Right to Damages. If this Agreement is terminated pursuant to Section 8.2, neither party hereto shall have any claim against the other except as set forth in Section 8.4 or, if the circumstances giving rise to such termination were caused by the other party's willful failure to comply with a material covenant set forth herein, such termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.
Appears in 2 contracts
Samples: Exchange Agreement (Royster-Clark Nitrogen Realty LLC), Exchange Agreement (Royster-Clark Nitrogen Realty LLC)
Right to Damages. If this Agreement is terminated pursuant to ---------------- Section 8.211.2, neither party hereto shall have any claim against the other except as set forth provided in Section 8.4 or, 5.2 or if the circumstances giving rise to such termination were caused by the other party's willful failure to comply with a material covenant intentional breach of the representations, warranties or covenants set forth herein, such in which event termination pursuant to Section 11.2 shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.
Appears in 1 contract
Samples: Asset Purchase Agreement (Danka Business Systems PLC)
Right to Damages. If this Agreement is terminated pursuant to Section 8.29.2, neither party hereto shall have any right whatsoever to assert a claim against the other except as set forth in Section 8.4 orparty, if and all rights and obligations of the parties hereunder shall terminate without any liability of any party to any other party, unless the circumstances giving rise to such termination were caused by the other party's ’s willful failure to comply with a material covenant or agreement set forth herein, such in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SMART Modular Technologies (WWH), Inc.)
Right to Damages. If this Agreement is terminated pursuant to Section 8.29.2, neither party hereto shall have any right whatsoever to assert a claim against the other except as set forth in Section 8.4 orparty, if and all rights and obligations of the parties hereunder shall terminate without any liability of any party to any other party, unless the circumstances giving rise to such termination were caused by the other party's ’s willful failure to comply with a material covenant set forth herein, such in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.
Appears in 1 contract
Samples: Stock Purchase Agreement (Blount International Inc)
Right to Damages. If this Agreement is terminated pursuant to Section 8.2, neither party hereto shall have any claim against the other except as set forth in Section 8.4 8.7 or, if the circumstances giving rise to such termination were caused by the other party's willful failure to comply with a material covenant set forth herein, such termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.
Appears in 1 contract
Samples: Stock Purchase Agreement (Royster-Clark Nitrogen Realty LLC)
Right to Damages. If this Agreement is terminated pursuant to ---------------- Section 8.210.1 hereof, neither party hereto shall have any claim against the other except as set forth in Section 8.4 or, if the circumstances giving rise to such termination were caused by the other party's willful failure to comply with a material covenant set forth herein, such termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.in which event the following applies:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Visigenic Software Inc)
Right to Damages. If Except as provided in Section 11.3(c), if this Agreement is terminated pursuant to Section 8.211.2, neither party hereto shall have any claim against the other except as set forth in except, if no Termination Fee is payable pursuant to Section 8.4 or, 11.3(c) and if the circumstances giving rise to such termination were caused by the other party's willful failure to comply with a material covenant intentional breach of the representations, warranties or covenants set forth herein, such in which event termination pursuant to Section 11.2 shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.
Appears in 1 contract
Samples: Asset Purchase Agreement (Danka Business Systems PLC)
Right to Damages. If this Agreement is terminated pursuant to Section 8.2, neither party hereto shall have any claim against the other except as set forth in Section 8.4 or, if the circumstances giving rise to such termination were caused by the other party's willful failure to comply with a material covenant set forth herein, such in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.
Appears in 1 contract
Samples: Stock Purchase Agreement (Walter Industries Inc /New/)
Right to Damages. If this Agreement is terminated pursuant to ---------------- Section 8.210.1 hereof, neither party hereto shall have any claim against the other except as set forth in Section 8.4 or, if the circumstances giving rise to such termination were caused by the other party's willful wilful failure to comply with a material covenant set forth herein, such termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.in which event the following applies:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Netsource Communications Inc)
Right to Damages. If Except as provided otherwise in this Agreement, if this Agreement is terminated pursuant to Section 8.214(a), neither party no Party hereto shall have any claim against the other except as set forth in Section 8.4 or, if the circumstances giving rise to such termination were caused by the other party's willful Party’s failure to comply with a material covenant set forth herein, such in which event termination shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said partysuch Party.
Appears in 1 contract
Samples: Asset Purchase Agreement (Midas Inc)
Right to Damages. If Except as provided in Section 9.3(c) and 9.3(d), if this Agreement is terminated pursuant to Section 8.29.2, neither party hereto shall have any claim against the other except as set forth in Section 8.4 or, if the circumstances giving rise to such termination were caused by the other party's willful failure to comply with a material covenant intentional breach of the representations, warranties or covenants set forth herein, such in which event termination pursuant to Section 9.2 shall not be deemed or construed as limiting or denying any legal or equitable right or remedy of said party.
Appears in 1 contract
