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 VII, this Agreement (other than Sections 7.2, 8.1, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17 and 8.18) 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 or financial advisors or other representatives); provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Landrys Seafood Restaurants Inc), Agreement and Plan of Merger (Schussler Steven W), Agreement and Plan of Merger (Rainforest Cafe Inc)

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Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VII9, this Agreement (other than Sections 7.29.2, 8.110.1, 8.410.3, 8.510.5, 8.610.6, 8.710.7, 8.810.8, 8.910.10, 8.1010.11, 8.1110.12, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17 10.14 and 8.1810.15) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, members, employees, agents, legal or financial advisors or other representatives); provided, however, that no such termination shall relieve any party hereto from any liability for any willful breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its all reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Microfield Group Inc), Agreement and Plan of Merger (Microfield Group Inc), Agreement and Plan of Merger (Microfield Group Inc)

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Offer or the Merger pursuant to this Article ARTICLE VII, this Agreement (other than Sections SECTIONS 7.2, 8.1, 8.48.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17 8.14 and 8.188.15 hereof) 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 or financial advisors or other representatives); providedPROVIDED, howeverHOWEVER, that no such termination shall relieve any party hereto from any liability for any willful breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its all reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/), Agreement and Plan of Merger (Alarmguard Holdings Inc), Agreement and Plan of Merger (Praegitzer Industries Inc)

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Offer or the Merger pursuant to this Article VII, this Agreement (other than Sections 7.2, 8.1, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.16 and 8.17 and 8.18hereof) 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 or financial advisors or other representatives); provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its all reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.. Article VIII

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Monaco Coach Corp /De/), Agreement and Plan of Merger (SMC Corp)

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VII, this Agreement (other than Sections 7.2, 8.1, 8.48.2, 8.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17 8.15 and 8.188.16 hereof) 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 or financial advisors or other representatives); provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rainforest Cafe Inc), Agreement and Plan of Merger (Lakes Gaming Inc)

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VII, this Agreement (other than Sections 7.2, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.15 and 8.16, 8.17 and 8.18) shall become void and of no further force or effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal or financial advisors or other representatives); provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Safenet Inc), Agreement and Plan of Merger (Safenet Inc)

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Offer or the Merger pursuant to this Article VII, this Agreement (other than Sections 7.2, 8.1, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17 8.14 and 8.188.15 hereof) 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 or financial advisors or other representatives); provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its all reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Holmes Protection Group Inc)

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VII7, this Agreement (other than Sections 7.2, 8.19.1, 8.49.3, 8.59.5, 8.69.6, 8.79.7, 8.89.8, 8.99.10, 8.109.11, 8.119.12, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17 9.13 and 8.189.14 hereof) 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 or financial advisors or other representatives); provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Biometrics Inc)

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Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Offer or the Merger pursuant to this Article ARTICLE VII, this Agreement (other than Sections SECTIONS 7.2, 8.1, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17 8.14 and 8.188.15 hereof) 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 or financial advisors or other representatives); providedPROVIDED, howeverHOWEVER, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its all reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Holmes Protection Group Inc)

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 VIIIX, this Agreement (other than Sections 7.29.2, 8.110.1, 8.410.3, 8.510.5, 8.610.6, 8.710.7, 8.810.8, 8.910.10, 8.1010.11, 8.1110.12, 8.1210.13, 8.13, 8.14, 8.15, 8.16, 8.17 10.14 and 8.1810.15 hereof) 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 or financial advisors or other representatives); provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innovative Gaming Corp of America)

Effect of Termination and Abandonment. (a) In the event of termination of If this Agreement is terminated and the abandonment of Offer or the Merger is abandoned pursuant to this Article VII, this Agreement (other than Sections 7.2, 8.1, 8.48.3, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17 8.13 and 8.188.15 of this Agreement) shall become void and of no effect with no liability on the part of any party hereto to this Agreement (or of any of its directors, officers, employees, agents, legal or financial advisors or other representatives); provided, however, that no such termination pursuant to this Article VII shall relieve any party hereto to this Agreement from any liability for any willful breach of this Agreement prior to before termination. If this Agreement is terminated as provided hereinin this Article VII, each party shall use its all reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated herebyby this Agreement, whether obtained before or after the execution hereofof this Agreement, to the party furnishing the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Radisys Corp)

Effect of Termination and Abandonment. (a) In the event of ------------------------------------- termination of this Agreement and the abandonment of the Merger pursuant to this Article VII, this Agreement (other than Sections 7.2, 8.1, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17 8.16 and 8.188.17) shall become void and of no further force or effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal or financial advisors or other representatives); provided, however, that no such -------- ------- termination shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landrys Seafood Restaurants Inc)

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIXI, this Agreement (other than Sections 7.29.2, 8.110.1, 8.410.3, 8.510.5, 8.610.6, 8.710.7, 8.810.8, 8.910.10, 8.1010.11, 8.1110.12, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17 10.14 and 8.1810.15) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, members, employees, agents, legal or financial advisors or other representatives); provided, however, that no such termination shall relieve any party hereto from any liability for any willful breach of this Agreement prior to termination. If this Agreement is terminated as provided herein, each party shall use its all reasonable best efforts to redeliver all documents, work papers and other material (including any copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microfield Graphics Inc /Or)

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