Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) no such termination shall relieve any Party of any liability or damages to any other Party resulting from any fraud or Willful Breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (C&J Energy Services, Inc.), Agreement and Plan of Merger (Keane Group, Inc.)
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d9.5(c), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates); provided, however, that, and notwithstanding anything in this Agreement to the contrary, that (i) no such termination shall relieve any Party of any liability or damages to any the other Party resulting from any fraud or any Willful and Material Breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses)7.10, this Section 9.5 (Effect of Termination and Abandonment) 9.5, Article X and the Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NantKwest, Inc.), Agreement and Plan of Merger (Cambridge Equities, LP)
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(cparagraphs (b) and Section 9.5(d)or (c) below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud willful or Willful Breach 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 Article X (Miscellaneous and General), Section 7.13 (Expenses8.3(a)(ii), this Section 9.5 (Effect of Termination 8.5 and Abandonment) and the Confidentiality Agreement Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acorn International, Inc.), Agreement and Plan of Merger (Tongjitang Chinese Medicines Co)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d)) below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) no such termination shall relieve any Party of any liability or damages to any other Party resulting from any fraud or Willful Breach of this Agreement and (ii) the provisions set forth in Article X ([Miscellaneous and General)], Section 7.13 ([Expenses)], this Section 9.5 ([Effect of Termination and Abandonment) ] and the Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (Versum Materials, Inc.)
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d8.5(b), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful material breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 8.5 and the Confidentiality Agreement second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Choicepoint Inc), Agreement and Plan of Merger (Reed Elsevier PLC)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b8.2(b), Section 9.5(c8.2(c), Section 8.2(d) and Section 9.5(d), 8.2(e) in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXin accordance with Section 8.1, 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 Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, that (ix) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful and material breach of this Agreement and (iiy) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 8.2 and the Confidentiality Agreement second and third sentences of Section 9.1 shall survive the termination of this Agreement.. For purposes of this Agreement, “
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Monsanto Co /New/)
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d9.5(c), in the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates); provided, however, that, and notwithstanding anything in this Agreement to the contrary, that (i) no such termination shall relieve any Party of any liability or damages to any the other Party resulting from any fraud or any Willful and Material Breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses)7.11, this Section 9.5 (Effect of Termination and Abandonment) 9.5, Article X and the Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BridgeBio Pharma, Inc.), Agreement and Plan of Merger (BridgeBio Pharma, Inc.)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c8.5(b) and Section 9.5(d)9.1 below, in the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article IXVIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, however, that, and notwithstanding anything in this Agreement to the contrary, (i) no such termination shall relieve any Party of any liability or damages to any other Party resulting from any fraud or Willful Breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 8.5 and the Confidentiality Agreement second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golden Nugget Online Gaming, Inc.), Agreement and Plan of Merger (DraftKings Inc.)
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(cparagraph (b) and Section 9.5(d)below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful and material breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 8.5 and the Confidentiality Agreement second sentence of Section 9.1 shall survive the termination of this Agreement, and the Confidentiality Agreement shall survive in accordance with its terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medicis Pharmaceutical Corp), Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c10.5(b) and Section 9.5(d)below, in the event of termination of this Agreement and the abandonment of the Merger and the other Transactions pursuant to this Article IXARTICLE X, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, however, that, and notwithstanding anything in this Agreement to the contrary, (i) no such termination shall relieve any Party of any liability or damages to any other Party resulting from any fraud or Willful Breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 10.5 and ARTICLE XI (Effect of Termination and Abandonmentother than Section 11.12 thereof) and the Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Discovery, Inc.), Agreement and Plan of Merger (At&t Inc.)
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d8.5(b), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliatesaffiliates); provided, however, that, and notwithstanding anything in this Agreement herein to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful and intentional material breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 8.5 and the Confidentiality Agreement second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conmed Corp), Agreement and Plan of Merger (Viking Systems Inc)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d), in In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, this Agreement shall become void and of no effect with no liability to any Person person on the part of any Party party hereto (or of any of its Representatives or Affiliatesaffiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) except as otherwise provided herein and subject to Section 8.5(c), no such termination shall relieve any Party party hereto of any liability or for damages to any the other Party party hereto resulting from any fraud or Willful Breach knowing and intentional material breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination 8.5 Section 8.6 and Abandonment) Article IX and the Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingram Micro Inc), Agreement and Plan of Merger (Brightpoint Inc)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c8.2(b) and Section 9.5(d)below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party party hereto (or any of its Representatives or Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrarycontrary in this Agreement, (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful and material breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 8.2 and the Confidentiality Agreement second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (FBR & Co.)
Effect of Termination and Abandonment. (a) Except to the extent as provided in this Section 9.5(b), Section 9.5(c) and Section 9.5(d)9.5, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement herein to the contrarycontrary (other than Section 9.5(f)), that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful and material breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement second sentence of Section 10.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harris Corp /De/), Agreement and Plan of Merger (Exelis Inc.)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d), in In the event of termination of this Agreement and the abandonment of the Newco Merger pursuant to this Article IXVII, this Agreement shall become void and of no effect (other than as set forth in Section 8.01) with no liability to any Person or further obligation on the part of any Party party hereto (or of any of its Representatives representatives or Affiliatesaffiliates), except as otherwise provided in this Section 7.02; provided, however, provided that, and notwithstanding anything in this Agreement the foregoing to the contrary, (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party parties hereto resulting from any fraud or Willful Breach willful material breach of this Agreement Agreement, and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement 8.01 shall survive the termination of this AgreementAgreement and termination shall not relieve any party of any liability under such provisions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mission Community Bancorp), Agreement and Plan of Merger (Santa Lucia Bancorp)
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(cparagraph (b) and Section 9.5(d)below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that: (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach any willful material breach of this Agreement and Agreement; (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement second sentence of Section 10.1 shall survive the termination of this Agreement; and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(bSections 8.2(b), Section 9.5(c8.2(c), 8.2(d), 8.2(e) and Section 9.5(d8.2(g), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXin accordance with Section 8.1, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, provided that (ix) no such termination shall relieve any Party the Company of any liability or damages to any other Party Parent resulting from any fraud or Willful and Material Breach of its obligations set forth in this Agreement and (iiy) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 8.2 and the Confidentiality Agreement second and third sentences of Section 9.1 shall survive the termination of this Agreement. In addition to the foregoing, no termination of this Agreement will affect the rights or obligations of any Party pursuant to the Guarantee, which rights, obligations and agreements set forth in the Guarantee will survive the termination of this Agreement in accordance with their respective terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Cornerstone Building Brands, Inc.)
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(cparagraphs (b) and Section 9.5(d)(c) below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful material breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 8.5 and the Confidentiality Agreement second sentence of Section 9.1 shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Bowne & Co Inc)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b8.2(b), Section 9.5(c8.2(c), Section 8.2(d) and Section 9.5(d), 8.2(e) in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXin accordance with Section 8.1, 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 Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, that (ix) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach of this Agreement willful and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement shall survive the termination of this Agreement.material breach
Appears in 1 contract
Samples: Agreement and Plan of Merger
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(bSections 8.2(b), Section 9.5(c8.2(c), 8.2(d), 8.2(e) and Section 9.5(d8.2(f), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXin accordance with Section 8.1, 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 Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, that (ix) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful and material breach of its obligations set forth in this Agreement and (iiy) the provisions set forth in Article X Section 5.1(y) (Miscellaneous and GeneralNo Other Representations or Warranties), Section 7.13 5.2(i) (ExpensesNo Other Representations or Warranties), this Section 9.5 (Effect of Termination and Abandonment) 8.2 and the Confidentiality Agreement second and third sentences of Section 9.1 (Survival) shall survive the termination of this Agreement.. For purposes of this Agreement, “
Appears in 1 contract
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(bSections 8.2(b), Section 9.5(c8.2(c), 8.2(d) and Section 9.5(d8.2(e), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXin accordance with Section 8.1, 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 Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, that (ix) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful and material breach of its obligations set forth in this Agreement and (iiy) the provisions set forth in Article X (Miscellaneous and General)this Section 8.2, Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment6.16(d) and the Confidentiality Agreement second and third sentences of Section 9.1 shall survive the termination of this Agreement.. For purposes of this Agreement, “
Appears in 1 contract
Effect of Termination and Abandonment. (a) Except to the extent as otherwise provided in this Section 9.5(b), Section 9.5(c) and Section 9.5(d)8.5, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful material breach of this Agreement and Agreement, (ii) the provisions set forth in Article X Section 6.5(b) (Miscellaneous and Generalfourth to last sentence), Section 7.13 (Expenses6.17(e), this Section 9.5 8.5 and Article IX (Effect other than the first sentence of Termination Section 9.1 and AbandonmentSection 9.5(c)) and the Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Refining, Inc.)
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(c8.5(b) and Section 9.5(d8.5(c), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement herein to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful and intentional material breach of this Agreement and (ii) the provisions set forth in this Section 8.5 and Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 1 contract
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d), in In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX8, 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 Affiliatesaffiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, (i) that except as otherwise specified herein, no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach the willful material breach of this Agreement and (ii) or the willful failure on the part of any party to fulfill in any material respect a condition to the performance of the other party. The provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), of this Section 9.5 (Effect of Termination and Abandonment) 8.05 and the Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 1 contract
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), ) and Section 9.5(c) and Section 9.5(d)below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) no such termination shall relieve any Party of any liability or damages to any other Party resulting from any fraud or Willful Breach of this Agreement and (ii) the provisions set forth in Article X ([Miscellaneous and General)], Section 7.13 (7.7(e) [Financing and Indebtedness], Section 7.12 [Expenses)], this Section 9.5 ([Effect of Termination and Abandonment) ] and the Confidentiality Agreement shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Versum Materials, Inc.)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(cSections 7.2(b) and Section 9.5(d)7.2(c) below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVII, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party party hereto (or any of its Representatives or Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful and Material Breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 5.12 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 7.2 and the Confidentiality Agreement second sentence of Section 8.1 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unified Grocers, Inc.)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d), in In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, this Agreement shall become void and of no effect (except for Section 7.9, this Section 9.5 and Article X) with no liability to any Person on the part of any Party party hereto (or of any of its Representatives or Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful material breach of this Agreement (but subject in all cases to the other provisions of this Section 9.5) and (ii) the provisions set forth in Article X (Miscellaneous and General), the second sentence of Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement 10.1 shall survive the termination of this Agreement.
Appears in 1 contract
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(bSections 8.05(b), Section 9.5(c8.05(c) and Section 9.5(d)8.05(d) below, in the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article IXARTICLE VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i1) no such termination shall relieve any Party of any liability or damages to any other Party resulting from any fraud or Willful Breach willful material breach of this Agreement (subject only, with respect to any such liability or damages of the Company or Parent, as applicable, to Sections 8.05(f) and 8.05(g)), and (ii2) the provisions set forth in Article X (Miscellaneous and GeneralSection 6.06(b), the provisions of Section 7.13 (Expenses)6.18 which by their express terms survive any termination, this Section 9.5 (Effect of Termination 8.05 and Abandonment) ARTICLE IX and the Confidentiality Agreement relevant definitions shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NorthStar Realty Europe Corp.)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(bSections 8.2(b), Section 9.5(c8.2(c), 8.2(d) and Section 9.5(d8.2(e), in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXin accordance with Section 8.1, 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 Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, that (ix) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful and material breach of its obligations set forth in this Agreement and (iiy) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 8.2 and the Confidentiality Agreement second and third sentences of Section 9.1 shall survive the termination of this Agreement.. For purposes of this Agreement, “
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Cable Corp /De/)
Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(cparagraph (b) and Section 9.5(d)below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful and intentional breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) 8.5 and the Confidentiality Agreement second sentence of Section 9.1 shall survive the termination of this Agreement.
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Samples: Agreement and Plan of Merger (Hanmi Financial Corp)
Effect of Termination and Abandonment. (a) Except to the extent as otherwise provided in this Section 9.5(b), Section 9.5(c) and Section 9.5(d)8.5, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful material breach of this Agreement and Agreement, (ii) the provisions set forth in Article X Section 6.5(b) (Miscellaneous and Generalfourth to last sentence), Section 7.13 (Expenses6.17(e), this Section 9.5 8.5 and Article IX (Effect other than the first sentence of Termination Section 9.1 and AbandonmentSection 9.5(c)) and the Confidentiality Agreement shall survive the termination of this Agreement.
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Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c10.5(b) and Section 9.5(d)below, in the event of termination of this Agreement and the abandonment of the Merger and the other Transactions pursuant to this Article IXARTICLE X, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, however, that, and notwithstanding anything in this Agreement to the contrary, (i) no such termination shall relieve any Party of any liability or damages to any other Party resulting from any fraud or Willful Breach of this Agreement Agreement, and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 10.5 and ARTICLE XI (Effect of Termination and Abandonmentother than Section 11.12 thereof) and the Confidentiality Agreement shall survive the termination of this Agreement.
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Samples: RMT Transaction Agreement (Berry Global Group, Inc.)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d), in In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) except as otherwise provided herein and subject to this Section 8.5 or Section 9.10(a), no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud or Willful Breach willful breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), the second sentence of Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement 9.1 shall survive the termination of this Agreement.
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Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(cparagraphs (b) and Section 9.5(d)through (e) directly below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) subject to clause (d) directly 105 below, no such termination shall relieve any Party of any liability or damages to any the other Party resulting from any fraud or Willful Breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement Article X shall survive the termination of this Agreement.
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Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d), in In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVII, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates); provided, however, that, notwithstanding anything in this Agreement to the contrary, foregoing: (i) no such termination shall relieve any Party of any liability or damages to any the other Party resulting from any fraud or Willful Breach willful and material breach of this Agreement and (ii) no such termination shall relieve any Party of its obligations pursuant to the provisions set forth in Article X (Miscellaneous and General)Section 4.6, Section 7.13 (Expenses)4.8, this Section 9.5 (Effect of Termination and Abandonment) 4.10, Section 7.5, Section 8.1 through 8.13, and the Confidentiality Agreement Agreement, all of which shall survive the termination of this Agreement.
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Effect of Termination and Abandonment. (a) Except to the extent as provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d8.5(b), in the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrarycontrary but subject to Section 8.5(d), that (i) no such termination shall relieve any Party party hereto of any liability or for damages to any the other Party party hereto resulting from any fraud or Willful Breach breach of this Agreement or fraud and (ii) the provisions set forth in Article X (Miscellaneous and General), Section 7.13 (Expenses), this Section 9.5 (Effect of Termination 8.5 and Abandonment) and the Confidentiality Agreement Section 9.1 shall survive the termination of this Agreement. In no event shall any party be liable for punitive damages.
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Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d), in In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, this Agreement shall become void and of no effect (except for Section 6.12, this Section 8.5 and Article IX) with no liability to any Person on the part of any Party party hereto (or of any of its Representatives or Affiliates); provided, however, that, and notwithstanding anything in this Agreement 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 any the other Party party hereto resulting from any fraud willful or Willful Breach intentional material breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), the second sentence of Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement 9.1 shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (VeriFone Holdings, Inc.)
Effect of Termination and Abandonment. (a) Except to the extent provided in Section 9.5(b), Section 9.5(c) and Section 9.5(d), in In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IXVIII, 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 Affiliates); provided, however, that, and notwithstanding anything in this Agreement the foregoing to the contrary, that (i) subject to Section 8.5(b), Section 8.5(c) and Section 9.10(a), no such termination shall relieve any Party party hereto of any liability or damages to any the other Party party hereto resulting from any fraud willful or Willful Breach intentional material breach of this Agreement and (ii) the provisions set forth in Article X (Miscellaneous and General), the second sentence of Section 7.13 (Expenses), this Section 9.5 (Effect of Termination and Abandonment) and the Confidentiality Agreement 9.1 shall survive the termination of this Agreement.
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