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 (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Wachovia Corp/ Nc), Agreement and Plan of Merger (United Bankshares Inc/Wv), Agreement and Plan of Merger (Interstate Johnson Lane 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 (i) as set forth in this Section 8.02 and Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (United Financial Mortgage Corp), Agreement and Plan of Merger (Bancorp Connecticut Inc), Agreement and Plan of Merger (Banknorth Group Inc/Me)
Effect of Termination and Abandonment. 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 (i) as set forth in Section 9.01 7.01 and Section 8.01 and (ii) that termination will not relieve a breaching party from liability for money damages for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Sb One Bancorp), Agreement and Plan of Merger (Bar Harbor Bankshares), Agreement and Plan of Merger (Lake Sunapee Bank Group)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVI hereof, no party to this Agreement hereto or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereunder hereto pursuant to this Agreement, except (i) as set forth in Section 9.01 that Article VIII hereof shall survive termination of this Agreement and (ii) that termination nothing herein will not relieve a breaching any party hereto from liability for any willful breach of this Agreement giving rise occurring prior to such termination.
Appears in 6 contracts
Samples: Accord and Satisfaction of Investment Agreement (Abakan, Inc), Stock Exchange Agreement (Cryoport, Inc.), Stock Exchange Agreement (Navisite 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 (i) as set forth in this Section 9.01 8.02 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationSection 9.01.
Appears in 6 contracts
Samples: Employment Agreement (Vineyard National Bancorp), Agreement and Plan of Merger (Commercial Capital Bancorp Inc), Calnet Shareholder Agreement (Commercial Capital Bancorp 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 Party to this Agreement shall have any liability or further obligation to any other party Party hereunder except (i) as set forth in this Section 8.02 and Section 9.01 and (ii) that termination will not relieve a breaching party Party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (KNBT Bancorp Inc), Agreement and Plan of Merger (Banknorth Group Inc/Me), Agreement and Plan of Merger (Northeast Pennsylvania Financial Corp)
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 (ia) as set forth in Section Sections 8.03 and 9.01 and (iib) that termination will not relieve a breaching party from liability for any willful knowing breach of this Agreement giving rise to such terminationAgreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ubs Preferred Funding Co LLC I), Agreement and Plan of Merger (Ubs Ag)
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 (i) as set forth in Section 9.01 9.1, and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Dana Corp), Agreement and Plan of Merger (Echlin Inc), Agreement and Plan of Merger (Echlin Inc)
Effect of Termination and Abandonment. 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 or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in this Section 10.5 and in Section 9.01 and (ii5.3(b) that termination will not hereof. Nothing in this Section 10.5 shall relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Visual Data Corp), Agreement and Plan of Merger (Registry Magic Inc), Agreement and Plan of Merger (Registry Magic Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIARTICLE VII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationhereunder.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (FTM Media Inc), Agreement and Plan of Merger (FTM Media Inc), Agreement and Plan of Merger (FTM Media Inc)
Effect of Termination and Abandonment. In the event of termination of (a) If this Agreement is terminated and the abandonment of the Merger pursuant to is abandoned, except as set forth in this Article VIIISection 7.2, no party to this Agreement shall Party will have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 and (ii) that termination will not under this Agreement; provided, however, that, nothing contained herein shall relieve a breaching party Party from liability for any willful breach by it of this Agreement giving rise to such terminationand except that Sections 4.3(t), 5.5 and this Section 7.2 and Article VIII will survive termination of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (Caesars Acquisition Co)
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 (i) as set forth in Section 9.01 9.03 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Summit Financial Group Inc), Agreement and Plan of Reorganization (Summit Financial Group Inc), Agreement and Plan (Greater Atlantic Financial Corp)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVI hereof, no party to this Agreement hereto or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereunder hereto pursuant to this Agreement, except (i) as set forth in Section 9.01 that Article VII hereof shall survive termination of this Agreement and (ii) that termination nothing herein will not relieve a breaching any party hereto from liability for any willful breach of this Agreement giving rise occurring prior to such termination.
Appears in 3 contracts
Samples: Exclusive Option Agreement (PyroTec, Inc.), Stock Purchase and Exchange Agreement (PyroTec, Inc.), Stock Exchange Agreement (GDT TEK, Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 and (ii) 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 of Merger (Valpey Fisher Corp), Agreement and Plan of Merger (Boddie Noell Properties Inc), Agreement of Merger and Recapitalization (Valpey Fisher Corp)
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 (ia) as set forth in Section 9.01 9.1, (b) each of the Stock Option Agreements shall be governed by its own terms as to termination and (iic) that termination will not relieve a breaching party from liability for any willful breach of this Agreement directly or indirectly giving rise to such termination.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Hudson United Bancorp)
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 (i) as set forth in Section Sections 8.03 and 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination; provided, however, that any termination shall not affect the USBC Option Agreement or the FBS Option Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Bank System Inc), Agreement and Plan of Merger (First Bank System Inc), Agreement and Plan of Merger (Us Bancorp /Or/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Company Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section 9.01 Sections 9.04 and 10.01 and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationtermination unless such party is obligated to pay and has paid the Fee pursuant to Section 9.04.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (City Holding Co), Agreement and Plan of Merger (Community Financial Corp /Va/), Agreement and Plan of Merger (City Holding Co)
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 hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 10.2 below and (ii) except that termination nothing herein will not relieve a breaching any party from any liability or damages for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scor Us Corp), Agreement and Plan of Merger (Hallwood Group Inc), Agreement and Plan of Merger (Hallwood Group 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 hereof, no party to this Agreement Party or, its directors or officers or other controlling persons shall have any liability or further obligation to any other Party hereto pursuant to this Agreement, except that Article VII hereof shall survive termination of this Agreement and nothing herein will relieve any party hereunder except (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party hereto from liability for any willful breach of this Agreement giving rise occurring prior to such termination.
Appears in 3 contracts
Samples: Stock Exchange and Restructuring Agreement (American Housing Income Trust, Inc.), Stock Exchange Agreement (AMERICATOWNE Inc.), Stock Exchange Agreement (AMERICATOWNE Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Company Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section 9.01 Sections 9.03 and 10.01 and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (First Shares Bancorp Inc), Agreement and Plan of Reorganization (Lincoln Bancorp /In/), Agreement and Plan of Reorganization (Montgomery Financial Corp)
Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to this Article VIIIis abandoned, no party to this Agreement shall will have any liability or further obligation to any other party hereunder under this Agreement, except (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach by it of this Agreement giving rise to such terminationand except that Section 6.05(b), this Section 8.02, Section 8.03 and Article IX will survive termination of this Agreement.
Appears in 3 contracts
Samples: ____________________________________________________________________________________ Agreement and Plan of Merger (Edwards a G Inc), Agreement and Plan of Merger (Wachovia Corp New), Agreement and Plan of Merger (Golden West Financial Corp /De/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Purchase pursuant to this Article VIII, no party to this Agreement shall will have any liability or further obligation to any other party hereunder to this Agreement, except (ia) as set forth in for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this Section 9.01 8.02 and Article XI and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 3 contracts
Samples: Liability Assumption Agreement (National Australia Bank LTD), Liability Assumption Agreement (Homeside Lending Inc), Liability Assumption Agreement (Homeside 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 hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 8.5(b) below and (ii) Section 9.2 and except that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (Ohm Corp)
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 (ia) as set forth in Section Sections 8.03 and 9.01 and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sabre Holding Corp), Agreement and Plan of Merger (Us Bancorp \De\), Agreement and Plan of Merger (Piper Jaffray Companies Inc)
Effect of Termination and Abandonment. In Except as set forth in Section 10.1, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth in Section 9.01 and (ii) that termination nothing herein will not relieve a breaching party the Company, Purchaser or Merger Sub from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pearson Merger Co Inc), Agreement and Plan of Merger (All American 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 VIIIIX, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 10.2 below and (ii) except that termination nothing herein will not relieve a breaching any party from any liability or damages for any willful breach of this Agreement giving rise to such termination.Agreement. ARTICLE X MISCELLANEOUS AND GENERAL 10.1
Appears in 2 contracts
Samples: Exhibit 99.01 Agreement and Plan of Merger Agreement and Plan of Merger (Emerging Communications Inc), Agreement and Plan of Merger Agreement and Plan of Merger (Prosser Jeffrey J)
Effect of Termination and Abandonment. 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 (i) as set forth in Section 7.02 and Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Slades Ferry Bancorp)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Reorganization pursuant to this Article VIIIIX, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 6.05(g), and (ii) except that termination will not nothing herein 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 Reorganization, Agreement and Plan of Reorganization (Moller 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 VIIIVII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in this Section 9.01 7.02 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationSection 7.01.
Appears in 2 contracts
Samples: Stock Purchase Agreement (First Community Bancshares Inc /Nv/), Employment Agreement (First Community Bancshares Inc /Nv/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Consolidation pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.
Appears in 2 contracts
Samples: Shareholder Agreement (Banknorth Group Inc/Me), Shareholder Agreement (Banknorth Group Inc/Me)
Effect of Termination and Abandonment. 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 the other party hereunder except (ia) as set forth in Section 9.01 8.1 and (iib) that termination will not relieve a breaching party from liability for any willful knowing breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Santander Bancorp), Stock Purchase Agreement (Santander Bancorp)
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 (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 2 contracts
Samples: Stock Option Agreement (United Bankshares Inc/Wv), Agreement and Plan of Reorganization (Century Bancshares 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 (i) as set forth in Section 9.01 9.03 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Premier Community Bankshares Inc), Agreement and Plan of Reorganization (United Bankshares Inc/Wv)
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 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 (i) as set forth provided in Section 9.01 Sections 9.6 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination10.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Seda Specialty Packaging Corp), Agreement and Plan of Merger and Reorganization (Seawolf Acquisition Corp)
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 VIIIIX, no party to this Agreement hereto (or any of its directors or officers, employees, agents or advisors) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 9.5(b) below and (ii) Section 10.2 and except that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement, including, without limitation, Section 1.1 hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nellcor Puritan Bennett Inc), Agreement and Plan of Merger (Mallinckrodt Inc /Mo)
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 (i) as set forth in Section 9.01 8.3, (ii) as set forth in Section 9.1, and (iiiii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bay Apartment Communities Inc), Agreement and Plan of Merger (Avalon Properties 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 the other party hereunder hereto except (i) as set forth in Section 9.01 below and (ii) except that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationtermination and except that Sections 6.05, 8.02 and Section 9.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amsouth Bancorporation), Agreement and Plan of Merger (Zions Bancorporation /Ut/)
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 hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 7.6 or Section 9.6, and (ii) except that termination nothing herein will not 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 (At&t Corp), Agreement and Plan of Merger (Tele Communications Inc /Co/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIparagraph 9, no party to this Agreement shall have any liability or further obligation to any the other party hereunder hereto except (i) as set forth in Section 9.01 below and (ii) except that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationtermination and except that paragraphs 4(g), 5(h) and 10 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Wells Fargo & Co/Mn), Agreement and Plan of Reorganization (First Security Corp /Ut/)
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 (i) as set forth in Section 9.01 below and (ii) except that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationtermination and except that Sections 8.02 and 9.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Stock Option Agreement (Washington Mutual Inc), Agreement and Plan of Merger (Ahmanson H F & Co /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 shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section Sections 8.03 and 9.01 hereof, (b) that the Stock Option Agreement shall be governed by its own terms as to termination and (iic) that termination will not relieve a breaching party from liability for any knowing or willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tucker Anthony Sutro), Agreement and Plan of Merger (Royal Bank of Canada \)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIISection 15, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ix) as set forth in Section 9.01 18 and (iiy) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (CNL Hotels & Resorts, Inc.), Purchase and Sale Agreement (CNL Hotels & Resorts, 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 (i) as set forth in Section 9.01 9.1 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthcare Financial Partners Inc), Agreement and Plan of Merger (Heller Financial 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 hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 9.5(b) below and (ii) Section 10.2 and except that termination nothing herein will not relieve a breaching any party from liability for any willful wilful and material breach of its covenants under this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Philips Electronics N V), Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
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 (i) as set forth in Section 9.01 Sections 8.03 and 9.01, and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination; PROVIDED, HOWEVER, that any termination shall not affect the Seller Option Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Bancorp), Agreement and Plan of Merger (Us Bancorp \De\)
Effect of Termination and Abandonment. In Except as set forth in Section 11.1, in the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article VIIIX, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth in Section 9.01 and (ii) that termination nothing herein will not relieve a breaching party the Company, Company Sub or Merger Sub from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (VMM Merger Corp), Agreement and Plan of Merger (Vdi Multimedia)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section 9.01 11.03 and (iib) 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: Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (Goldman Sachs Group 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 hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 7.6 and (ii) except that termination nothing herein will not 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 (Tele Communications Inc /Co/), Agreement and Plan of Merger (At&t Corp)
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 VIIIIX, no party to this Agreement hereto (or any of its directors or officers, employees, agents or advisors) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 10.2 and (ii) except that termination nothing herein will not 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 (Unimed Pharmaceuticals Inc), Agreement and Plan of Merger (Solvay S a /Adr/)
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 any liability or further obligation to any other party hereunder except (i1) as set forth in Section 9.01 Sections 7.3, 8.1 and 8.5 and (ii2) 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: Agreement and Plan of Merger (Stockwalk Com Group Inc), Agreement and Plan of Merger (Kinnard Investments Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Article VIIIXI, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ia) under the last sentence of Section 7.10 and as set forth in Section 9.01 Sections 7.15, 7.16 and 11.03 and (iib) that termination will not relieve a breaching on party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Sobieski Bancorp Inc), Purchase and Assumption Agreement (MFB Corp)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Exchange pursuant to this Article VIII, no party to this Agreement (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 9.2 and (ii) except that termination nothing will not 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 Exchange (High Country Ventures Inc), Agreement and Plan of Exchange (Spiderboy International Inc)
Effect of Termination and Abandonment. (v) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII8, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (i) as set forth in Section 9.01 6.5(d), this Section 8.2 and Article 9 of this Agreement shall survive any termination of this Agreement, and (ii) that termination will not relieve a breaching party notwithstanding anything to the contrary, none of the parties 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: Agreement and Plan of Merger (Simplicity Bancorp, Inc.), Agreement and Plan of Merger (HomeStreet, Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Purchase pursuant to this Article VIII, no party to this Agreement shall will have any liability or further obligation to any other party hereunder to this Agreement, except (ia) as set forth in for obligations arising under Sections 5.02(b), 5.02(c) and 5.05, this Section 9.01 8.02 and Article XI and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gleacher & Company, 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 (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.
Appears in 1 contract
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 shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section 9.01 5.02(b), Section 9.04 and Section 9.11, and (iib) that 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 (MVB Financial Corp)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to this Article VIIIVII, no party to this Agreement (nor any of their respective officers, directors or agents) shall have any liability or further obligation to any the other party hereunder except (i) as otherwise set forth in Section 9.01 7.01(c), and (ii) that termination will shall not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationor any liability or obligation arising under the Registration Rights Agreement.
Appears in 1 contract
Samples: Option Agreement (Arris Group 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 (i) as set forth in Section 9.01 9.1, and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
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 (i) as set forth in Section 9.01 Sections 6.15 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination8.3 and Article IX.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Village Bank & Trust Financial Corp.)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger Consolidation pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in this Section 8.02 and Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Banknorth Group Inc/Me)
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 hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 9.6 and (ii) 10.1, except that termination nothing herein will not relieve a breaching any party 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 this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement hereto (or any of ------------ its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth for the termination payments provided in Section 9.01 8.3 and (ii) except that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced NMR Systems Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to this Article VIII, no party to this Agreement none of the Parties shall have any liability or further obligation to the other Parties under this Agreement arising hereunder or in connection with the Transactions contemplated hereby, except that nothing herein will relieve any other party hereunder except (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party Party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Contribution Agreement (Liberty Satellite & Technology 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 hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 10.2 below and (ii) except that termination nothing herein will not relieve a breaching any party from any liability or damages for any willful breach of this Agreement giving rise to such termination.Agreement. 112
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hallwood Energy Corp)
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 hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 10.2 and (ii) Section 10.1 and except that termination nothing herein will not relieve a breaching any party 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 this Agreement and the abandonment of the Merger Stock Acquisition pursuant to this Article VIIIIX, no party to this Agreement shall will have any liability Liability or further obligation to any other party hereunder to this Agreement, except (ia) as set forth in for obligations arising under Sections 5.03(b), 5.05(a), this Section 9.01 9.02 and Article XI and (iib) that termination will not relieve a breaching party from liability Liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Samples: Stock Purchase Agreement (National Australia Bank LTD)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article VIII7, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section 9.01 7.11 and Section 9.4, and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to this Article VIII, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 8.3 and (ii) that termination 8.6; provided, however, that, except as otherwise provided in SECTION 8.3, nothing herein will not relieve a breaching any party 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 this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in this Section 9.01 8.5 and (ii) that termination will not in Sections 5.4(b), 5.8 and 5.10. Nothing in this Section 8.5 shall relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
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, subject to the provisions of Section 8.02(b), no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Coast Savings Financial Inc)
Effect of Termination and Abandonment. 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 (i) as set forth in Section 9.01 8.1, and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Samples: Plan of Merger and Merger Agreement (Floridian Financial Group 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 (ia) as set forth in Section 9.01 Sections 8.03 and 9.01, and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Scripps Financial Corp)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Article VIIIXI, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section 9.01 7.11, and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (River Valley Bancorp)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Combination pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section Sections 8.03 and 9.01 and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.. 8.03
Appears in 1 contract
Samples: 2 Agreement (Dime Bancorp Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to this Article VIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section 9.01 7.15 and Section 10.03 and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (West End Indiana Bancshares, 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, subject to the provisions of Section 8.02(b) and Section 8.02(c), no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
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 (i1) as set forth in Section Sections 8.03, 9.01 and 9.05 and (ii2) that 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: Agreement and Plan of Merger (McDonald & Co Investments Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Acquisition pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 9.1 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
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 or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in this Section 9.01 10.05 and (ii) that termination will not relieve a breaching party for any liability or further obligation arising from liability for or in connection with any willful breach of this Agreement giving rise to such terminationits obligations hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Camelot Music 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, Paragraph 9.14 no party to this Agreement (nor any of its directors or officers) shall have any liability or further obligation to any the other party hereunder to this Agreement, except that (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.nothing
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVI hereof, no party to this Agreement hereto or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereunder hereto pursuant to this Agreement, except (i) as set forth in Section 9.01 that Article VIII hereof shall survive termination of this Agreement and (ii) that termination nothing herein will not relieve a breaching any party hereto from liability for any willful breach of this Agreement giving rise occurring prior to such termination.. ARTICLE VII RESERVED ARTICLE VIII
Appears in 1 contract
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 hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 7.2, 7.7(b) below and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationSection 9.1.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger merger pursuant to this Article VIII, no party to this Agreement (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 9.2 and (ii) except that termination nothing will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southwest Industrial Products Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to this Article VIII, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party to this Agreement arising hereunder or in connection with the Transactions contemplated hereby, except (i) as set forth in Section 9.01 and (ii) that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Purchase Agreement (Liberty Satellite & Technology 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 hereunder, except (i) as set forth in this Section 8.02 and Section 9.01 and (ii) that termination will not nothing contained herein shall relieve a breaching any party hereto from liability for any willful breach of its representations, warranties, covenants or agreements contained in this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (MortgageIT 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 (ia) as set forth in Section Sections 8.03 and 9.01 hereof, (b) that the Stock Option Agreement shall be governed by its own terms as to termination and (iic) that termination will not relieve a breaching party from liability for any knowing or willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
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 hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 9.5(b) below and (ii) Section 10.2 and except that termination nothing herein will not relieve a breaching any party from liability for any willful wilful breach of its covenants under this Agreement giving rise to such termination.Agreement. -42- 42 ARTICLE X
Appears in 1 contract
Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
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, subject to the provisions of Section 8.02(b) and Section 8.02(c), no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise prior to such termination.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Company Merger and the Subsidiary Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section 9.01 Sections 9.03 and 10.01 and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement or gross negligence, in each case giving rise to such termination, unless such party is obligated to pay and has paid the Fee pursuant to Section 9.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atlantic Coast Financial CORP)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIISection 8.01, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 8.03 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationSection 9.01.
Appears in 1 contract
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 (ia) as set forth in Section 9.01 Sections 6.05(b), 8.02, 8.03 and Article IX and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
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 (ia) as set forth in Section 9.01 Sections 8.2, 8.3 and 10.6 and (iib) that 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: Acquisition Agreement and Plan of Reorganization (Vital Images Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Article VIIIXI, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ia) as set forth in Section 9.01 7.14 and Section 11.03 and (iib) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Horizon Bancorp /In/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger and other transactions contemplated hereby pursuant to this Article VIII, Section 9 no party to this Agreement shall hereto (nor any of its directors or officers) will have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Section 9.01 Sections 8.5 and (ii) 11.1 hereof and except that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise occurring prior to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spectrasite 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 (i1) as set forth in Section Sections 8.01(e), 9.01 and 9.05 and (ii2) that 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: Agreement and Plan of Merger (First National Bancshares Inc/ Fl/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger other transactions contemplated hereby pursuant to this Article VIII, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (i) as set forth provided in Article IX and Section 9.01 10.2 hereof, and (ii) in the Stockholders' Agreement, and except that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise occurring prior to such termination.
Appears in 1 contract
Effect of Termination and Abandonment. (i) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIARTICLE 9, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement except as provided in SECTION 9.5(ii), SECTION 7.7 (isubject to SECTION 9.5(ii)) as set forth in Section 9.01 and (ii) SECTION 11.6 below, and except that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pentegra Dental Group 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 (i) as set forth in Section 8.01 and Section 9.01 and (ii) that termination will not relieve a breaching party from liability for money damages for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.. Nothing in Section
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Hampshire Thrift Bancshares 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 hereof, no party to this Agreement Party or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereunder Party pursuant to this Agreement, except (i) as set forth in Section 9.01 that Article VIII hereof shall survive termination of this Agreement and (ii) that termination nothing herein will not relieve a breaching party any Party from liability for any willful breach of this Agreement giving rise occurring prior to such termination.
Appears in 1 contract
Samples: Stock Exchange Agreement
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Reorganization pursuant to this Article VIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 10.3 and 11.1 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Business Bancorp /Ca/)
