Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article 7, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein shall relieve any party from liability for any breach of any covenant or agreement under this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (DRS Technologies Inc)

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Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article 7, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 -36- and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein shall relieve any party from liability for any breach of any covenant or agreement under this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Integrated Defense Technologies Inc), Agreement and Plan of Merger (Integrated Defense Technologies Inc)

Effect of Termination and Abandonment. In the event of termination of ------------------------------------- this Agreement and the abandonment of the Merger pursuant to this Article 79, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 9.5 and Sections 5.5(b)7.9, 5.6Article 10 and Sections 11.3, 7.311.4, 7.411.6, 8.5 11.10, 11.13 and 8.6 11.17 and except that nothing herein shall relieve any party from liability for any breach of any covenant or agreement under this Agreementthe Confidentiality Agreement referred to in Section 11.4.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pac Rim Holding Corp), Agreement and Plan of Merger (Pac Rim Holding Corp)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger this transaction pursuant to this Article 7IX, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 9.3 and except that nothing herein shall relieve for the provisions of Sections 10.1, 10.3, 10.4, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, and 10.16, and any party from liability for any breach of any covenant or confidentiality agreement under this Agreementsigned by the parties hereto.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Insynq Inc), Asset Transfer Agreement (HeartSTAT Technology, Inc.)

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to is abandoned, no party will have any liability or further obligation under this Article 7Agreement; provided, all obligations of the parties hereto shall terminatehowever, that, except the obligations of the parties pursuant to this as set forth in Section 7.2 and Sections 5.5(b8.03(b), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing contained herein shall relieve any a party from liability for any breach by it of any covenant or agreement under this Agreement and except that Section 6.05(b), this Section 8.02, Section 8.03 and Article IX will survive termination of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Newalliance Bancshares Inc), Agreement and Plan of Merger (First Niagara Financial Group Inc)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article 7IX, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein shall relieve any party from liability for any breach of any covenant or agreement under this Agreement9.6 hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (North American Scientific Inc), Agreement and Plan of Merger (Friede John A)

Effect of Termination and Abandonment. In the event of ------------------------------------- termination of this Agreement and the abandonment of the Merger pursuant to this Article 7, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein shall relieve any party from liability for any breach of any covenant or agreement under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Engineered Support Systems Inc)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article 78, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Sections 5.5 and 5.7, and the confidentiality obligations under the Confidentiality Agreement (as reaffirmed in Section 7.2 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein 5.4) which obligations shall relieve any party from liability for any breach survive the termination of any covenant or agreement under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iown Holdings Inc)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article 79, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein shall relieve any party from liability for any breach of any covenant or agreement under this Agreement6.1.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Etc Transaction Corp)

Effect of Termination and Abandonment. In the event of termination of this Agreement 50 51 and the abandonment of the Merger pursuant to this Article 78, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 and Sections 5.5(b)5.10, 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein which obligations shall relieve any party from liability for any breach survive the termination of any covenant or agreement under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc)

Effect of Termination and Abandonment. In the event of ------------------------------------- termination of this Agreement and the abandonment of the Merger pursuant to this Article 78, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Sections 5.6 and 5.8 hereof and pursuant to the Confidentiality Agreement (as amended by Section 7.2 and Sections 5.5(b5.5 hereof), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein which obligations shall relieve any party from liability for any breach survive the termination of any covenant or agreement under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Petopia Com Inc)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article 7IX, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 9.2 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 Section 6.12 and except that nothing herein shall relieve for the provisions of Sections 10.2, 10.3, 10.5, 10.6, 10.7, 10.11, 10.12, and 10.13 and pursuant to any party from liability for any breach of any covenant or confidentiality agreement under this Agreementsigned by the parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Dj Holdings Inc)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article 79, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 9.5 and Sections 5.5(b)7.9, 5.6Article 10 and Sections 11.3, 7.311.4, 7.411.6, 8.5 11.10, 11.13 and 8.6 11.17 and except that nothing herein shall relieve any party from liability for any breach of any covenant or agreement under this Agreementthe Confidentiality Agreement referred to in Section 11.4.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Superior National Insurance Group Inc)

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Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Article 7IX, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 10.4 of the Merger Agreement and Sections 5.5(b10.2 through 10.14 inclusive of this Agreement. Moreover, in the event of termination of this Agreement pursuant to Section 9.2(a), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein shall relieve any prejudice the ability of the non-breaching party from liability for any breach of any covenant or agreement under this Agreement.to pursue any

Appears in 1 contract

Samples: Stock Purchase Agreement (Broughton Foods Co)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article 7VIII, all obligations of the parties hereto shall terminate, 27 32 except the obligations of the parties pursuant to this Section 7.2 the provisions of Sections 6.6, 8.2, 8.3 and Sections 5.5(b)9.6, 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein which obligations shall relieve any party from liability for any breach survive the termination of any covenant or agreement under this Agreement.. 8.4

Appears in 1 contract

Samples: Execution Copy Agreement and Plan of Merger (Vestar Sheridan Inc)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger this transaction pursuant to this Article 7X, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 10.3 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 Section 5.12 and except that nothing herein shall relieve for the provisions of Sections 11.2, 11.3, 11.5, 11.6, 11.7, 11.11, 11.12, and 11.13 and pursuant to any party from liability for any breach of any covenant or confidentiality agreement under this Agreementsigned by the parties hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Xcel Management Inc/Ut)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article 7IX, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 Sections 7.2, 7.3 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 9.6 hereof and except that nothing herein shall relieve any party from liability for any breach the provisions of any covenant or agreement under this AgreementArticle XIII hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Molina Healthcare Inc)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Contemplated Transactions pursuant to this Article 7, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 7.5 and except that nothing herein shall relieve any party from liability for any breach the provisions of any covenant or agreement under this AgreementArticle 8 hereof (excluding Sections 9.3 and 9.12).

Appears in 1 contract

Samples: Contribution Agreement (Walden Residential Properties Inc)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article 7VIII, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 7.2 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that for the provisions of Article IX hereof, provided nothing herein shall relieve any prejudice the ability of a non-breaching party from liability seeking damages from any other party for any willful and knowing material breach of any covenant or agreement under this Agreement, including without limitation, attorneys' fees and the right to pursue any remedy at law or in equity.

Appears in 1 contract

Samples: Plan and Agreement of Merger (Philadelphia Consolidated Holding Corp)

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Purchase pursuant to this Article 78, all obligations of the parties hereto no party to this Agreement shall terminatehave any liability or further obligation to any other party to this Agreement, except the obligations of the parties pursuant to this Section 7.2 and (a) as set forth in Sections 5.5(b5.02, 5.03(b), 5.65.03(c), 7.38.03 and 9.06 hereof, 7.4, 8.5 and 8.6 and except (b) that nothing herein shall termination will not relieve any a breaching party from liability for any willful breach of any covenant or agreement under this AgreementAgreement giving rise to such termination.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sirva Inc)

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