Effect of Termination; Termination Fee. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.
Effect of Termination; Termination Fee. (a) In the event of the termination of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto, other than the provisions of Sections 4.14, 6.2, 7.1, 50
Effect of Termination; Termination Fee. (a) Except as set forth in this Section 8.2, in the event of termination of this Agreement by either Parent or the Company as provided in this Article VIII, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Parties or their respective affiliates, officers, directors or stockholders except (x) with respect to the treatment of confidential information, the payment of expenses pursuant to Section 9.2, and Article IX generally, (y) to the extent that such termination results from the willful breach of a Party of any of its representations or warranties, or any of its covenants or agreements or (z) intentional or knowing misrepresentation in connection with this Agreement or the transactions contemplated hereby.
Effect of Termination; Termination Fee. (a) If this Agreement is validly terminated pursuant to Section 8.1, there will be no liability or obligation on the part of Seller or Buyer (or any of their respective Representatives or Affiliates), except as provided in this Section 8.2.
Effect of Termination; Termination Fee. (a) Except as set forth in this SECTION 8.5, in the event of termination of this Agreement by either Parent or the Company as provided in this ARTICLE VIII, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Parties or their respective affiliates, officers, directors or stockholders except (x) with respect to the treatment of confidential information pursuant to SECTION 6.7, the payment of expenses pursuant to SECTION 9.1, and ARTICLE IX generally, (y) to the extent that such termination results from the willful breach of a Party of any of its representations or warranties, or any of its covenants or agreements and (z) with respect to any intentional or knowing misrepresentations in connection with or pursuant to this Agreement or the transactions contemplated hereby.
Effect of Termination; Termination Fee. (a) In the event this Agreement is terminated pursuant to Section 11.1, all further obligations of the parties hereunder shall terminate, except for the obligations set forth in Article X and in Sections 11.2(b), 12.3, 12.4, and 12.8, and except that nothing in this Section 11.2 shall relieve any party hereto of any liability for breach of any of the covenants or any of the representations or warranties contained in this Agreement prior to such termination.
Effect of Termination; Termination Fee. In the event of the termination of the Merger Agreement as provided in the "Termination" paragraph above, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and the Merger Agreement shall forthwith become null and void, except for certain provisions of the Merger Agreement relating to fees and expenses which shall survive such termination, and there shall be no liability on the part of Parent, Merger Subsidiary or the Company except (a) for fraud or for breach of the Merger Agreement, with damages to be limited to out-of-pocket costs and (b) as otherwise set forth in the applicable provisions. Set forth below are the circumstances under which a termination fee is payable under the terms of the Merger Agreement. All references to paragraph numbers refer to the section entitled "Termination" above. If (w) the Board of Directors of the Company shall terminate the Merger Agreement pursuant to paragraph (c)(i) above, (x) the Operating Board of Parent shall terminate the Merger Agreement pursuant to paragraph (d)(ii) above, or (y) (I) the Board of Directors of the Company shall terminate the Merger Agreement pursuant to paragraph (b)(i) above or (c)(iii) and prior thereto there shall have been publicly announced another Acquisition Proposal or (II) the Operating Board of Parent shall terminate the Merger Agreement pursuant to paragraph (b)(i) above or (d)(iii) above due to a failure to satisfy the Minimum Condition or the conditions contained in paragraphs (h) or (i) of Section 14 of this Offer to Purchase and Parent shall have reasonably determined that such failure is attributable to there having been publicly announced another Acquisition Proposal, then in any such case as described in clause (w), (x) or (y), the Company shall not later than two business days after such termination of the Merger Agreement or, in the case of any termination by the Company pursuant to paragraph (c)(i) above, simultaneously with such termination pay to Parent an amount in cash equal to the sum of (i) Parent's documented out-of-pocket expenses, incurred in connection with the Merger Agreement and the transactions contemplated hereby not to exceed $1,000,000; and (ii) $500,000 (together, the "Termination Fee"). In the event that the Merger Agreement is terminated pursuant to paragraph (b)(i) above due to a failure to satisfy the Minimum Condition or the Operating Board of Parent ...
Effect of Termination; Termination Fee. (a) In the event of the termination of this Agreement by either Seller or Purchaser pursuant to Section 13.1, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Seller or Purchaser or their respective officers or directors except with respect to Section 12.1 and Article 15.
Effect of Termination; Termination Fee. (a) If this Agreement is terminated by Parent or the Company pursuant to Section 8.1(e)(ii) as a result of an order, decree, ruling or other action under Competition Laws or Section 8.1(b) and all of the conditions to Closing set forth in Article VI and Article VII (other than (i) the conditions set forth in Section 6.3 and Section 7.3 and (ii) those other conditions that, by their nature, cannot be satisfied until the Closing Date, but, in the case of clause (ii), which conditions would be capable of satisfaction if the Closing Date were to occur on the date of such termination) have been satisfied or waived on or prior to the date of such termination, then Parent shall pay to the Company a fee of $300,000,000 (the “Reverse Termination Fee”) (which fee shall be payable within two (2) business days after written notice of such termination, by wire transfer of immediately available funds to an account designated in writing by the Company). If Parent fails to timely pay the Reverse Termination Fee when due pursuant to this Section 8.3, Parent shall pay to the Company interest on such amount at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made through the date such payment was actually received. The Company agrees that in the event that the Reverse Termination Fee is paid to the Company pursuant to this Section 8.3, (i) the payment of such Reverse Termination Fee shall be the sole and exclusive remedy of the Company, its equityholders and all of their Affiliates against Parent, the Merger Subs or any of their directors, officers and other Affiliates for, and (ii) in no event will the Company, its equityholders or any of their Affiliates be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to, (1) any loss suffered as a result of the failure of the Mergers to be consummated, (2) the termination of this Agreement, (3) any liabilities or obligations arising under this Agreement, or (4) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and upon payment to the Company of the Reverse Termination Fee in accordance with this Section 8.3(a), neither Parent, the Merger Subs nor any of their directors, officers or other Affiliates shall have any further liability or obligation to the Company, its equityholders or any of their Affiliates relating to or arising out of this Agreement or the transactions cont...
Effect of Termination; Termination Fee. (a) In the event of a valid termination of this Agreement pursuant to Section 11.1, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of Buyer, the Company, Seller or any of their respective Affiliates, directors, officers, employees, partners, managers, members, equityholders or other Representatives, and all rights and obligations of any Party hereto shall cease, except that the provisions contained in this Section 11.2, Section 7.1 (Confidentiality), Section 7.3 (Press Releases) and Article XII shall survive the termination of this Agreement and, subject to the following provisions of this Section 11.2, no such termination shall relieve any Party hereto from any liability as a result of its material and willful breach of this Agreement prior to such termination.
