Common use of Survival After Termination Clause in Contracts

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and the Contemplated Transaction is not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.1, this Section 10.2 and Sections 11.2, 11.8 and 11.10 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates is terminated pursuant to Section 10.1 7.1 and the Contemplated Transaction is transactions contemplated hereby are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 5 and 8 6 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.14.2, 4.3, 7.2, this Section 10.2 7.3, and Sections 11.2, 11.8 and 11.10 Section 9 shall survive any termination of this Agreement.

Survival After Termination. If In the event of the termination of this Agreement terminates pursuant to Section 10.1 and the Contemplated Transaction is not consummated7.1, this Agreement shall become null and void and have no further force or effect, except that (i) the provisions of this Section 7.2, Section 4.2 and Article 8 shall survive any such termination and abandonment, and (ii) no such termination shall be without prejudice to relieve the rights of any breaching party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 from Liability resulting from the intentional or willful any breach or violation of the representations, warranties, covenants or agreements of another by that party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.1, this Section 10.2 and Sections 11.2, 11.8 and 11.10 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and 12.1, it shall subject to the Contemplated Transaction is not consummatedlimitations set forth in Article 11, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions condi tions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 Sec tions 6.4, 6.5, 13.2 and 6.1, this Section 10.2 and Sections 11.2, 11.8 and 11.10 13.6 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to is terminated in accordance with Section 10.1 and the Contemplated Transaction is not consummated9.1, this Agreement shall become null and void and have of no further force or and effect, ; except that any such Article XII (General Provisions) shall survive the termination of this Agreement and that nothing herein shall be without prejudice to the rights of relieve any party on account hereto from any liability for fraud or any willful and material breach of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.1, this Section 10.2 and Sections 11.2, 11.8 and 11.10 shall survive any termination of this AgreementAgreement prior to such termination.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 12.1 and the Contemplated Transaction is Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this 35 41 Agreement to the contrary, the provisions of Sections 5.2 6.3, 6.4, 6.5 and 6.16.16, this Section 10.2 12.2 and Sections 11.2, 11.8 and 11.10 Article 13 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to is terminated by the parties in accordance with Section 10.1 and the Contemplated Transaction is not consummated8.01 hereof, this Agreement shall become null and void and have of no further force or effectand effect and none of the parties hereto shall have any liability in respect of a termination of this Agreement, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.1Section 6.03, Section 6.17, this Section 10.2 8.02, and Sections 11.2, 11.8 and 11.10 Article 9 shall survive the termination of this Agreement and except that nothing herein shall relieve any party from any liability for any breach of the provisions of this Agreement (including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein) prior to the termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and the Contemplated Transaction is not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 5.2, 5.3, 5.5 and 6.1, Article 9, this Section 10.2 and Sections 11.211.1, 11.8 11.7 and 11.10 11.9 shall survive any termination of this Agreementthe Closing.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 11.1 and the Contemplated Transaction is Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.1, this Section 10.2 11.2 and Sections 11.212.2, 11.8 12.8 and 11.10 12.10 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to is terminated in accordance with Section 10.1 13.1 hereof and the Contemplated Transaction is transactions contemplated hereby are not consummated, this Agreement shall become null and void and have of no further force and effect; provided, however, that none of the parties hereto shall have any liability in respect of this Agreement or effectarising from the termination of this Agreement, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of extent that failure to satisfy the conditions set forth in of Articles 7 and 8 resulting 10 or 11 results from the intentional or willful breach or violation by such party of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, or the provisions of Sections 5.2 any agreement made or to be made pursuant to this Agreement and 6.1, this except that the provisions of Section 10.2 9.2(b) and Sections 11.2, 11.8 and 11.10 Article 12 shall survive any the termination of this AgreementAgreement for the periods provided by their respective provisions.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 11.1 and the Contemplated Transaction is transactions contemplated hereby are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 6.2(b) and 6.16.4, this Section 10.2 11.2 and Sections 11.2, 11.8 Articles 13 and 11.10 14 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates is terminated pursuant to Section 10.1 7.1 and the Contemplated Transaction is transactions contemplated hereby are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 5 and 8 6 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.14.2, 4.3, 4.4, this Section 10.2 7.2 and Sections 11.2, 11.8 and 11.10 Section 8 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and the Contemplated Transaction is Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction non-satisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 3.26 and 6.14.6, this Section 10.2 and Sections 10.3, 11.1, 11.2, 11.8 12.2, 12.3, 12.8 and 11.10 12.10 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates is terminated pursuant to Section 10.1 and the Contemplated Transaction is not consummated10.1, this Agreement shall become null and void and have no further force or effect, except that (i) any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful and material breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, and (ii) the provisions of Sections 5.2 and 6.1, this Section 10.2 10.2, Section 2.5 and Sections 11.2, 11.8 and 11.10 Article 11 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 13.1 and the Contemplated Transaction is Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 8 and 8 9 resulting from the intentional or willful breach or violation of the representationsrepresenta tions, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 7.3, 7.4 and 6.17.5, this Section 10.2 13.2 and Sections 11.2, 11.8 Articles 10 and 11.10 14 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 12.1 and the Contemplated Transaction is Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 6.3, 6.4, 6.5 and 6.16.17, this Section 10.2 12.2 and Sections 11.2, 11.8 and 11.10 Article 13 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to is terminated in accordance with Section 10.1 12.1 hereof and the Contemplated Transaction is transactions contemplated hereby are not consummated, this Agreement shall become null and void and have of no further force or and effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions provisions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representationsSection 6.2(b), warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.1Section 7.5, this Section 10.2 12.2 and Sections 11.2, 11.8 and 11.10 ARTICLE XIII shall survive any the termination of this Agreement. None of the parties hereto shall have any liability or obligation in respect of a termination of this Agreement, except for (a) any breach by such party prior to termination and (b) obligations under Section 6.2(b), Section 7.5, this Section 12.2 and ARTICLE XIII.

Survival After Termination. If this Agreement terminates pursuant to is terminated in accordance with Section 10.1 and the Contemplated Transaction is not consummated11.1, this Agreement shall become null and void and have of no further force or and effect; provided, except however, that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.1, this Section 10.2 11.2 and Sections 11.2, 11.8 and 11.10 ARTICLE XIII (Miscellaneous) shall survive any the termination of this AgreementAgreement and that nothing herein shall relieve any party from any liability for fraud or any willful material breach of the provisions of this Agreement prior to such termination.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 12.1 and the Contemplated Transaction is Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 6.3, 6.4 and 6.16.5, this Section 10.2 12.2 and Sections 11.2, 11.8 and 11.10 Article 13 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and the Contemplated Transaction is Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.1, this Section 10.2 and Sections 11.2, 11.8 and 11.10 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and the Contemplated Transaction is not consummated10.1, this Agreement it shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction non-satisfaction of the conditions set forth in Articles 6 and 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.1(relating to the Buyer's confidentiality obligations), 5.3, 5.4, 5.5, this Section 10.2 and Sections 11.2, 11.8 and 11.10 Article 11 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 8.1 and the Contemplated Transaction is Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 6 and 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.2 and 6.15.3, this Section 10.2 8.2 and Sections 11.2, 11.8 and 11.10 Article 9 shall survive any termination of this Agreement.