Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this Section 8.5, Sections 5.3(c) and 6.13, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, this Agreement (other than this Section 8.5, Sections 5.3(c) and 6.13, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representativesRepresentatives), other than the provisions of this Section 7.5 and Section 7.6; providedPROVIDED, howeverHOWEVER, that that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

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 than, with respect to the parties hereto, the obligations pursuant to this Section 8.5, 9.5 and Sections 5.3(c) 10.1 and 6.13, and Article IX10.2) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful wilful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of the termination of this Agreement and the abandonment of the Merger Stock Purchase pursuant to this Article VIII, this Agreement (other than this Section 8.5, Sections 5.3(c) the second sentence of Section 5.2, Section 6.2, the second and 6.13third sentences of Section 7.2(h), and Article IXVIII) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors, attorneys or other representativesRepresentatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this AgreementAgreement by such party.

Effect of Termination and Abandonment. (a) In the event of termination of If this Agreement and the abandonment of the Merger is terminated or abandoned pursuant to this Article VIIIX, this Agreement (other than this Section 8.5, Sections 5.3(c) and 6.13, and Article IX) shall become void and of no further force or effect with no liability on the part of any party hereto (or on the part of any of its directors, officers, employees, agents, legal and or financial advisors, advisors or other representatives); provided, howeverexcept that (i) the agreements contained in this Article X, that except as otherwise provided hereinArticle XI, Article XII and in the Confidentiality Agreement, shall survive the termination hereof and (ii) no such termination shall relieve any party hereto of any liability or damages resulting from any willful material breach by that party of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this Section 8.5, Sections 5.3(c5.2(c) and 6.13, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this as set forth in Section 8.5, Sections 5.3(c) and 6.13, and Article IX9.1) shall become void and of no effect with no liability (other than the liabilities arising under the provisions, including this Section 8.5, set forth in Section 9.1) on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, or other representativesRepresentatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger Share Exchange pursuant to this Article VIII, this Agreement (other than this Section 8.58.5 and Sections 5.3(d), Sections 5.3(c) and 6.13, 6.16 and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement and the Arrangement pursuant to this Article VIIIV, this Agreement (other than this as set forth in Section 8.5, Sections 5.3(c) and 6.13, and Article IX6.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, the provisions of Sections 5.17, 6.9 and Article X of this Agreement (shall survive the termination of this Agreement, but in all other than respects this Section 8.5, Sections 5.3(c) and 6.13, and Article IX) Agreement shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of Upon termination of this Agreement and the abandonment of the Merger pursuant to Section 5.9 or this Article VIIIVII, this Agreement and all agreements and documents (other than this Section 8.5, Sections 5.3(cincluding legal opinions) and 6.13, and Article IX) related hereto shall become be void and of no effect with force or effect, and there shall be no liability by reason of this Agreement or the termination thereof on the part of any party hereto (hereto, or on the part of any of its the respective directors, officers, managers, employees, agents, legal and financial advisors, representatives or other representatives)shareholders of any of them; provided, however, provided that except as otherwise provided herein, no such termination shall this Section 7.5 will not relieve any party hereto from liability for damages incurred as a result of any liability or damages resulting from any willful breach by such party or by an affiliate of such party of any of its respective representations, warranties, covenants or obligations set forth in this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than as set forth in this Section 8.58.5 or Sections 5.2(c), Sections 5.3(c) 5.4, 6.11, 9.4 and 6.13, and Article IX9.8) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this Section 8.58.5 and Sections 5.2(c), Sections 5.3(c) and 6.13, 6.13 and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

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 this Section 8.5, Sections 5.3(c) 9.6 and 6.13, and Article IXSection 10.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); providedPROVIDED, howeverHOWEVER, that that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger Transaction pursuant to this Article VIIIVII, this Agreement (other than this Section 8.5, Sections 5.3(c) and 6.13, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representativesRepresentatives), other than the Confidentiality Agreement, the provisions of this Section 7.5, Section 7.6 and Article VIII; provided, however, that that, except as otherwise provided hereinin this Agreement, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this as set forth in Section 8.5, Sections 5.3(c) and 6.13, and Article IX9.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives)representa tives) except pursuant to Section 6.13, Section 6.17, Section 8.5 and Article IX; provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this Section 8.5, 8.5 and Sections 5.3(c) and 6.13), 5.3(d), 6.9 and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representativesRepresentatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this Section 8.5, Sections Section 5.3(c) and 6.13, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful material breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than as set forth in Section 6.6, this Section 8.5, Sections 5.3(c) and 6.13, 8.5 and Article IXIX each of which shall survive the termination of this Agreement) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In a)In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, this Agreement (other than this Section 8.5, Sections 5.3(c) and 6.13, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representativesRepresentatives), other than the provisions of this Section 7.5 and Section 7.6; provided, however, that that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this Section 8.5, Sections 5.3(c) ), 6.12 and 6.138.5, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

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 this Section 8.59.5, Sections 5.3(c5.2(c) and 6.13, and Article IXX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

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 VII, this Agreement (other than this Section 8.57.5, Sections 5.3(cSection 4.4(b) and 6.13, and Article IXSection 8.2(a)) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

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 this as set forth in Section 8.5, Sections 5.3(c) and 6.13, and Article IX10.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); providedPROVIDED, howeverHOWEVER, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In Subject to the terms of Section 7.6, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIARTICLE VII, this Agreement (other than this Section 8.57.5, Sections 5.3(cSection 4.3(b) and 6.13, and Article IXSection8.2(a)) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

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 (other than this as set forth in Section 8.5, Sections 5.3(c) and 6.13, and Article IX8.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); providedPROVIDED, howeverHOWEVER, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this Section Sections 8.5, Sections 5.3(c5.2(b) and 6.136.5, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its stockholders, directors, officers, managers, employees, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any fraud or willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, this Agreement (other than this Section 8.5, Sections 5.3(c) and 6.13, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representativesRepresentatives), other than the provisions of this Section 7.5 and Section 7.6; provided, however, that that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger Transaction pursuant to this Article VIII, this Agreement (other than this Section 8.5, as set forth in Sections 5.3(c) 3.5 and 6.13, and Article IX3.10) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, managers, members, stockholders, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, this Agreement (other than this as set forth in Section 8.5, Sections 5.3(c) and 6.13, and Article IX10.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); providedPROVIDED, howeverHOWEVER, that that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In Subject to the terms of Section 7.6, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIARTICLE VII, this Agreement (other than this Section 8.57.5, Sections 5.3(cSection 4.3(c) and 6.13, and Article IXSection 8.2(a)) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this Section 8.5, Sections 5.3(c) and 6.13, and Article IXas set forth in SECTION 9.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or grossly negligent breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than as set forth in Section 6.6, Section 6.11, this Section 8.5, Sections 5.3(c) and 6.13, 8.5 and Article IXIX each of which shall survive the termination of this Agreement) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that except as otherwise provided herein, herein no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

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 (other than as set forth in this Section 8.5, Sections 5.3(c) and 6.13, and Article IXSECTION 8.5 AND SECTION 9.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

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 VII, this Agreement (other than this Section 8.57.5, Sections 5.3(c) Section 4.3(c), Section 5.16 and 6.13, and Article IXSection 8.2(a)) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

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 this Section 8.59.5, Sections 5.3(c) Section 5.2(b), Section 6.8 and 6.13Section 6.11, and Article IXX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

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, this Agreement (other than this Section 8.5, Sections 5.3(c) and 6.13Section 6.5 as it relates to the parties confidentiality obligations, and Article IX10) shall will become void and of no effect effect, with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, or other representatives); provided, however, that except as otherwise provided herein, no such termination shall will relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of the termination of this Agreement and the abandonment of the Merger Unit Purchase pursuant to this Article VIII, this Agreement (other than this Section 8.5, Sections 5.3(c) the second sentence of Section 5.2, Section 6.2, the second and 6.13third sentences of Section 7.2(h), and Article IXVIII) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors, attorneys or other representativesRepresentatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this AgreementAgreement by such party.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger Transaction pursuant to this Article VIIIVII, this Agreement (other than this Section 8.5, Sections 5.3(c) and 6.13, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, advisors or other representativesRepresentatives), other than the Confidentiality Agreement, the provisions of this Section 7.5, Section 7.6 and Article VIII; provided, however, that that, except as otherwise provided hereinin this Agreement, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.. 53

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this as set forth in Section 8.5, Sections 5.3(c) and 6.13, and Article IX9.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, or other representatives)) except as otherwise provided herein; provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional material breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this as set forth in Section 8.5, Sections 5.3(c) and 6.13, and Article IX9.1) shall become void and of no effect with no liability (other than the liabilities arising under the provisions, including this Section 8.5, set forth in Section 9.1) on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors, or other representativesRepresentatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.

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 VII, this Agreement (other than this Section 8.5SECTION 7.5, Sections 5.3(cSECTION 4.4(B) and 6.13, and Article IXSECTION 8.2(A)) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors, or other representatives); providedPROVIDED, howeverHOWEVER, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this Agreement.