Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Morton International Inc /In/), Agreement and Plan of Merger (Morton Acquisition Corp), Agreement and Plan of Merger (KCLC Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections 8.03 and Section 9.1; provided9.01, however, that and nothing herein shall relieve any party from liability for any breach hereof.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Smartflex Systems Inc), Share Purchase Agreement (Imo Industries Inc), Agreement and Plan of Merger (Smartflex Systems Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Agreement, this Agreement shall forthwith become void and of no further force or effect (except for Article 9, which shall survive such termination) and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from any liability for Losses for any breach hereofof this Agreement.
Appears in 8 contracts
Samples: Share Purchase Agreement (Amtd Idea Group), Share Purchase Agreement (Amtd Idea Group), Share Purchase Agreement (Amtd Idea Group)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 10.01 and (b) that nothing herein shall relieve any either party hereto from liability for any breach hereofof this Agreement.
Appears in 8 contracts
Samples: Stock Purchase Agreement (Macquarie Infrastructure CO Trust), Stock Purchase Agreement (Macquarie Infrastructure CO Trust), Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO LLC)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 7.03 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Shelbourne Properties Ii Inc), Stock Purchase Agreement (Ashner Michael L), Stock Purchase Agreement (Shelbourne Properties I Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to by any party as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be have no effect, without any liability or obligation on the part of any party hereto except as set forth in party, other than the provisions of Section 8.3 8.01 and Section 9.1; provided, however, that nothing herein 10.02. Nothing contained in this Section shall relieve any party from liability for any breach hereofof the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 7 contracts
Samples: Acquisition Agreement and Plan of Merger, Acquisition Agreement and Plan of Merger (Lighttouch Vein & Laser Inc), Acquisition Agreement and Plan of Merger (Clutterbug Move Management, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Parent, Acquiror or Target or their respective officers or directors, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein in this Section 9.2 shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (AirRover Wi-Fi Corp.), Agreement and Plan of Reorganization (Usurf America Inc), Agreement and Plan of Reorganization (Usurf America Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Article IX and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 6 contracts
Samples: Preferred Stock Purchase Agreement (Image Entertainment Inc), Preferred Stock Purchase Agreement (RLJ Acquisition, Inc.), Share Purchase Agreement (Sina Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 7.03 and Section 9.1; provided8.01 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Safeway Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Article VIII and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 6 contracts
Samples: Share Purchase Agreement (Chuanwei Zhang), Share Subscription Agreement (China Commercial Credit Inc), Share Subscription Agreement (Sina Corp)
Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.1, then this Agreement shall will forthwith become void and there shall will be no liability on the part of any party hereto except as set forth to any other party or any other Person in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereofrespect hereof regardless of the circumstances.
Appears in 5 contracts
Samples: And Asset Transfer Agreement, Spin Off and Asset Transfer Agreement (Trunity Holdings, Inc.), Spin Off Agreement (Nacco Industries Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability under this Agreement on the part of any party hereto Party except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement that occurred before relevant termination and the terms of this Section 8.02 and Article IX shall survive any such termination.
Appears in 5 contracts
Samples: Investor Rights Agreement (Origin Agritech LTD), Share Purchase Agreement (China Biologic Products Holdings, Inc.), Share Purchase Agreement (China Biologic Products Holdings, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.16.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.17.1; provided, however, that nothing herein shall relieve any party from liability for any wilful breach hereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Minot Mercantile Corp)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to termination.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Powertel Inc /De/), Stock Purchase Agreement (Intercel Inc/De), Stock Purchase Agreement (Powertel Inc /De/)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.18.1 hereof, this Agreement shall forthwith become void be terminated and have no further effect except as specifically provided herein and in Section 9.10 and, except as provided in this Section 8.2 and in Section 9.11, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Women Com Networks Inc), Agreement and Plan of Merger (Fritz Companies Inc)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall will forthwith become void and there shall will be no liability or obligation on the part of any party hereto hereto, except as set forth in with respect to Section 6.6, this Section 8.2, Section 8.3 and Section 9.1Article IX, which will survive such termination; provided, however, that nothing herein shall will relieve any party from liability for any willful and material breach hereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 10.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 4 contracts
Samples: Asset Purchase Agreement (NYSE Euronext), Asset Purchase Agreement (Nash Finch Co), Asset Purchase Agreement (Dycom Industries Inc)
Effect of Termination. In Except as provided in Section 8.5 or Section 9.1, in the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and void, there shall be no liability on the part of any party hereto, or any of their respective officers or directors, to the other and all rights and obligations of any party hereto except as set forth in Section 8.3 and Section 9.1shall cease; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any breach hereofof its representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Norfolk Southern Corp), Agreement and Plan of Merger (Delaware Otsego Corp), Agreement and Plan of Merger (CSX Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part all rights and obligations of any party hereto except shall cease except: (i) as set forth in Section 8.3 9.1 of this Agreement and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party’s rights in the case thereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alphasmart Inc), Agreement and Plan of Merger (Mississippi Valley Bancshares Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability continuing obligations on the part of any party Party hereto except (a) as set forth in Section 8.3 Sections 6.01, 9.01, 9.11, 9.12, 9.13 and Section 9.1; provided9.14, however, and (b) that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement prior to its termination.
Appears in 4 contracts
Samples: Release and Restructuring Agreement (Security Capital Assurance LTD), Release and Restructuring Agreement (Xl Capital LTD), Commutation and Release Agreement (Security Capital Assurance LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.01 and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any willful and material breach hereofof this Agreement or fraud.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Focus Media Holding LTD), Asset Purchase Agreement (Sina Corp), Asset Purchase Agreement (Focus Media Holding LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to termination.
Appears in 4 contracts
Samples: Investment Agreement (Metro One Telecommunications Inc), Stock Purchase Agreement (Powertel Inc /De/), Stock Purchase Agreement (Powertel Inc /De/)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.17.1 hereof, this Agreement shall forthwith become void be terminated and have no further effect except as specifically provided herein and, except as provided in this Section 7.2 and in Section 8.11, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1party; provided, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Us Unwired Inc), Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Us Unwired Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.03 and Section 9.1; provided, however, Article X and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Freedom Leaf Inc.), Sale and Purchase Agreement (Stryker Corp), Sale and Purchase Agreement (Boston Scientific Corp)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.17.1 hereof, this Agreement shall forthwith become void be terminated and have no further effect except as specifically provided herein and, except as provided in this Section 7.2 and in Section 8.12, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Peoples Choice Tv Corp), Agreement and Plan of Merger (Sprint Corp)
Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability Liability on the part of any party Party hereto except as set forth in Section 8.3 and Section 9.1; providedwith respect thereto, however, that but nothing herein shall relieve any party Party from liability Liability for any breach hereofprior to such termination.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Atlas America Inc), Securities Purchase Agreement (Atlas Pipeline Holdings, L.P.), Securities Purchase Agreement (Atlas Pipeline Partners Lp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.15.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto hereto, except as set forth in that (1) Section 8.3 3.5, Section 8.1, Section 8.6, Section 8.7, Section 8.8, and Section 9.1; provided, however, that 8.10 hereof shall survive such termination and (2) nothing herein shall relieve any party from liability for any willful breach of any such surviving Section hereof.
Appears in 4 contracts
Samples: Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp), Non Employee Shareholders Stock Purchase and Sale Agreement (Omni Energy Services Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability on the part of the parties to the other parties and all rights and obligations of any party hereto shall cease, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from of any liability for any breach hereofof such party's representations, warranties, covenants or agreements contained in this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cnet Inc /De), Agreement and Plan of Merger (Cnet Inc /De), Agreement and Plan of Merger (Cnet Inc /De)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.111.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth provided in this Section 8.3 11.2 and Section 9.112, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Clearlake Capital Partners, LLC), Stock Purchase Agreement (Clearlake Capital Partners, LLC), Stock Purchase Agreement (Goamerica Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any wilful breach hereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (George Acquisition Inc), Agreement and Plan of Merger (Goulds Pumps Inc), Agreement and Plan of Merger (Goulds Pumps Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void except for Section 5.03, this Section 8.02 and Article IX and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any material breach hereofof this Agreement occurring prior to such termination.
Appears in 3 contracts
Samples: Share Purchase Agreement (Bemis Co Inc), Stock Purchase Agreement (Jetblue Airways Corp), Share Purchase Agreement (Bemis Co Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to under this Section 8.15.2, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party hereto from liability for any willful breach hereofof any provision of this Agreement.
Appears in 3 contracts
Samples: Share Purchase Agreement (Cellular Biomedicine Group, Inc.), Share Purchase Agreement (Cellular Biomedicine Group, Inc.), Shares Purchase Agreement (Cellular Biomedicine Group, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1, this Agreement shall forthwith become void (excepting only those provisions hereof that by their terms survive the termination of this Agreement) and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1hereto; provided, however, provided that nothing herein shall relieve any either party from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Asset Acquisition Agreement (Adaptec Inc), Asset Transfer Agreement (Chaparral Network Storage Inc), Asset Acquisition Agreement (Edify Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 of the parties; provided that the provisions of Sections 7.2 and Section 9.1; provided, however, 7.9 and of this Article IX shall continue and that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Coleman Worldwide Corp), Agreement and Plan of Merger (CLN Holdings Inc), Agreement and Plan of Merger (Coleman Co Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except (a) as set forth in Section 8.3 6.1 and this Section 9.1; provided10.3, however, and (b) that nothing herein shall relieve any party Party hereto from liability for any breach hereofof this Agreement and all rights and remedies arising as a result of such breach shall remain available to any non-breaching Party. The provisions of this Section 10.3 shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stifel Financial Corp), Agreement and Plan of Merger (Bankatlantic Bancorp Inc), Stock Purchase Agreement (Stifel Financial Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section Sections 6.4, 8.3 and Section 9.1; provided, however, that 9.1 and (ii) nothing herein shall relieve any party from liability for any breach hereof. Any attempted termination of this Agreement not in accordance with Section 8.1 shall not be effective and shall not affect the rights or obligations of the parties set forth herein.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Select Medical of Mechanicsburg Inc), Agreement and Plan of Merger (Select Medical Corp), Agreement and Plan of Merger (Intensiva Healthcare Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1this Article 8, all further obligations of the parties under this Agreement shall forthwith become void and there shall be no terminated without any further liability on the part of any party hereto except as set forth to the other parties hereto. Nothing contained in this Section 8.3 and Section 9.1; provided, however, that nothing herein 8.2 shall relieve any party hereto from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Creative Vistas Inc), Common Stock Purchase Agreement (Miller Capital Corp), Common Stock Purchase Agreement (Creative Vistas Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 7.3 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Investment Agreement (Stewart W P & Co LTD), Stock Purchase Agreement (First Union Real Estate Equity & Mortgage Investments), Investment Agreement (Arrow Partners Lp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth that (a) the provisions of Article VIII (other than Sections 8.1 and 8.2) and this Section 7.2 shall remain in Section 8.3 effect and Section 9.1; provided, however, that (b) nothing herein shall relieve any party from liability for any breach hereofof this Agreement prior to such termination.
Appears in 3 contracts
Samples: Subscription Agreement (Pershing Gold Corp.), Subscription Agreement (Pershing Gold Corp.), Subscription Agreement (Pershing Gold Corp.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability Liability on the part of any party hereto Party, except as set forth in (a) for the provisions of Section 8.3 5.2 relating to public announcements, Section 8.2 relating to fees and expenses, and this Section 9.1; provided, however, 7.2 and (b) that nothing herein shall relieve any party either Party from liability Liability for any fraud or willful and material breach hereofof this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Herman Miller Inc), Stock Purchase Agreement (Knoll Inc), Stock Purchase Agreement (Global Furniture Holdings S.a r.l)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 7.3 and Section 9.18.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Food 4 Less Holdings Inc /De/), Agreement and Plan of Merger (Fred Meyer Inc), Agreement and Plan of Merger (Fred Meyer Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 7.03 and Section 9.1; provided, however, that 8.01 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ps Group Holdings Inc), Concord Merger Corp, Concord Merger Corp
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability under this Agreement on the part of any party hereto hereto, except (a) as set forth in Section 8.3 and Section 9.1; provided, however, that (b) nothing herein shall relieve any party from liability for any willful breach hereofof any of its representations, warranties, covenants or agreements set forth in this Agreement prior to such termination.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Applied Innovation Inc), Agreement and Plan of Merger (Checkfree Corp \Ga\), Agreement and Plan of Merger (Carreker Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Parent, Acquiror or Target or their respective officers or directors, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein in this Section 8.2 shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Plan and Agreement of Merger (Ubroadcast, Inc.), Plan and Agreement of Merger (Diamond I, Inc.), Plan and Agreement of Merger (Diamond I, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 7.3, Section 5.2 and Section 9.18.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (WTNH Broadcasting Inc), Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (Lin Television Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.02 and Section 9.1; provided, however, Article IX and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 3 contracts
Samples: Share Purchase Agreement (HSW International, Inc.), Share Purchase Agreement (Intac International Inc), Share Purchase Agreement (Intac International Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections 9.01 and Section 9.19.11; providedPROVIDED, however, HOWEVER that nothing contained herein shall relieve any party from liability for any wilful breach hereofof this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan (Aqua Alliance Inc), Agreement and Plan of Merger (Aqua Alliance Inc), Agreement and Plan (Vivendi)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto (a) except as set forth in Section 8.3 5.05 and Section 9.1; provided, however, that 11.01 hereof and (b) nothing herein shall relieve any party hereto from liability for any willful breach hereof.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Isolyser Co Inc /Ga/), Asset Purchase Agreement (Isolyser Co Inc /Ga/), Abbeville Plant Agreement (Isolyser Co Inc /Ga/)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.113.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Party except (a) as set forth in Section 8.3 13.03, and Section 9.1; provided, however, (b) that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Master Transaction Agreement, Master Transaction Agreement (Advanced Micro Devices Inc), Master Transaction Agreement (Advanced Micro Devices Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.02 and Section 9.1; provided, however, (b) that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (General Electric Capital Corp), Stock Purchase Agreement (Tyco International LTD /Ber/), Stock Purchase Agreement (Axa Financial Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1as provided in Clause 10.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, provided that nothing herein shall relieve any party hereto from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Purchase Agreement (XINHUA SPORTS & ENTERTAINMENT LTD), This Purchase Agreement (XINHUA SPORTS & ENTERTAINMENT LTD), Purchase Agreement (Xinhua Finance Media LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.Party except:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (VivoPower International PLC), Membership Interest Purchase Agreement (Leidos, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Parent, Acquiror or Target or their respective officers or directors, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein in this Section 8.02 shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Plan and Agreement of Merger (Digital Development Partners, Inc.), Plan and Agreement of Merger (Digital Development Partners, Inc.), Plan and Agreement of Merger (Black Bird Potentials Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Agreement, this Agreement shall forthwith become void and of no further force or effect (except for Section 5.02 and Article 9, which shall survive such termination) and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from any liability for Losses for any breach hereofof this Agreement.
Appears in 3 contracts
Samples: Share Purchase Agreement (AMTD International Inc.), Share Purchase Agreement (AMTD International Inc.), Share Purchase Agreement (AMTD International Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void except as set forth in Section 8.1 and there shall be no liability on the part of any party hereto or their respective officers or directors except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof7.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sempra Energy), Agreement and Plan of Merger (K N Energy Inc)
Effect of Termination. In the event of the termination of this Agreement is terminated pursuant to Section 8.18.1 hereof, this Agreement shall forthwith become void and there shall be have no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; effect, provided, however, that nothing herein shall relieve any party Party from liability for the breach of any representations or warranties or the breach hereofof, or failure to perform, any covenant made by it herein.
Appears in 2 contracts
Samples: Recapitalization Agreement (Software Ag Systems Inc), Recapitalization Agreement (Thayer Equity Investors Iii Lp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party to any other Party under this Agreement, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party Party from liability for any knowing and willful breach hereofof this Agreement prior to such termination.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Trintech Group PLC), Agreement and Plan of Merger (Gerald Stevens Inc/)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 8.02(b) and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Note Purchase Agreement (Classic Vacation Group Inc), Note Purchase Agreement (Expedia Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in the confidentiality provisions of Section 8.3 5.3 and Section 9.1Sections 5.9, 7.3 and 8.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agouron Pharmaceuticals Inc), Agreement and Plan of Merger (Warner Lambert Co)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 7.3 hereof, and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Registry Inc)
Effect of Termination. In the event of the --------------------- termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections 8.03 and Section 9.1; provided9.01, however, that and nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Durakon Industries Inc), Agreement and Plan of Merger (Lpiv Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto party, except as set forth in this Section 8.3 9.3 and Section 9.110; provided, however, that nothing herein in this Agreement shall relieve any a party from liability for (a) any breach hereofby such party of the terms and provisions of this Agreement prior to such termination or (b) Actual Fraud.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Phi Group Inc), Agreement of Purchase and Sale (Phi Group Inc)
Effect of Termination. In the event of the termination of --------------------- this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Pri Automation Inc), Stock Purchase Agreement (Pri Automation Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 and Section 9.1; provided9.1 hereof, howeverand (ii) except as otherwise provided in Section 8.3, that nothing herein shall relieve any party from liability for any breach hereofTermination Breach hereof by such party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Laidlaw Inc), Agreement and Plan of Merger (American Medical Response Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of any party hereto except (i) as set forth in Section Sections 8.3 and Section 9.1; provided, however, that 9.1 hereof and (ii) nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Management Inc/De), Agreement and Plan of Merger (Hyperion Partners Ii Lp)
Effect of Termination. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 8.17.01 hereof, this Agreement shall forthwith become void and there shall be no void, without liability on the part of any party hereto except as set forth provided in this Section 8.3 7.02 and Section 9.1; provided5.03(b) and Section 8.09, however, and except that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opinion Research Corp), Agreement and Plan of Merger (Infousa Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 8.03 and Section 9.1; provided9.01, however, that and nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McFarland Energy Inc), Agreement and Plan of Merger (McFarland Energy Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.03 and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Investment Agreement (Henry Birks & Sons Inc), Investment Agreement (Mayors Jewelers Inc/De)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein shall relieve any party from liability for any willful and material breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spine Tech Inc), Agreement and Plan of Merger (Spine Tech Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall shall, except as provided in Section 9.1, forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Confetti Acquisition Inc), Agreement and Plan of Merger (Amscan Holdings Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereofSections 7.1.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (West Coast Realty Trust, Inc.), Membership Interest Purchase Agreement (West Coast Realty Trust, Inc.)
Effect of Termination. In the event of Upon the termination of this Agreement pursuant to Section 8.19.1, this Agreement shall forthwith become void null and there shall be no liability on the part of any party hereto void, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement prior to such termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Medimmune Inc /De), Asset Purchase Agreement (Mgi Pharma Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth provided in this Section 8.3 7.2, and Section 9.18, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Clearlake Capital Partners, LLC), Stock Purchase Agreement (Goamerica Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.1 hereof, this Agreement (except for this Section 8 (other than Section 8.10), and any definitions set forth in this Agreement and used in such sections) shall forthwith become void and there shall be have no effect, without any liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1or its Affiliates; provided, however, that nothing herein contained in this Section 8.2 shall relieve any party from liability for fraud or any intentional or willful breach hereofof this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (CONTRAFECT Corp), Stock Purchase Agreement (CONTRAFECT Corp)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth in with respect to Section 8.3 and 6.4(b), this Section 9.18.2, Section 8.3, or Article IX, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any willful or intentional material breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Albertsons Inc /De/), Agreement and Plan of Merger (Supervalu Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except arising under or out of this Agreement except: (a) as expressly provided in this Article 8, (b) as set forth in Section 8.3 10.01, and Section 9.1; provided, however, (c) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gibraltar Industries, Inc.), Stock Purchase Agreement (Gibraltar Industries, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 10.01 and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (Solar Power, Inc.), Stock Exchange Agreement (Plais Marie Helene Cotrel)
Effect of Termination. In the event of the termination of this Agreement pursuant to and abandonment of the Merger as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (a) as set forth in Section 8.3 5.04 and Section 9.1; provided, however, 9.02 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereof. SECTION 8.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Health Services Inc), Agreement and Plan of Merger (Magellan Health Services Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.04, 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein (including the expiration of representations and warranties in accordance with Section 9.01) shall relieve any party from liability for any breach hereof. Section 8.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moneygram Payment Systems Inc), Agreement and Plan of Merger (Viad Corp)
Effect of Termination. In the event of the Upon termination of this Agreement pursuant to in accordance with Section 8.1, except as otherwise contemplated by this Agreement, this Agreement shall forthwith become null and void and there shall thereafter be no liability on under this Agreement of the part of any party hereto except as set forth in Section 8.3 and Section 9.1either party; provided, provided however, that nothing herein in this Section 8 shall relieve be deemed to release any party from any liability for any breach hereofby such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aimmune Therapeutics, Inc.), Securities Purchase Agreement (Aimmune Therapeutics, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.03 and Section 9.1; provided, however, Article IX and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 2 contracts
Samples: Equity Interest Transfer Agreement (Adama Agricultural Solutions Ltd.), Asset Purchase Agreement (Zila Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or shareholders except (i) as set forth in Section 8.3 7.3 hereof, and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Analysis & Technology Inc), Agreement and Plan of Merger (Renaissance Worldwide Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.19.1, this Agreement shall forthwith become void have no further force or effect and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.except:
Appears in 2 contracts
Samples: Share Purchase Agreement (Item 9 Labs Corp.), Share Purchase Agreement
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections9.01 and Section 9.19.11; provided, however, however that nothing contained herein shall relieve any party from liability for any wilful breach hereofof this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability on the part of the parties to the other parties and all rights and obligations of any party hereto shall cease, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from of any liability for any breach hereofof such party's representations, warranties, covenants or agreements contained in this Agreement. Nothing herein shall be construed to cause the Nondisclosure Agreement to terminate upon the termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cnet Inc /De), Agreement and Plan of Merger (Cnet Inc /De)
Effect of Termination. In the event of the termination of this --------------------- Agreement and the abandonment of the Merger pursuant to Section 8.17.1, no party to this Agreement shall forthwith become void and there shall be no have any liability on the part of or further obligation to any other party hereto hereunder except (a) as set forth in Section 8.3 Sections 7.3 and Section 9.1; provided, however, that nothing herein shall 8.1 and (b) such termination will not relieve any a breaching party from of liability for any breach hereofdirectly or indirectly giving rise to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gould Investors L P), Agreement and Plan of Merger (BFS Bankorp Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 7.3 and Section 9.1; provided8.1 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any breach hereof.. Section 7.3
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (American Medical Response Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.115.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 15.3 and Section 9.15.4(b); provided, however, that nothing herein shall relieve any party from liability for any willful and material breach hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dualstar Technologies Corp), Stock Purchase Agreement (Dualstar Technologies Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section SECTION 8.1, this Agreement shall forthwith become void and there shall be no liability on the part all rights and obligations of any party hereto shall cease except as set forth in Section 8.3 and Section 9.1SECTION 5.4(c) of this Agreement; providedPROVIDED, howeverHOWEVER, that nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party's rights in the case thereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Intertape Polymer Group Inc), Asset Purchase Agreement (Spinnaker Industries Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.04 and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement that occurred before such termination.
Appears in 2 contracts
Samples: Investment Agreement (Bank of Nova Scotia /), Stockholder Agreement (First Bancorp /Pr/)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in this Section 8.2, Section 8.3 and Section 9.1; provided, however, that Article 9 and nothing herein shall relieve any party from liability for any fraud or willful breach hereofhereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starcraft Corp /In/), Agreement and Plan of Merger (Starcraft Corp /In/)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part all rights and obligations of any party hereto except shall cease except: (i) as set forth in Section 8.3 9.1 of this Agreement and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party's rights in the case thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advantage Bancorp Inc), Agreement and Plan of Merger (National City Bancorporation)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as (a) under this Section 8.02 and Sections 10.02, 10.05 and 10.12 which shall survive indefinitely or until set forth in Section 8.3 herein and Section 9.1; provided, however, (b) that nothing herein shall relieve any party either the Sellers or the Purchaser from liability for any willful breach hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sterling Bancshares Inc), Stock Purchase Agreement (Sterling Bancshares Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void have no further effect, and there shall be no further liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.04, 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wellman North America Inc), 8 Agreement and Plan of Merger (Environmental Systems Products Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Sections 8.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (i) as set forth in Section 8.3 Sections 8.05 and Section 9.1; provided9.01 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any willful breach hereofhereof and for any breach giving rise to a termination under Sections 8.01(d) or (e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Continental Natural Gas Inc), Agreement and Plan of Merger (Coda Energy Inc)
Effect of Termination. In Subject to the provisions of Section 8.03, in the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party either Party hereto except as set forth in (i) that the provisions of this Section 8.3 8.02 and Section 9.1; provided, however, Article VIII shall survive termination of the Agreement and (ii) that nothing herein shall relieve any party either Party from liability for any willful breach hereofof this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Cooper Cameron Corp), Purchase Agreement (Dresser Inc)
Effect of Termination. In the event of the --------------------- termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 7.03 and Section 9.1; provided, however, that 8.01 and (ii) nothing herein shall relieve any party from liability for any wilful breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ren Corp Usa), Agreement and Plan of Merger (Cobe Laboratories Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.19.01, this Agreement shall forthwith become void and have no effect and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Safeguard Security Holdings, Inc.), Stock Purchase Agreement (Transnational Financial Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 Sections 5.3(b), 7.3 and Section 9.18.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (About Com Inc), Agreement and Plan of Merger (About Com Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Medifocus Inc.), Asset Purchase Agreement (Medifocus Inc.)
