Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Admiralty Bancorp Inc), 47 Agreement and Plan of Combination (North American Mortgage Co), Agreement and Plan of Reorganization (Citizens Bancorp)
Effect of Termination and Abandonment. In Upon the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereof, this Article VIIIAgreement shall become void and have no effect, and no party to this Agreement shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) a result of the termination of this Agreement; provided, that termination will the foregoing shall not relieve a breaching party from of any liability for any willful as a result of a breach of any of the terms of this Agreement giving rise to such terminationAgreement.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Dupont Fabros Technology, Inc.), Agreement and Plan of Merger (Dupont Fabros Technology, Inc.), Agreement and Plan of Merger (Republic Property Trust)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Detroit Edison Co), Agreement and Plan of Merger (Detroit Edison Co), Agreement and Plan of Merger (Clearview Cinema Group Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Vintage Petroleum Inc), Agreement and Plan of Merger (Yellow Roadway Corp), Agreement and Plan of Merger (Yellow Roadway Corp)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any become void and of no effect with no liability or further obligation to of any kind on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other party hereunder representatives), except (ai) as set forth provided in Sections 8.03 and Section 9.01 and (bii) that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 6 contracts
Samples: Merger Agreement (American River Bankshares), Agreement to Merge and Plan of Reorganization (Bank of Marin Bancorp), Agreement and Plan of Merger (Bank of Marin Bancorp)
Effect of Termination and Abandonment. In the event of any termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIISection 7.1, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 8.1 below) immediately will become void and 9.01 and (b) there will be no liability or obligation on the part of any party or their respective Affiliates, stockholders, directors, officers, agents or representatives; provided, that no such termination will not relieve a breaching any party of any liability or damages resulting from liability for any willful or intentional breach of any of its representations, warranties, covenants or agreements contained in this Agreement giving rise to such terminationAgreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Superior Silver Mines Inc), Agreement and Plan of Reorganization (Steel Vault Corp), Agreement and Plan of Reorganization (Digital Angel Corp)
Effect of Termination and Abandonment. In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representatives), other than the provisions of this Section 7.5 and Section 7.6; provided, however, that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Mondavi Robert Corp), Agreement and Plan of Merger (Navigant International Inc), Agreement and Plan of Merger (Mondavi Robert Corp)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have any become void and of no effect with no liability or further obligation to of any kind on the part of any Party (or of any of its directors, officers, employees, agents, legal and financial advisors or other party hereunder representatives), except (ai) as set forth provided in Sections 8.03 and 9.01 Section 7.02(b) and (bii) that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful and intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Banc of California, Inc.), Agreement and Plan of Merger (CU Bancorp), Agreement and Plan of Merger (Pacwest Bancorp)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) financial advisors or other representatives); provided, however, that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sicor Inc), Agreement and Plan of Merger (Ivax Corp), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII9, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 6.4(b) and 9.01 6.6) shall become void and of no effect with no liability on the part of any party hereto (b) or of any of its representatives); provided, however, that no such termination will not shall relieve a breaching any party hereto from any liability for damages (or fees and out-of-pocket expenses) resulting from any willful and intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Interval Leisure Group, Inc.), Stock Purchase Agreement (Interval Leisure Group, Inc.), Stock Purchase Agreement (Interval Leisure Group, Inc.)
Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger is abandoned pursuant to this Article VIII, this Agreement, except for the provisions of this Section 8.05 and 5.02(c), 8.06 and Article IX (each of which shall survive any such termination), shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders. Nothing in this Section 8.05 shall relieve any party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from of liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dial Corp /New/), Agreement and Plan of Merger (Juno Lighting Inc), Agreement and Plan of Merger (Fremont Partners Lp)
Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, that, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cingular Wireless LLC), Agreement and Plan of Merger (Cingular Wireless LLC), Agreement and Plan of Merger (At&t Wireless Services Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to Exchange in accordance with the provisions of this Article VIIIArticle, this Agreement shall become void and of no effect with no liability on the part of any party to this Agreement or of any of its directors, officers, employees, agents, legal or financial advisors or other representatives; provided, however, no such termination shall have relieve any party to this Agreement from any liability or further obligation to for damages resulting from any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 4 contracts
Samples: Exchange Agreement (Markland Technologies Inc), Exchange Agreement (Eurotech LTD), License and Exchange Agreement (Eurotech LTD)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII6, no party to this Agreement shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Robcor Properties Inc), Agreement and Plan of Merger (Java Detour Inc.), Agreement and Plan of Merger (Nicklebys Com Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability of any party hereto (or any of its directors, officers, employees, agents, legal and (b) financial advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan (Merck & Co Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability or obligation on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Niku Corp), Agreement and Plan of Merger (Concord Communications Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIISection 5.5, no party to this Agreement shall have become void and of no effect with no liability to any person on the part of any Party (or of any of its representatives or Affiliates); provided, however, that (a) no such termination shall relieve any Party of any liability or further obligation damages to the other Party resulting from any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 breach of this Agreement and (b) that the provisions set forth in Section 2.6 and this Article V shall survive the termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 4 contracts
Samples: Assignment Agreement (Fintech Holdings Inc.), Assignment Agreement (Fintech Holdings Inc.), Assignment Agreement (Fintech Holdings Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 and of no effect with no liability on the part of any party hereto (b) that or of any of its directors, officers, employees, agents, legal or financial advisors or other representatives); provided, however, no such termination will not shall relieve a breaching any party hereto from any liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Specialty Teleconstructors Inc), Agreement and Plan of Merger (Specialty Teleconstructors Inc), Agreement and Plan of Merger (Carpenter Tommie R)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); PROVIDED, HOWEVER, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Clearview Cinema Group Inc), Agreement and Plan (Emergent Group Inc/Ny), Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to this Article VIIIARTICLE XI, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 13.1) shall become void and 9.01 and of no effect with no liability on the part of any party hereto (b) or of any of its directors, officers or other Representatives); provided, however, that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise prior to such termination.
Appears in 3 contracts
Samples: Intellectual Property Agreement (Harris Corp /De/), Intellectual Property Agreement (Stratex Networks Inc), Formation, Contribution and Merger Agreement (Harris Corp /De/)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement (other than as set forth in Section 9.01) shall have any become void and of no effect with no liability or further obligation to on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination shall relieve any party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Placer Sierra Bancshares), Agreement and Plan of Merger (Metrocorp Inc), Shareholder Agreement (Centennial Bank Holdings, Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII7, no party to this Agreement shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Salmon Express Inc), Agreement and Plan of Merger (Trafalgar Ventures Inc), Agreement and Plan of Merger (Bio Dyne Corp /Ga)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or grossly negligent breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Usf&g Corp), Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)
Effect of Termination and Abandonment. In the event of Upon termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIArticle, no party to this Agreement shall have any be void and of no other effect, and there shall be no liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach by reason of this Agreement giving rise to such terminationor the termination thereof on the part of any party hereto, or on the part of the respective directors, officers, employees, agents or shareholders of any of them.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PMT Services Inc /Tn/), Agreement and Plan of Merger (PMT Services Inc /Tn/), Agreement and Plan of Merger (PMT Services Inc /Tn/)
Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to transactions contemplated hereby are abandoned as described in this Article VIIIARTICLE VII, no party to this Agreement shall have become void, and of no further force and effect; provided, that this Section 7.3 and ARTICLE VIII shall survive such termination. Nothing in this ARTICLE VII shall be deemed to release any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from any liability for any willful breach by such party of the terms and provisions of this Agreement giving rise Agreement, or to such terminationimpair the right of any party to compel specific performance by another party of its obligations under this Agreement.
Appears in 3 contracts
Samples: Reclassification Agreement (MSC Industrial Direct Co Inc), Reclassification Agreement (Sands Richard Et Al), Reclassification Agreement (Constellation Brands, Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIV, this Agreement shall forthwith become null and void and have no effect, and no party to this Agreement hereto shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of to this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SAIC, Inc.), Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (Science Applications International Corp)
Effect of Termination and Abandonment. In Upon the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 6.1 or 6.2 hereof, this Article VIIIAgreement shall become void and have no effect, and no party to this Agreement shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) a result of the termination of this Agreement; provided, that termination will the foregoing shall not relieve a breaching party from of any liability for any willful as a result of a breach of any of the terms of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kite Realty Group Trust), Agreement and Plan of Merger (Kite Realty Group Trust), Agreement and Plan of Merger (Kite Realty Group Trust)
Effect of Termination and Abandonment. In the event of Upon termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIISection, no party to this Agreement shall have any be void and of no other effect, and there shall be no liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach by reason of this Agreement giving rise to such terminationor the termination thereof on the part of any party hereto (other than for breach of a covenant contained herein), or on the part of the respective directors, officers, employees, agents or shareholders of any of them.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Envoy Corp /Tn/), Agreement and Plan of Merger (Envoy Corp /Tn/), Agreement and Plan of Merger (Envoy Corp /Tn/)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Efax Com Inc), Agreement and Plan of Merger (Efax Com Inc), Agreement and Plan of Merger (Jfax Com Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability (other than the liabilities arising under the provisions, including this Section 8.5, set forth in Section 9.1) on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc), Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (American Bankers Insurance Group Inc)
Effect of Termination and Abandonment. In the event of Upon termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII8, no party to this Agreement shall have any be void and of no other effect, and there shall be no liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach by reason of this Agreement giving rise to such terminationor the termination thereof on the part of any party hereto (other than for breach of a covenant contained herein), or on the part of the respective directors, officers, employees, agents, or shareholders of any of them.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Healthstream Inc), Agreement and Plan of Merger (SCB Computer Technology Inc), Agreement and Plan of Merger (SCB Computer Technology Inc)
Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have become void and of no effect with no liability on the part of any Party (or of any of its Representatives); provided, however, that (i) no such termination shall relieve any Party from any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party for damages resulting from liability for any willful and intentional breach of this Agreement giving rise to Agreement, and (ii) this Article VIII, Sections shall survive such termination.
Appears in 3 contracts
Samples: Merger Agreement (Diego Pellicer Worldwide, Inc), Share Exchange/Merger Agreement (Bio-en Holdings Corp.), Merger Agreement (Empire Minerals Corp)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIV, this Agreement shall forthwith become null and void and have no effect and no party to this Agreement hereto (or any of its directors, members or officers) shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of to this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KKR Financial Corp), Exhibit 2 Agreement and Plan of Merger (KKR Financial Holdings LLC)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 this Section 9.5, Section 9.6 and 9.01 Section 10.1) shall become void and of no effect with no Liability on the part of any party hereto (b) that or of any of its directors, officers, employees, agents, legal and financial advisors or other Representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any Liability resulting from liability for any inaccuracy in or breach of any representation or warranty or any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\), Agreement and Plan of Merger (Primoris Services Corp)
Effect of Termination and Abandonment. In (a) Subject to the following subsections (b) and (c), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1 and 9.01 this Section 8.5) shall become void and (b) that of no effect without any liability other than Section 6.6, Section 6.8, this Section 8.5 and Article IX, which shall survive such termination; provided, however, no such termination will not shall relieve a breaching any party from hereto of any liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firearms Training Systems Inc), Agreement and Plan of Merger (Meggitt USA Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger Share Issuance pursuant to this Article VIIIV, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 6.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting solely from liability for any willful wilful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Contribution Agreement (Westar Capital Inc), Contribution Agreement (Protection One Alarm Monitoring Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (ai) as set forth in Sections 8.03 this Section 8.02, Section 6.06(d) and 9.01 Article IX shall survive any termination of this Agreement and (bii) that termination will not relieve a breaching party notwithstanding anything to the contrary, neither TriCo nor FNBB shall be relieved or released from liability for any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Bank Merger Agreement (FNB Bancorp/Ca/), Bank Merger Agreement (Trico Bancshares /)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than as set forth in Section 9.1) shall become void and of no effect with no liability (other than as set forth in Section 8.6(b) or 8.6(c), or in the proviso at the end of this sentence) on the part of any party to this Agreement or of any of its directors, officers, employees, agents, legal or financial advisors or other representatives; provided that no such termination shall have relieve any party to this Agreement from any liability or further obligation to for damages resulting from any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Restructuring and Section 303 Agreement (Metrocall Inc), Restructuring and Section 303 Agreement (Weblink Wireless Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 this Section 8.5 and 9.01 Section 9.1) shall become void and of no effect with no liability on the part of any party hereto (b) that termination will not relieve a breaching party from liability for or of any willful breach of this Agreement giving rise to such terminationits directors, officers, employees, agents, legal and financial advisors or other representatives).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MCC Acquisition Holdings Corp), Agreement and Plan of Merger (Carter Wallace Inc /De/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement (other than this Section 9.5, Sections 5.3(b) and 7.12, 9.3(b) and 9.4(b), and Article X) shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prosofttraining Com), Agreement and Plan of Merger (Trinity Learning Corp)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, no party to this Agreement hereto (or any of its directors of officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth provided in this Section 10.5 and in Sections 8.03 5.3(b) and 9.01 5.10 hereof, and (bexcept as provided in the Stock Option Agreement. Nothing in this Section 10.5(a) that termination will not shall relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Compscripts Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article ARTICLE VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other Representatives), provided, however, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biomet Inc), Agreement and Plan of Merger (Interpore International Inc /De/)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 6.12, 6.13 and 9.01 9.1) shall become void and of no effect with no liability on the part of any party hereto (b) that or of any of its directors, officers or other Representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or intentional breach of any covenant in this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Corp), Agreement and Plan of Merger (SBC Communications Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVI, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 7.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); PROVIDED, HOWEVER, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vitaminshoppe Com Inc), Agreement and Plan of Merger (Vitamin Shoppe Industries)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have become void (other than this Section 8.2) with no liability on the part of either party (or of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.its representatives);
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co)
Effect of Termination and Abandonment. In the event of termination of ------------------------------------- this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Article IX and 9.01 Section 10.1) shall become void and of no effect with no liability on the part of any party hereto (b) that or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise -------- ------- provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Sohu Com Inc)
Effect of Termination and Abandonment. In the ------------------------------------- event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall ------------ forthwith become void and no party to this Agreement hereto (or any of its directors, officers or stockholders) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination nothing herein will not relieve a breaching any party from liability for any willful breach of any of its representations or warranties under this Agreement giving rise or its failure to such terminationcomply with one of its covenants, agreements or obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Eco Corp), Agreement and Plan of Merger (Giant Group LTD)
Effect of Termination and Abandonment. In Upon the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 5.1 or 5.2 hereof, this Article VIIIAgreement shall become void and have no effect, and no party to this Agreement shall have any liability to the other in connection with the Merger, or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) a result of the termination of this Agreement; provided, that termination will the foregoing shall not relieve a breaching party from of any liability for any willful as a result of a breach of any of the terms of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Summit Hotel Properties, Inc.), Agreement and Plan of Merger (Summit Hotel Properties, LLC)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (ai) as set forth in Sections 8.03 this Section 8.02, Section 6.06(c) and 9.01 Article IX shall survive any termination of this Agreement and (bii) that termination will not relieve a breaching party notwithstanding anything to the contrary, neither Washington Federal nor First Mutual shall be relieved or released from liability for any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Shareholder Agreement (First Mutual Bancshares Inc), Agreement and Plan of Merger (Washington Federal Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Offer and the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto or its Subsidiaries or Affiliates (or of any of their respective directors, officers, employees, agents, legal and (b) financial advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novartis Ag), Agreement and Plan of Merger (Eon Labs Inc)
Effect of Termination and Abandonment. 7.5.(a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII7, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 this Section 7.5 and 9.01 Section 8.1) shall become void and of no effect with no liability on the part of any party hereto (bor of any of its directors, officers, employees, agents, legal or financial advisors or other representatives); provided, however, no such termination shall relieve any party hereto from any obligation to pay, if applicable, the termination fee pursuant to Section 7.5(b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationor 7.5(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PSC Inc), Agreement and Plan of Merger (PSC Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVI, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 7.1) shall become void and 9.01 and of no effect with no liability on the part of any party hereto (b) that termination will not relieve a breaching party from liability for or of any willful breach of this Agreement giving rise to such terminationits directors, officers or other Representatives).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (America West Airlines Inc)
Effect of Termination and Abandonment. 5.5.1. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIV, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 6.1) shall become void and 9.01 and of no effect with no liability on the part of either Party (b) or of any of its Representatives); provided, however, that no such termination will not shall relieve a breaching party from either Party of any liability for damages resulting from any willful breach of this Agreement giving rise or from any obligation to such terminationpay, if applicable, the amounts payable pursuant to Section 5.5.2 or 5.5.3.
Appears in 2 contracts
Samples: Agreement and Plan (Bp Amoco PLC), Agreement and Plan (Atlantic Richfield Co /De)
Effect of Termination and Abandonment. In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, that, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novartis Ag), Agreement and Plan of Merger (Chiron Corp)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 8.1) shall become void and 9.01 of no effect with no liability on the party of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or grossly negligent breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Uti Energy Corp), Agreement and Plan of Merger (Patterson Energy Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Merger Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Merger Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationMerger Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conmed Corp), Agreement and Plan of Merger (Bionx Implants Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIsection 11, no party to this Agreement shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agent, legal and financial advisors, or other representations); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to such terminationcontract.
Appears in 2 contracts
Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement pursuant to this Article VIII, this Agreement shall become void and of no further force or effect and no party shall have any liability to any other party hereto (or to any of its Affiliates or their respective Representatives) with respect hereto; provided, however, that notwithstanding anything in the foregoing to the contrary, this Section 8.5 and the provisions set forth in the third sentence of Section 9.1 shall survive the termination of this Agreement and the abandonment of the Merger pursuant parties may have further liability with respect to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationtheir obligations thereunder.
Appears in 2 contracts
Samples: Purchase Agreement and Agreement and Plan of Merger (Ovation Acquisition I, L.L.C.), Purchase Agreement and Agreement and Plan of Merger (Energy Future Competitive Holdings Co LLC)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIARTICLE X, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 this Section 10.5 and 9.01 Section 11.1) shall become void and of no effect with no liability on the part of any party hereto (b) that or of any of its directors, officers, employees, agents, legal and financial advisors or other Representatives); provided, however, that, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach fraud or Willful Breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Business Combination Agreement and Plan of Merger (Terex Corp), Business Combination Agreement and Plan of Merger
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Offer or the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 this Section 7.6 and 9.01 in Section 8.1) shall become void and of no effect with no liability on the part of any Party (b) or of any of its respective Representatives); provided, that no such termination will not shall relieve a breaching party any Party from any liability for any willful breach fraud or Willful Breach of this Agreement giving rise prior to such termination.. For purposes of this Agreement, the term “
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keyw Holding Corp), Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII8, no party to this Agreement thereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth provided in Sections 8.03 9.1 and 9.01 and (b) that 9.2. No termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationshall result in the termination of the obligations of the parties under Sections 5.1(k), 5.2(f), 6.2(a) or 9.1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intelligent Electronics Inc), Agreement and Plan of Merger (Xlconnect Solutions Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) financial advisors or other representatives); provided, however, that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise prior to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Columbia Energy Group), Agreement and Plan of Merger (Nisource Inc)
Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement (other than this Section 9.5, the second sentence of Section 6.2, Section 7.2 and Article X) shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, attorneys or other Representatives); provided, however, that no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to by such terminationparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Selectica Inc), Agreement and Plan of Merger (Selectica Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability of any party hereto (or any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allegheny Power System Inc), Agreement and Plan of Merger (Thomas & Betts Corp)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, Affiliates, agents, legal and (b) financial advisors or other representatives); provided, however, that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful material and intentional breach of this Agreement giving rise to Agreement, or any fraud, by such terminationparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barr Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement (other than this Section 8.2, Article IX and the Confidentiality Agreement) shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, attorneys or other Representatives); provided, however, that no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to by such terminationparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ladurini Daniel), Agreement and Plan of Merger (Professional Diversity Network, Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII9, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 7.9) shall become void and 9.01 of no effect with no Liability on the part of any Party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching party any Party hereto of any Liability resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortis Inc /Nv/), Agreement and Plan of Merger (Alden John Financial Corp)
Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger Unit Purchase pursuant to this Article VIIIVII, no party to this Agreement (other than this Section 7.5, Section 5.2 and Article VIII) shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, attorneys or other Representatives); provided, however, that no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to by such terminationparty.
Appears in 2 contracts
Samples: Unit Purchase Agreement (IMAC Holdings, Inc.), Unit Purchase Agreement (Imac Holdings LLC)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 8.5(b) and 9.01 in Section 9.1) shall become void and of no effect with no liability on the part of any party hereto (b) that or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western National Corp), Agreement and Plan of Merger (American General Corp /Tx/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) financial advisors or other representatives); provided, Table of Contents however, except as otherwise provided herein, that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intercontinentalexchange Inc), Agreement and Plan of Merger (Intercontinentalexchange Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have become void (other than this Section 8.2) with no liability on the part of either party (or of any of its representatives); provided, however, no such termination shall relieve either party from any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party for damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationwhether or not any fees contemplated by this Section 8.2 are payable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Robinson Nugent Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, however, that (i) no such termination shall relieve any Party of any liability or further obligation damages to any other party hereunder except (a) as set forth in Sections 8.03 Party resulting from any knowing and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful intentional breach of this Agreement giving rise to such terminationand (ii) the provisions set forth in this Section 9.5 and the second sentence of Section 10.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AeroGrow International, Inc.), Agreement and Plan of Merger (SMG Growing Media, Inc.)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have any become void and of no effect with no liability or further obligation to any other party hereunder except Person on the part of any Party (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for or of any willful breach of this Agreement giving rise to such termination.its representatives or Affiliates); provided, however, that
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Biohaven Research Ltd.), Membership Interest Purchase Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any Section 9 (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.6), this Agreement shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) financial advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applied Science & Technology Inc), Agreement and Plan of Merger (MKS Instruments Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party this Agreement (other than, with respect to the parties hereto, the obligations pursuant to this Agreement Section 9.5 and Sections 10.1 and 10.2) shall have become void and of no effect with no liability on the part of any liability party hereto (or further obligation to of any of its directors, officers, employees, agents, legal and financial advisors or other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationrepresentatives).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (Omniquip International Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement (nor any of their respective officers, directors or agents) shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and subsections (b) and (c) below and in Section 9.01, except that termination will shall not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nortel Networks Corp), Agreement and Plan of Merger (Alteon Websystems Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (ai) as set forth in Sections 8.03 this Section 8.02, Section 6.06(e) and 9.01 Article IX shall survive any termination of this Agreement and (bii) that termination will not relieve a breaching notwithstanding anything to the contrary, neither SHBI nor TCFC shall be relieved or released from any liabilities or damages to the other party hereto resulting from liability for any willful knowing and intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Shareholder Agreement (Shore Bancshares Inc), Shareholder Agreement (Community Financial Corp /Md/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIV, this Agreement shall forthwith become null and void and have no effect and no party to this Agreement hereto (or any of its stockholders, members, directors or officers) shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of to this Agreement giving rise with respect to such terminationtermination and abandonment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forest City Enterprises Inc), Agreement and Plan of Merger (Forest City Enterprises Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger Transaction pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 and of no effect with no liability on the part of any party hereto (b) or of any of its directors, officers or other Representatives); provided, however, that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise prior to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lowrance Electronics Inc), Agreement and Plan of Merger (Simrad Yachting As)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement (other than as set forth in Section 9.01) shall have any become void and of no effect with no liability or further obligation to on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise provided herein, no party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party shall otherwise be relieved of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement of Merger (East West Bancorp Inc), Agreement and Plan of Merger (East West Bancorp Inc)
Effect of Termination and Abandonment. (a) In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or grossly negligent breach of this Agreement giving rise to such termination.Agreement
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capital Re Corp), Agreement and Plan of Merger (Ace LTD)
Effect of Termination and Abandonment. In Except as provided in Article 8.3, in the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII8.1, no party to this Agreement shall have forthwith become void, there shall be no liability on the part of any liability party hereto, or further obligation any of their respective officers or directors, to the other and all rights and obligations of any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) hereto shall cease; provided, however, that termination will not nothing herein shall relieve a breaching any party from liability for any the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: 2 Agreement and Plan of Merger (Oneil Timothy P), Agreement and Plan of Merger (Transfinancial Holdings Inc)
Effect of Termination and Abandonment. (a) In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 and of no effect with no liability on the part of any party hereto (b) or of any of its directors, officers or other Representatives); provided, however, that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise prior to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accredo Health Inc), Agreement and Plan of Merger (Medco Health Solutions Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (Bp Amoco PLC)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, this Agreement, except as to the provisions of Section 6.2 and Section 7 which shall expressly survive any termination, shall become void and of no effect with no liability on the part of any party hereto; provided, however, except as otherwise provided herein, no such termination shall relieve any party to this Agreement shall have hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Voip Inc), Asset Purchase Agreement (iTalk Inc.)
Effect of Termination and Abandonment. 5.5.1. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIV, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 6.1) shall become void and 9.01 and of no effect with no liability on the part of either Party (b) or of any of their Representatives); provided, however, that no termination will not shall relieve a breaching party from either Parent or the Company of any liability for damages resulting from any willful and intentional breach of this Agreement giving rise or from any obligation to such terminationpay, if applicable, the amounts payable pursuant to Section 5.5.2 or 5.5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WPP Group PLC), Agreement and Plan of Merger (Young & Rubicam Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than as set forth in Section 9.2) shall become void and of no effect with no liability (other than as set forth in Section 8.5(b) or in the proviso at the end of this sentence) on the part of any party to this Agreement or of any of its directors, officers, employees, agents, legal or financial advisors or other representatives; provided, however, that no such termination shall have relieve any party to this Agreement from any liability or further obligation to resulting from any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Stockholder Agreement (Premark International Inc), Agreement and Plan of Merger (Premark International Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Contribution pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); PROVIDED, HOWEVER, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Contribution and Merger Agreement (Tele Communications Inc /Co/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Arrangement pursuant to this Article VIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party hereto resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Arrangement Agreement (Thomas Weisel Partners Group, Inc.)
Effect of Termination and Abandonment. In the event of termination of If this Agreement and the abandonment of the Merger is terminated pursuant to this Article VIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates), except that (a) no such termination shall relieve any Party of any liability or further obligation damages to the other Parties resulting from any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 willful material breach of this Agreement and (b) that the provisions set forth in this Section 8.02, in Article X and in the Confidentiality Agreement shall survive the termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) financial advisors or other representatives); provided, however, except as otherwise provided herein, that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Support and Lock Up Agreement (Archipelago Holdings Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) financial advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful wilful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Abr Information Services Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement (other than as set forth in Section 9.01) shall have any become void and of no effect with no liability or further obligation to on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination shall relieve any party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.01) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationfinancial advisors or other representatives).
Appears in 1 contract
Samples: Document Agreement and Plan of Merger (First Community Bancorp /Ca/)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have any become void and of no effect with no liability or further obligation to of any kind on the part of any Party (or of any of its directors, officers, employees, agents, legal and financial advisors or other party hereunder representatives), except (ai) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.as
Appears in 1 contract
Samples: Agreement and Plan of Merger (Investors Bancorp, Inc.)
Effect of Termination and Abandonment. In the event of termination of (a) If this Agreement is terminated and the abandonment of the Merger abandoned pursuant to this Article VIIIVII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 8.1) shall become void and 9.01 of no further effect with no liability of any party hereto (or any of its directors, officers, employees, agents, shareholders, legal, accounting and (b) that financial advisors or other representatives); provided, however, that, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to transactions contemplated hereby are abandoned as described in this Article VIIIARTICLE VII, no party to this Agreement shall have become void, and of no further force and effect; provided, that this Section 7.3 and ARTICLE VIII shall survive such termination. Nothing in this ARTICLE VII shall be deemed to release any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from any liability for any willful breach by such party of the terms and provisions of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Reclassification Agreement (Forest City Realty Trust, Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIV, this Agreement shall forthwith become null and void and shall have no effect and no party to this Agreement hereto (or any of its affiliates, directors, partners, officers or stockholders) shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of to this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Crown Castle International Corp)
Effect of Termination and Abandonment. In Upon the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 6.1 or 6.2 hereof, this Article VIIIAgreement shall become void and have no effect, and no party to this Agreement shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) a result of the termination of this Agreement; provided, that termination will the foregoing shall not relieve a breaching party from of any liability for any willful as a result of a breach of any of the terms of this Agreement giving rise to such termination.Agreement. ARTICLE VII:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kite Realty Group Trust)
Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to transactions contemplated hereby are abandoned as described in this Article VIIIVII, no party to this Agreement shall have become void, and of no further force and effect; provided that Section 5.8, this Section 7.3 and Article VIII shall survive such termination. Nothing in this Article VII shall be deemed to release any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from any liability for any willful or material breach by such party of the terms and provisions of this Agreement giving rise Agreement, or to such terminationimpair the right of any party to compel specific performance by another party of its obligations under this Agreement.
Appears in 1 contract
