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 shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Banta Corp), Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Banta 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, written notice thereof shall be given to the other Party or Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become void and of no effect with no liability to any Person on the part of any party Party hereto (or of any of its Representatives or AffiliatesRepresentatives); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided hereinthis Section 8.5, no such termination shall relieve any party hereto of any liability or damages Section 6.9 and Article IX (in each case, subject to the other party hereto resulting from any willful material breach terms thereof) shall remain in full force and effect and survive termination of this Agreement Agreement, and (ii) the provisions set forth in the second sentence of Section 9.1 nothing herein shall survive the termination of this Agreementrelieve any Party from liability for fraud.
Appears in 5 contracts
Samples: Voting Agreement (Youku Inc.), Voting Agreement (Tudou Holdings LTD), Agreement and Plan of Merger (Tudou Holdings LTD)
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 VIIIIX, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in this Agreement and (ii) the provisions set forth in the second sentence of this Section 9.1 9.05 and Section 8.02 shall survive the termination of this Agreement.
Appears in 4 contracts
Samples: Asset and Securities Purchase Agreement (Remark Media, Inc.), Asset and Securities Purchase Agreement, Asset and Securities Purchase Agreement (Remark 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 VIIIIX, this Agreement (other than as set forth in Article I, the first sentence of Section 6.4(a), Section 6.5, Section 6.8, Section 9.2 and Article XI) shall become void and of no effect with no liability to any Person Liability on the part of any party hereto (or of any of its Representatives Affiliates or Affiliatesrepresentatives); provided, however, and notwithstanding anything in the foregoing to the contrary, that (ia) except as otherwise provided herein, no such termination shall relieve any party hereto of from any liability or Liability for damages to the other party hereto resulting from any willful material and intentional breach of this Agreement and (iib) the provisions set forth Confidentiality Agreement shall remain in the second sentence of Section 9.1 shall full force and effect and survive the any termination of this Agreement.
Appears in 4 contracts
Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Sensata Technologies Holding N.V.), Asset and Stock Purchase Agreement (Sensata Technologies Holding N.V.)
Effect of Termination and Abandonment. (a) In Except as provided in paragraphs (b), (c), (d) and (e) below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement and (ii) the provisions set forth in the second sentence of this Section 8.5 and Section 9.1 shall survive the termination of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Exelon Corp)
Effect of Termination and Abandonment. (a) In Except to the extent provided in Section 8.2(b) and Section 8.2(c), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrarycontrary in this Agreement, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto Party of any liability or damages to the other party hereto Parties resulting from any willful material breach Willful Breach of this Agreement prior to such termination and (ii) the provisions set forth in this Section 8.2 and the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Destination Maternity Corp), Agreement and Plan of Merger (Spectra Energy Corp.), Agreement and Plan of Merger
Effect of Termination and Abandonment. (a) In Except as otherwise provided in this Section 8.5, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto Party of any liability or damages to the other party hereto Party resulting from fraud or any willful material and intentional breach of this Agreement Agreement, and (ii) the provisions set forth in the second sentence of Section 6.11, Section 6.16(d), this Section 8.5 and Article IX (other than Section 9.1 and Section 9.5(c)) shall survive the termination of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cleveland-Cliffs Inc.), Agreement and Plan of Merger (Ak Steel Holding Corp), Agreement and Plan of Merger (Cleveland-Cliffs Inc.)
Effect of Termination and Abandonment. (a) In Subject to Sections 8.5(b), 8.5(c) and 9.1, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination Willful or Deliberate Breach of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (McJunkin Red Man Holding Corp), Agreement and Plan of Merger (McJunkin Red Man Corp), Agreement and Plan of Merger (Goldman Sachs Group Inc)
Effect of Termination and Abandonment. (a) In Except as otherwise provided in this Section 8.5, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto Party of any liability or damages to the other party hereto Party resulting from any willful deliberate material breach of this Agreement and Agreement, (ii) the provisions set forth in Section 6.5(a) (fourth to last sentence), Section 6.17(b), this Section 8.5 and Article IX (other than the second first sentence of Section 9.1 and Section 9.5(c)) shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andeavor), Agreement and Plan of Merger (Marathon Petroleum 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, this Agreement shall 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 (i) except as otherwise provided specified herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any the willful material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aames Investment Corp), Agreement and Plan of Merger (Rait Investment 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 become void and of no effect with no have any liability or further obligation to any Person on the part of any other party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that hereunder except (i) except as otherwise provided hereinset forth in subsection (b), no such (c) and (d) below and Section 9.01, (ii) that termination shall will not relieve a breaching party from liability for any party hereto willful breach of any liability covenant, agreement, representation or damages to the other party hereto resulting from any willful material breach warranty of this Agreement giving rise to such termination and (iiiii) the provisions set forth in the second sentence any other provision of Section 9.1 shall survive this Agreement which expressly survives the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/), 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 ARTICLE VIII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (21st Century Insurance Group), Agreement and Plan of Merger (American International 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 VIIIARTICLE IX, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement Agreement, and (ii) the provisions set forth in the second sentence of Section 9.1 10.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Payless Shoesource Inc /De/), Agreement and Plan of Merger (Stride Rite 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, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of (A) any liability or damages to the other party hereto resulting from any willful material or intentional breach of this Agreement Agreement, or any breach of section 6.17, regardless of whether willful or intentional, or (B) the obligation to make any payments pursuant to Section 8.5(b) and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encore Medical Corp), Agreement and Plan of Merger (Compex Technologies 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, this Agreement shall 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 AffiliatesSubsidiaries); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement Agreement, and (ii) the provisions set forth in the second sentence of Section 9.1 10.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alfa Corp), Agreement and Plan of Merger (Alfa Mutual Insurance Co)
Effect of Termination and Abandonment. (a) In Except as otherwise provided in this Section 8.5, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto Party of any liability or damages to the other party hereto Party resulting from any willful material deliberate breach of this Agreement and (ii) the provisions set forth in Section 6.15(c), this Section 8.5 and Article IX (other than the second first sentence of Section 9.1 and Section 9.5(c)) shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Conagra Brands 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 VIIIIX, this Agreement shall 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 AffiliatesSubsidiaries); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement Agreement, and (ii) the provisions set forth in the second sentence of Section 9.1 10.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises L.P.), Agreement and Plan of Merger (Federal-Mogul Holdings Corp)
Effect of Termination and Abandonment. (a) In Except as provided in this Section 8.5, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall 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 herein to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any fraud or willful and intentional material breach of this Agreement and (ii) the provisions set forth in the second sentence of this Section 8.5 and Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priceline Com Inc), Agreement and Plan of Merger (KAYAK Software Corp)
Effect of Termination and Abandonment. (a) In Except as provided in paragraphs (b) and (c) below, in the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Article ARTICLE VIII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from fraud or any willful material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger (Dyax Corp)
Effect of Termination and Abandonment. (a) In Except as provided in paragraph (b) below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from fraud or any willful material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Merger and Sponsorship Transaction Agreement (TerraForm Power, Inc.), Agreement and Plan of Merger (Terraform Global, Inc.)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to this Article VIIIIX, this Agreement shall 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 AffiliatesSubsidiaries); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement Agreement, and (ii) the provisions set forth in the second sentence of Section 9.1 10.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Voltari Corp), Agreement and Plan of Merger (Cadus Corp)
Effect of Termination and Abandonment. (a) In Except to the extent provided in Section 8.5(b) below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing this Agreement to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto Party of any liability or damages to the any other party hereto Party resulting from any willful material breach Willful Breach of this Agreement and (ii) the provisions set forth in the second sentence of this Section 9.1 8.5, Article IX and Annex A shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rada Electronic Industries LTD), Agreement and Plan of Merger (Leonardo DRS, Inc.)
Effect of Termination and Abandonment. (a) In Except as provided in Section 8.5(b), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement and (ii) the provisions set forth in the last sentence of Section 6.15(a), this Section 8.5 and the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Leap Wireless International Inc), Agreement and Plan of Merger (At&t 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 VIIIVII, (a) this Agreement shall will terminate and become void and of no effect with and (b) there will be no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates) other than as provided in Section 7.5(b); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided hereinthe provisions set forth in this Section 7.5, no such Article VIII and the Confidentiality Agreement will survive the termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination nothing herein will relieve any Party from liability for any fraud or willful and material breach of this AgreementAgreement occurring prior to such termination.
Appears in 2 contracts
Samples: Registration Rights Agreement (GX Acquisition Corp. II), Business Combination Agreement (Niocorp Developments LTD)
Effect of Termination and Abandonment. (a) In Except as provided in Section 7.5(b), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement and (ii) this Section 7.5 and the provisions set forth sections identified in the second sentence of Section 9.1 8.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Straight Path Communications Inc.), Agreement and Plan of Merger (Straight Path Communications 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 VIII8, no party to this Agreement shall become void and of no effect with no have any liability or further obligation to any Person on the part of any other party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that hereunder except (i) except as otherwise set forth in paragraphs (b) and (c) below and Section 9.01, (ii) that termination will not relieve a breaching party from liability if not provided herein, no such termination shall relieve for herein for any party hereto willful breach of any liability covenant, agreement, representation or damages to the other party hereto resulting from any willful material breach warranty of this Agreement giving rise to such termination and (iiiii) the provisions set forth in the second sentence any other provision of Section 9.1 shall survive this Agreement which expressly survives the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/), Non Compete Agreement (Planet Technologies, 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 Agreement, including without limitation, the representations and warranties of MediVision, OIS and Merger Sub contained in this Agreement, shall become void and of no effect (except for this Section 8.05 and Article VIII) 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Ophthalmic Imaging Systems)
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, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates)) except as set forth in this Article VII; provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto Party of any liability or damages to the other party hereto Party arising out of or resulting from any fraud or willful material or intentional breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 5.4, this Section 7.2 and Article VIII shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Contribution Agreement (AMC Networks Inc.), Contribution Agreement (RLJ SPAC Acquisition, LLC)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger Amalgamation and the Sub Amalgamation pursuant to this Article VIIIV, this Agreement shall 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 directors, officers, employees, agents, legal and financial advisors or Affiliatesother representatives); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) the parties shall perform their obligations contained in this Section 5.5, Sections 3.7 and 3.9 and Article VI, and (ii) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any fraud or willful material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Amalgamation (Intelsat LTD)
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 become void and of no effect with no have any liability or further obligation to any Person on the part of any other party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that hereunder except (i) except as otherwise provided hereinset forth in subsections (b) and (c) below and Section 9.01, no such (ii) that termination shall will not relieve a breaching party from liability for actual damages for any party hereto willful breach of any liability covenant, agreement, representation or damages to the other party hereto resulting from any willful material breach warranty of this Agreement giving rise to such termination and (iiiii) the provisions set forth in the second sentence any other provision of Section 9.1 shall survive this Agreement which expressly survives the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northern States Financial 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, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful and material breach of this Agreement and (ii) the provisions set forth in Section 6.10 (Expenses), this Section 8.5, Article IX and the second sentence of Section 9.1 Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Peets Coffee & Tea Inc)
Effect of Termination and Abandonment. x) Except as provided in paragraph (ab) In below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (White River Capital Inc)
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article VIII, this Agreement shall 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 Affiliatesaffiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement and Agreement, (ii) the provisions set forth in the second sentence of Section 9.1 9.01 shall survive the termination of this AgreementAgreement and termination shall not relieve any party of any liability under such provisions.
Appears in 1 contract
Samples: Shareholder Agreement (FCB Bancorp)
Effect of Termination and Abandonment. (a) In Except as provided in paragraph (b) below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 1 contract
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article VIIIIX, this Agreement (other than Sections 7.5(b) and 7.14(a), the last sentence of Section 7.15(a), this Section 9.5 and Article X, all of which will survive such termination) shall become void and of no effect with no liability to any Person or obligation on the part of any party hereto Party (or of any of its Representatives directors, officers, employees, agents, legal and financial advisors or Affiliatesother representatives); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party Party hereto of any liability or damages to the other party hereto resulting from any fraud or willful material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the Agreement. No termination of this Agreement shall affect the obligations of the Parties contained in the Confidentiality Agreement, all of which obligations shall survive in accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ceco Environmental Corp)
Effect of Termination and Abandonment. (a) In Except as provided in paragraphs (b) and (c) below, in the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Article VIII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from fraud or any willful material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Idenix Pharmaceuticals Inc)
Effect of Termination and Abandonment. (a) In Except as provided in subsections (b) and (c) below, in the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article VIIIVII, this Agreement shall 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, provided that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach Willful Breach of this Agreement or fraud, and (ii) the provisions set forth in this Section 7.5 and the second provisions described in the first sentence of Section 9.1 8.1 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenlane 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 VIII, no party to this Agreement shall become void and of no effect with no have any liability or further obligation to any Person on the part of any other party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that hereunder except (i) except as otherwise provided hereinset forth in subsection (b), no such (c) or (d) below and Section 9.01, (ii) that termination shall will not relieve a breaching party from liability for any party hereto willful breach of any liability covenant, agreement, representation or damages to the other party hereto resulting from any willful material breach warranty of this Agreement giving rise to such termination and (iiiii) the provisions set forth in the second sentence under any other provision of Section 9.1 shall survive this Agreement which expressly survives the termination of this Agreement.
Appears in 1 contract
Samples: Shareholder Agreement (Americanwest Bancorporation)
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 become void and of no effect with no have any liability or further obligation to any Person on the part of any other party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that hereunder except (i) except as otherwise provided hereinset forth in subsection (b) below and Section 9.01, no such (ii) that termination shall will not relieve a breaching party from liability for any party hereto willful breach of any liability covenant, agreement, representation or damages to the other party hereto resulting from any willful material breach warranty of this Agreement giving rise to such termination and (iiiii) the provisions set forth in the second sentence any other provision of Section 9.1 shall survive this Agreement which expressly survives the termination of this Agreement.
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, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.; and further provided that, notwithstanding anything to the contrary in this Agreement, there shall be no continuing indemnification liability of any individual in the event that this Agreement is terminated. ARTICLE IX
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, upon written notice thereof to the other party or parties, specifying the provision hereof pursuant to which such termination is made, this Agreement shall 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 Affiliatesaffiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except other than as otherwise provided hereinset forth in this Section 8.2, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful and material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.
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, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement; and further provided that, notwithstanding anything to the contrary in this Agreement, there shall be no continuing indemnification liability of any individual in the event that this Agreement is terminated.
Appears in 1 contract
Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger and the Upstream Merger pursuant to this Article VIII, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement Agreement, and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.
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, this Agreement shall 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 (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material or intentional breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifeline Systems, 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, this Agreement shall 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, provided that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach of this Agreement and (ii) the provisions set forth in this Section 9.5, Article X and the second sentence of Section 9.1 Confidentiality Agreement shall survive the termination of this Agreement and abandonment of the Merger pursuant to this Article IX; provided, further, that termination of this Agreement shall not relieve any party hereto from any liability for any fraud by such party or Willful Breach by such party. For purposes of this Agreement., “
Appears in 1 contract
Samples: Agreement and Plan of Merger (RDA Microelectronics, 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, written notice thereof shall be given to the other Party or Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become void and of no effect with no liability to any Person Liability on the part of any party Party hereto (or of any of its Representatives or AffiliatesRepresentatives); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided hereinthis Section 9.5, no such termination shall relieve any party hereto of any liability or damages Section 6.4 and Article X (in each case, subject to the other party hereto resulting from any willful material breach terms thereof) shall remain in full force and effect and survive termination of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 nothing herein shall survive the termination of this Agreementrelieve any Party from Liability for fraud.
Appears in 1 contract
Samples: Merger Agreement (Baidu, 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 shall 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 Affiliatesaffiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful or intentional material breach of this Agreement and (ii) the provisions set forth in the second sentence of Section 9.1 shall survive the termination of this Agreement.
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 VIII7, this Agreement shall 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 governors, directors, officers or Affiliatesother Representatives), except that Sections 7.5(b), 8.5 and 8.6 shall survive termination of this Agreement; provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any from liability or damages to the other party hereto resulting from for any willful material breach of this Agreement and (ii) Agreement, in which case the provisions aggrieved party shall, subject to the limitations on liability set forth elsewhere herein, be entitled to all rights and remedies available at law or in the second sentence of Section 9.1 shall survive the termination of this Agreementequity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nasdaq Stock Market Inc)
Effect of Termination and Abandonment. (a1) In Except as provided in subsections (b) and (c) below, in the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article VIIIVII, this Agreement shall 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, provided that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful material breach Willful Breach of this Agreement or fraud, and (ii) the provisions set forth in this Section 7.5 and the second provisions described in the first sentence of Section 9.1 8.1 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KushCo 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 ARTICLE VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that foregoing: (i) except as otherwise provided herein, no such termination shall relieve any party hereto Party of any liability or damages to the other party hereto Party resulting from any willful material breach of this Agreement which occurred prior to the Termination Date and (ii) no such termination shall relieve any Party or other Person of its obligations pursuant to the provisions set forth in this Section 8.2, ARTICLE XII or the second sentence Confidentiality Agreement, all of Section 9.1 which shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Rentals North America Inc)
Effect of Termination and Abandonment. (a) In Except to the extent provided in Section 9.5(b), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIARTICLE IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its Representatives or Affiliates, including any Lender Related Party); provided, however, and notwithstanding anything in the foregoing to the contrarycontrary set forth in this Agreement, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto Party of any liability or damages to the other party hereto Parties resulting from any willful material breach of this Agreement and (ii) the provisions set forth in this Section 9.5 and the second sentence of Section 9.1 10.1 shall survive the termination of this Agreement.
Appears in 1 contract
