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 by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases), 6.13 (Confidentiality Agreement) and 9.5 (Expenses) and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases)6.4, 6.13 (Confidentiality Agreement) 6.14 and 9.5 (Expenses) 9.4 and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or and the Company as provided in Section 8.1abandonment of the Merger pursuant to this ARTICLE VIII, this Agreement shall forthwith become void and have of no effect, and none effect with no liability to any Person on the part of Buyer, the Company, any of their respective Subsidiaries party hereto (or any of the officers or directors of any of them its representatives or affiliates); provided that (i) except as otherwise provided in Sections 8.5(h) and 9.5(d) and subject to the limitations of Section 9.5(c), no such termination shall have 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 (it being understood that any nature whatsoever hereundersuch liability or damages for which the Company or Parent may become liable shall be calculated net of the amount of the Termination Fee or Parent Fee, if previously paid by the Company or in connection with the transactions contemplated herebyParent, except that Sections 6.3 (Press Releases), 6.13 (Confidentiality Agreementrespectively) and 9.5 (Expensesii) and this the provisions set forth in the second sentence of Section 8.2 and all other obligations of the parties specifically intended to be performed after 9.1 shall survive the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either any of Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases)6.5, 6.13 (Confidentiality Agreement) 6.20 and 9.5 (Expenses) 9.4 and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections Section 6.3 (Press Releases), 6.13 (Confidentiality Agreement) and 9.5 (Expenses) and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful and material breach of any provision of this AgreementAgreement or fraud.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases), 6.13 (Confidentiality Agreement) and 9.5 (Expenses) and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither none of Buyer nor or the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases), 6.13 (Confidentiality AgreementAgreements) and 9.5 (Expenses) and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company Seller as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, the CompanySeller, any of their respective Subsidiaries affiliates or any of the officers their respective employees, officers, directors or directors of any of them representatives shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases), 6.13 (Confidentiality Agreementi) and 9.5 (ExpensesSection 6.2(c) and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement Article IX shall survive any termination of this Agreement; provided, however, that, and (ii) notwithstanding anything to the contrary hereincontained in this Agreement, neither Buyer nor the Company Seller shall be relieved or released from any liabilities or damages arising out of its willful fraud or any knowing, intentional and material breach of any provision of its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, Buyer Bank, the Company, any of their respective Subsidiaries (as applicable) or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases), 6.13 (Confidentiality Agreement) and 9.5 (Expenses) and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither none of Buyer, Buyer nor Bank or the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, Merger LLC, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases), 6.13 (Confidentiality Agreement) and 9.5 9.4 (Expenses) and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreementsuch termination; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor none of Buyer, Merger LLC or the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this AgreementAgreement or any fraud; provided, further, that the Confidentiality Agreement shall survive the termination of this Agreement and shall remain in full force and effect in accordance with its terms.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company Seller as provided in Section 8.17.01 , this Agreement shall forthwith become void and have no effect, and none of Buyer, the CompanySeller, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 Section 5.02 (Press Releases), 6.13 Section 5.11 (Confidentiality Agreement) and 9.5 Section 8.04 (Expenses) and this Section 8.2 7.02 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, and subject to the provisions and limitations of this Section 7.02, neither Buyer nor the Company Seller or Shareholder shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this AgreementAgreement occurring prior to termination.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases)6.4, 6.13 (Confidentiality Agreement) 6.11 and 9.5 (Expenses) 9.4 and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary hereinherein (including Section 8.2(f)), neither Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreementknowing, intentional misrepresentation or fraud.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer CNB or the Company as provided in Section 8.18.01, this Agreement shall forthwith become void and have no effect, and none of BuyerCNB, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 Section 6.03 (Press Releases), Section 6.13 (Confidentiality Agreement) and 9.5 ), Section 9.03 (Expenses) and this Section 8.2 8.02 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer CNB nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.18.01, this Agreement shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 Section 6.03 (Press Releases), Section 6.13 (Confidentiality Agreement) and 9.5 ), Section 9.05 (Expenses) and this Section 8.2 8.02 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases6.5(b), 6.13 (Confidentiality Agreement) 8.2, 9.1 and 9.5 (Expenses) and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither the Buyer nor the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of Buyer, Merger LLC, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases), 6.13 (Confidentiality Agreement) and 9.5 (Expenses) and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement8.2; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor none of Buyer, Merger LLC or the Company shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement by either Buyer ORRF or the Company CVLY as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and none of BuyerORRF, the CompanyCVLY, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Sections 6.3 (Press Releases), 6.13 (Confidentiality Agreement) and 9.5 (Expenses) and this Section 8.2 and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, neither Buyer nor the Company none of ORRF or CVLY shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.