedure and Effect of Termination. In the event of termination of this Agreement by any either Buyer or all of the parties Seller pursuant to Section 11.112.1, written notice shall be given to each the other party parties specifying the provision of Section 11.1, 12.1 pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer or Buyer, Seller (or their respective officers, directors, partners or Affiliates), except as a result of any breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 11 of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hpil Holding), Asset Purchase Agreement (Hpil Holding)

Procedure and Effect of Termination. In the event of termination of this Agreement by any either or all both of the parties pursuant to Section 11.110.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be given abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein, such termination shall be without any further liability of either party or parties to each the other party specifying the provision of Section 11.1, pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer or Seller (or their respective officers, directors, partners or Affiliates), parties except as a result of any breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 of this Agreement.follows:

Appears in 2 contracts

Samples: Orange & Rockland Utilities Inc, Orange & Rockland Utilities Inc

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Buyer pursuant to Section 10.1, written notice thereof will forthwith be given by the terminating Party to such other Party and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any or Party, whereupon the liabilities of all of the parties pursuant to Section 11.1, written notice shall be given to each other party specifying the provision of Section 11.1, pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer or Seller (or their respective officers, directors, partners or Affiliates)Parties hereunder will terminate, except as a result of any breach of otherwise expressly provided in this Agreement by such party or to the extent such a party is entitled to indemnification under (including Section 10 of this Agreement10.3).

Appears in 1 contract

Samples: Asset Purchase Agreement (Aquila Inc)

Procedure and Effect of Termination. In the event of termination of this Agreement by any either Buyer or all of the parties Seller pursuant to Section 11.112.1, written notice shall be given to each the other party parties specifying the provision of Section 11.1, 12.1 pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer Buyer, Seller or Seller Sub (or their respective officers, directors, partners or Affiliates), except as a result of any breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 11 of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Accrue Software Inc)

Procedure and Effect of Termination. In the event of termination of this Agreement by any either or all both of the parties pursuant to Section 11.18.1 hereof, written notice thereof shall forthwith be given to each the other party specifying the provision of Section 11.1, hereof pursuant to which such termination is made made, and this Agreement shall forthwith become void and there shall be no liability on the part of Buyer or Seller the parties hereto (or their respective officers, directors, partners directors or Affiliates), affiliates) except (a) as a result of set forth in Sections 4.3 and 10.1 hereof and (b) nothing herein shall relieve either party from liability for any willful breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 of this Agreementhereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Biogenetic Sciences Inc)

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Procedure and Effect of Termination. In the event of termination of this Agreement by any or all of the parties pursuant to Section 11.112.1, written notice shall be given to each other party specifying the provision of Section 11.112.1, pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer Purchaser or Seller (or their respective officers, directors, partners or Affiliates), except as a result of any breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 of this Agreementparty.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Phoenix Technologies LTD)

Procedure and Effect of Termination. In the event of termination of ----------------------------------- this Agreement by any or all of the parties pursuant to Section 11.113.1, written notice shall be given to each other party specifying the provision of Section 11.113.1, pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer or Seller (or their respective officers, directors, partners or Affiliates), except as a result of any breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 12 of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pointshare Corp)

Procedure and Effect of Termination. (a) In the event of termination of this Agreement by any or all of the parties pursuant to Section 11.110.1 hereof, written notice shall be given to each other party specifying the provision of Section 11.1, 10.1 pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer or Seller the terminating party(ies) (or their respective officers, directors, partners or Affiliatesaffiliates) for such termination. Any such termination shall not limit the rights or remedies of the non-breaching party(ies), except as a result of any breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 of this Agreement.

Appears in 1 contract

Samples: Employee Transfer Agreement (Intellisync Corp)

Procedure and Effect of Termination. In the event of termination of If either party terminates this Agreement by any or all as permitted under Section 10.1, it will give written notice of the parties termination and the reason(s) for the termination to the other party. Upon receipt of the notice, each party will return or destroy all documents, work papers and other materials pursuant to Section 11.1the Non-Disclosure Agreement entered into by the parties on April 1, written notice shall be given to each other party specifying the provision of Section 11.1, pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer or Seller (or their respective officers, directors, partners or Affiliates), except as a result of any breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 of this Agreement2002.

Appears in 1 contract

Samples: Asset Purchase Agreement (TNS Inc)

Procedure and Effect of Termination. (a) In the event of termination of this Agreement by either or both the Company and/or the Selling Shareholder pursuant to Section 8.1 hereof, prompt written notice thereof shall forthwith be given to the other party, and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any or all of the parties pursuant to Section 11.1hereto, written notice shall be given to each but subject to, and without limiting, any other party specifying rights of the provision of Section 11.1, pursuant to which such termination is made and shall become void and there shall be no liability on parties specified herein in the part of Buyer or Seller (or their respective officers, directors, partners or Affiliates), except as a result of any breach of this Agreement by such party or to the extent such event a party is entitled to indemnification in default or breach in any material respect of its obligations under Section 10 of this Agreement.

Appears in 1 contract

Samples: Stock Redemption Agreement (Sinclair Broadcast Group Inc)

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by any or all of the parties pursuant to Section 11.112.1, written notice shall be given to each other party specifying the provision of Section 11.112.1, pursuant to which such termination is made and shall become void and there shall be no liability on the part of Buyer Purchaser or Seller (or their respective officers, directors, partners or Affiliates), except as a result of any breach of this Agreement by such party or to the extent such a party is entitled to indemnification under Section 10 of this Agreementparty.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Phoenix Technologies LTD)

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