Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.1, (a) this Agreement shall be void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION
Appears in 4 contracts
Samples: Purchase Agreement (LGI Homes, Inc.), Purchase Agreement (LGI Homes, Inc.), Purchase Agreement (LGI Homes, Inc.)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.112.1, (a) this Agreement shall be become void and of no further force effect with no liability on the part of an party hereto or such party's officers, directors, employees or representatives, except (i) that the agreements contained in Sections 8.3, 12.8 and effect, (b) 12.13 hereof shall survive the transactions contemplated by this Agreement shall be abandoned without further action by any Party termination hereof and (cii) all rights and obligations of the Parties hereunder nothing herein shall terminate without relieve any Liability of any Party to any other Party, except party from liability for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Real Estate Partners L P), Agreement and Plan of Merger (Stratosphere Corp), Agreement and Plan of Merger (Stratosphere Corp)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to Section 7.1by any party hereto as provided in this Article VII, (a) this Agreement shall be forthwith become void and of there shall be no further force and effect, (b) obligation on the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability part of any Party to any other Party, party or their respective officers or directors (except for any Liability with respect to any breach of this Agreement prior to such termination and except for as set forth in this Section 7.2 8.5 and Article 9, in Sections 4.1 and 4.7 which shall survive the termination termination). Nothing in this Section 8.5 shall relieve any party from liability for any breach or failure of observance of the provisions of this Agreement. INDEMNIFICATION.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Nact Telecommunications Inc), Stock Purchase Agreement (GST Telecommunications Inc), Stock Purchase Agreement (World Access Inc)
Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.1is terminated in accordance with the foregoing provisions of this Section, (a) this Agreement shall be forthwith become void and of no further force or effect and effectno Party shall have any further obligations hereunder except as provided in Sections 7.4, (b) 7.5, 7.7 and this paragraph 8.2.4 and the transactions Confidentiality Agreement and as otherwise expressly contemplated by this Agreement shall be abandoned without further action by any Party hereby, and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive provided that neither the termination of this Agreement nor anything contained in Section 7.4 or this Section 8.2 shall relieve any Party from any liability for any wilful breach by it of this Agreement. INDEMNIFICATION.
Appears in 4 contracts
Samples: Acquisition Agreement (Cambior Inc), Acquisition Agreement (Iamgold Corp), Acquisition Agreement (Iamgold Corp)
Effect of Termination. If any Party terminates Upon termination of this Agreement pursuant to Section 7.1this Article VII, (a) this Agreement shall be forthwith become void and of there shall be no further force and effect, (b) obligations or liabilities on the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations part of the Parties hereunder shall terminate without any Liability of any Party to any other PartyParties; provided, except for any Liability with respect to any breach of this Agreement prior to such termination that, Section 2.2(b)(iii), Section 2.3(b)(ii), Section 5.9, Section 8.1, Section 8.3 through Section 8.9, Section 8.11 and except for this Section 7.2 and Article 9, which 8.13 shall survive the termination of this Agreement. INDEMNIFICATION; provided further that nothing set forth in this Agreement shall relieve any Party from liability for any breach of this Agreement occurring prior to such termination.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Armata Pharmaceuticals, Inc.), Securities Purchase Agreement (Armata Pharmaceuticals, Inc.), Securities Purchase Agreement (Armata Pharmaceuticals, Inc.)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.01, (a) this Agreement shall be become void and of no further force and effecteffect with no liability on the part of any party hereto, except that (ba) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for agreements contained in this Section 7.2 10.02 and Article 9, which in Section 11.04 and in the Confidentiality Agreement shall survive the termination hereof and (b) no such termination shall relieve any party of any liability or damages resulting from any willful breach by that party of this Agreement. INDEMNIFICATION.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Meggit PLC), Agreement and Plan of Merger (Whittaker Corp)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.111.01, (a) this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that termination of this Agreement shall be void and without prejudice to any rights any party may have hereunder against any other party for breach of no further force and effectthis Agreement; PROVIDED that, (b) in the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability event of any Party such termination, no party shall under any circumstances have any monetary liability to any other Party, except for any Liability with respect to any party based upon a breach of this Agreement prior to such termination any representation or warranty contained herein. The agreements contained in Sections 7.04, 7.08, 8.02, 11.02, 11.03, 12.04 and except for this Section 7.2 and Article 9, which 12.06 shall survive the termination of this Agreement. INDEMNIFICATIONhereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.18.1, (a) this Agreement shall be become void and of no further force effect with no liability on the part of an party hereto or such party's officers, directors, employees or representatives, except (i) that the agreements contained in Sections 6.4, 8.8 and effect, (b) 8.13 hereof shall survive the transactions contemplated by this Agreement shall be abandoned without further action by any Party termination hereof and (cii) all rights and obligations of the Parties hereunder nothing herein shall terminate without relieve any Liability of any Party to any other Party, except party from liability for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Solomon Page Group LTD), Agreement and Plan of Merger (Solomon Page Group LTD), Uniflex Inc
Effect of Termination. If any Party terminates this Agreement pursuant to is terminated and the Transactions are abandoned as described in Section 7.17.01, (a) this Agreement shall be become null and void and of no further force and effect, (b) except for the transactions contemplated by provisions of Article VIII and this Agreement Section 7.02. Nothing in this Section 7.02 shall be abandoned without further action deemed to release any party from any liability for any breach by any Party and (c) all rights and obligations such party of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach terms and provisions of this Agreement prior or to such termination and except for this Section 7.2 and Article 9, which shall survive impair the termination right of any party to compel specific performance by any other party of its obligations under this Agreement. INDEMNIFICATION.
Appears in 3 contracts
Samples: Purchase Agreement (CLST Holdings, Inc.), Purchase Agreement (CLST Holdings, Inc.), Purchase Agreement (CLST Holdings, Inc.)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.1, (athis Agreement, subject to Section 10.2(a) this Agreement and 10.3, shall be become void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned or effect without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party to any other Party, Party to this Agreement except that no Party shall be relieved of any liability for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination Wilful Breach by it of this Agreement. INDEMNIFICATION.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Klondex Mines LTD), Asset Purchase Agreement (Klondex Mines LTD), Asset Purchase Agreement (Klondex Mines LTD)
Effect of Termination. If any Party terminates The party desiring to terminate this Agreement will give written notice of such termination to the other party. Except for any material breach of this Agreement by any party hereto (which breach and liability therefore will not be affected by the termination of this Agreement or the payment of any Reimbursable Expenses (as defined in Section 8.3 hereof)), if this Agreement is terminated pursuant to Section 7.18.1 hereof, (a) this Agreement shall be will become void and of no further force and effect, (b) effect with no liability on the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability part of any Party to any other Partyparty hereto; provided, except for any Liability with respect to any breach of this Agreement prior to however, that notwithstanding such termination and except for this Section 7.2 the agreements contained in Sections 8.2, 8.3, 8.4 and Article 9, which shall 9 hereof will survive the termination of this Agreement. INDEMNIFICATIONhereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Troy Group Inc), Agreement and Plan of Merger (Troy Group Inc), Agreement and Plan of Merger (Boyd Bros Transportation Inc)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.112.01, (a) this Agreement shall be become void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party (or any stockholder, director, officer, employee, agent, consultant or representative of such Party) to any the other Party, except for any Liability with respect to any breach Parties hereto. The provisions of this Agreement prior to such termination Section 12.02 and except for this Section 7.2 Sections 13.05, 13.06, 13.07, 13.08 and Article 9, which 13.09 shall survive the any termination of this Agreement. INDEMNIFICATIONpursuant to Section 12.01.
Appears in 3 contracts
Samples: Restructuring Agreement (Alpha Natural Resources, Inc.), Restructuring Agreement (Alpha Natural Resources, Inc.), Restructuring Agreement (Alpha Natural Resources, Inc.)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.1Article 9.1, (a) this Agreement shall be become void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned effect without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party (or its Affiliates or any of its Representatives) to any the other Party; provided, except however, that nothing herein shall relieve any Party from liability for any Liability with respect to any breach of this Agreement hereof prior to such termination termination; provided, further, that the provisions of Articles 1, 8, 9 and except for this Section 7.2 and Article 9, which 10 shall survive the any termination of this Agreement. INDEMNIFICATION.
Appears in 3 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (SolarEdge Technologies Inc), Share Purchase Agreement (SolarEdge Technologies Inc)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to Section 7.1, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 7.3 and the last sentence of Section 8.1 hereof, and (cii) all rights and obligations of the Parties hereunder nothing herein shall terminate without relieve any Liability of any Party to any other Party, except party from liability for any Liability with respect to any willful breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreementhereof. INDEMNIFICATION7.3
Appears in 3 contracts
Samples: Agreement and Plan (Autodesk Inc), Agreement and Plan (Autodesk Inc), Agreement and Plan (Discreet Logic Inc)
Effect of Termination. If any Party terminates Except as provided in Sections 6.1 and 8.5, in the event of the termination of this Agreement pursuant to Section 7.18.1, (a) this Agreement shall be void and of no further force and effectforthwith become void, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party Party, or any of their respective officers or directors, to the other and (c) all rights and obligations of any Party shall cease; provided, however, that such termination shall not relieve any Party from liability for the Parties hereunder shall terminate without any Liability breach of any Party to any other Partyof its representations, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9warranties, which shall survive the termination of covenants or agreements set forth in this Agreement. INDEMNIFICATION.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mobile Services Group Inc), Agreement and Plan of Reorganization (Desa International Inc), Share Purchase Agreement (Mobile Services Group Inc)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to as provided in Section 7.17.01, (a) except as provided in Section 8.01, this Agreement shall be forthwith become void and of have no further force and effect, (b) the transactions contemplated by this Agreement and there shall be abandoned without further action by any Party and (c) all rights and obligations of no liability on the Parties hereunder shall terminate without any Liability part of any Party to any other Party, except for the provisions of this Section 7.02, Section 7.03 and Article VIII, each of which shall remain in full force and effect; provided, however, that no Party shall be relieved or released from any Liability with respect to any liability or damages arising from a willful and material breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination any provision of this Agreement. INDEMNIFICATION.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mediacom Communications Corp), Agreement and Plan of Merger (Cablevision Systems Corp /Ny), Agreement and Plan of Merger (Cablevision Systems Corp /Ny)
Effect of Termination. If any Party terminates Subject to Section 7.03, if this Agreement pursuant to is terminated as permitted by Section 7.17.01, (a) this Agreement such termination shall be void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party party hereto (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to any other Partyparty to this Agreement; provided that if such termination shall result from the willful and material breach by any party hereto of any representation or warranty or covenant or other agreement contained herein, except such party shall be fully liable for any Liability with respect to and all losses incurred or suffered by any breach other party as a result of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONfailure or breach.
Appears in 3 contracts
Samples: Purchase Agreement (Anheuser-Busch InBev S.A.), Copy Purchase Agreement (Molson Coors Brewing Co), Purchase Agreement
Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.19.1 above, (a) this Agreement shall be forthwith become void and of have no further force effect and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party to any other Party; provided, except for however, that (a) the provisions of Section 7.10(b), this Section 9.2 and Article X shall survive any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9(b) no such termination shall relieve any Party from any liability or damages resulting from any fraud or willful material breach of any of its covenants, which shall survive the termination of obligations or agreements set forth in this Agreement. INDEMNIFICATION.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.), Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.), Agreement and Plan of Merger (Hartman Short Term Income Properties XX, Inc.)
Effect of Termination. 8.2.1 If any Party terminates this Agreement pursuant to Section 7.18.1, (a) this Agreement shall be void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, their respective Affiliates or their respective directors, officers or shareholders, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 8.2, Section 6.3 and Article 911, which shall survive the termination of this Agreement. INDEMNIFICATION.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Medivation, Inc.), Asset Purchase Agreement (Biomarin Pharmaceutical Inc)
Effect of Termination. If any a Party terminates this Agreement pursuant to under Section 7.119.1, (a) then this Agreement shall be become null and void and of have no further force and effect, (b) except that the transactions contemplated by this Agreement shall be abandoned without further action by any Party agreements contained in these Articles 15, 19, and (c) all rights 20.13 and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which 20.14 shall survive the termination hereof. Nothing in this Section 19.2 shall relieve either Party from liability as a result of a willful breach of this Agreement. INDEMNIFICATION.
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Global Energy, Inc.), Asset Purchase and Sale Agreement (Global Energy, Inc.)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to Section 7.1, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 7.3 and Section 8.1 hereof, and (cii) all rights and obligations of the Parties hereunder nothing herein shall terminate without relieve any Liability of any Party to any other Party, except party from liability for any Liability with respect to any willful breach of this Agreement hereof prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Summit Technology Inc), Agreement and Plan of Merger (Autonomous Technologies Corp)
Effect of Termination. If any Party terminates Except as otherwise set forth in this Section 11.2 and except for the second sentence of Section 14.12, in the event of the termination of this Agreement pursuant to Section 7.111.1, (a) this Agreement shall be forthwith become void and of have no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability on the part of any Party to any or its Affiliates, officers, directors, members or stockholders, other Party, except than liability of a Party for any Liability with respect to any breach Willful Breach of this Agreement by such Party occurring prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 3 contracts
Samples: Asset Purchase Agreement (DISH Network CORP), Asset Purchase Agreement (SPRINT Corp), Asset Purchase Agreement (T-Mobile US, Inc.)
Effect of Termination. If any Party terminates this Agreement pursuant is terminated as provided in this Article 7, no party to Section 7.1, (a) this Agreement shall be void and of no will have any liability or further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party obligation to any other Partyparty to this Agreement, except as provided in Sections 4.1(b), 8.10, 8.11, 8.13, and 8.14 and except that termination of this Agreement will not affect any liability of any party for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9termination, which shall survive or any breach at any time of the termination of this Agreement. INDEMNIFICATIONprovisions hereof surviving termination.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Mirant Corp), Stock Purchase Agreement (Mirant Corp), Stock Purchase Agreement (Mirant Corp)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.1, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by any Party and (c) all rights and obligations of no liability or obligation on the Parties hereunder shall terminate without any Liability part of any Party party hereto, except that the provisions of Sections 8.4 and 12.11 shall not be extinguished but shall survive such termination, and nothing herein shall relieve any party from liability for any breach hereof and each party shall be entitled to any other Party, except remedies at law or in equity for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONbreach.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eglobe Inc), Agreement and Plan of Acquisition (Executive Telecard LTD), Agreement and Plan of Merger (Executive Telecard LTD)
Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.17.1, (a) this Agreement shall be will become void and of have no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any and no Party and (c) all rights and obligations of the Parties hereunder shall terminate without will have any Liability of or any Party further obligation to any other Party, except for any Liability with respect as provided in this Section 7.2. The obligations of the Parties to any breach of this Agreement prior to such termination under Article VI (Survival; Indemnification), Article IX (Miscellaneous) and except for this Section 7.2 and Article 9, which shall survive the any termination of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Asset and Unit Purchase Agreement (Healthequity, Inc.), Asset and Unit Purchase Agreement (Healthequity, Inc.)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.01 hereof, (a) this Agreement shall be become void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned effect without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party party (or any stockholder, member, manager, director, officer, employee, agent, consultant or representative of such party) to any the other Partyparties hereto. The provisions of Sections 7.05, except for any Liability with respect to any breach of this Agreement prior to such termination 11.06 and except for this Section 7.2 and Article 9, which 11.07 shall survive the any termination of this Agreement. INDEMNIFICATIONhereof pursuant to Section 10.01.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Metaldyne Corp), Stock Purchase Agreement (Trimas Corp)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to by any party as provided in Section 7.18.1, this Agreement shall forthwith become void and have no effect except (a) Sections 8.2, 8.3 and 9.1 shall survive any termination of this Agreement shall be void and of no further force and effect, (b) that notwithstanding anything to the transactions contemplated by contrary contained in this Agreement (except Section 9.1(d)), no party shall be abandoned without further action by relieved or released from any Party and (c) all rights and obligations liabilities or damages arising out of the Parties hereunder shall terminate without any Liability its willful breach of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination provision of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First State Bancorporation), Agreement and Plan of Merger (Access Anytime Bancorp Inc)
Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.1, (a) this Agreement shall be void and In the event of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONAgreement in accordance with Article VIII, this Agreement shall thereafter become void and have no effect, and no party hereto shall have any Liability to the other party hereto or their respective Affiliates, or their respective directors, officers or employees, except for the obligations of the parties hereto contained in this Section 8.5, the last sentence of Section 5.22 and in Sections 9.1, 130
Appears in 2 contracts
Samples: Asset Purchase Agreement (Adelphia Communications Corp), Asset Purchase Agreement (Comcast Corp)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.18.01, (a) this Agreement shall be become void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned or effect without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party (or any shareholder, consultant or Representative of such Party) to any other PartyParty to this Agreement, except for any Liability with respect to any breach that the provisions of this Agreement prior to such termination and except for this Section 7.2 8.02, Section 2.09, Section 8.03, Section 8.04, Section 9.01 and Article 9, which 9 shall survive the any termination of this Agreement. INDEMNIFICATION, and provided further that no Party shall be relieved of any liability arising on or prior to the date of such termination.
Appears in 2 contracts
Samples: Arrangement Agreement (Xos, Inc.), Arrangement Agreement (Electrameccanica Vehicles Corp.)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 7.1, (a) this Agreement shall be void forthwith become void, and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party hereto or any of their respective affiliates or the directors, officers, partners, employees, agents or other Representatives of any of them, and (c) all rights and obligations of the Parties hereunder each Party hereto shall terminate without cease, except nothing herein shall relieve any Liability Party from liability for any fraud or willful breach of any Party to any other Partyof its respective representations, except for any Liability with respect to any breach of warranties, covenants or agreements contained in this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Photomedex Inc), Agreement and Plan of Merger (Photomedex Inc)
Effect of Termination. If any Party terminates this Agreement is validly terminated pursuant to Section 7.112.1, it will become null and void immediately and there will be no liability or obligation on the part of any party hereto (or any of their respective representatives or Affiliates), except that (a) this Agreement shall be void the provisions of Sections 8.2 and of no further force 8.3 and effect, Article 11 will continue to apply following that termination and (b) the transactions contemplated by this Agreement nothing contained herein shall be abandoned without further action by relieve any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except party hereto from liability for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9its representations, which shall survive the termination of warranties, covenants or agreements contained in this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Merger Agreement (Wilmington Trust Corp), Merger Agreement (Wilmington Trust Corp)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to as provided in Section 7.111.1, (a) this Agreement shall be void forthwith become void; provided, however, that such termination shall not relieve any party of its obligations under Section 8.3, Section 13.9 and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by Section 13.15 nor relieve any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except party from liability for any Liability with respect to breach hereof. Upon any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION, each party hereto will return all documents, work papers and other material of the other party relating to the transactions contemplated hereby and all copies of such materials, whether so obtained before or after the execution hereof, to the party furnishing the same.
Appears in 2 contracts
Samples: Asset Sale and Purchase Agreement (Atmos Energy Corp), Asset Sale and Purchase Agreement (Southwestern Energy Co)
Effect of Termination. If any a Party terminates this Agreement under Section 11.1, then such Party shall promptly give Notice to the other Party specifying the provision hereof pursuant to Section 7.1which such termination is made, (a) and this Agreement shall be become void and of have no further force and effect, except that the agreements contained in this Article 11 and Sections 7.1(a) (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party relating to confidentiality), Section 7.5 and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which 7.7 shall survive the termination hereof. Nothing contained in this Section 11.2 shall relieve either Party from liability for fraud or knowing and willful breach of this Agreement. INDEMNIFICATIONits covenants and agreements made herein.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Xo Communications Inc), Equity Purchase Agreement (Icahn Carl C Et Al)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to Section 7.1Agreement, (a) this Agreement shall be forthwith become null and void and there shall be no liability on the part of no further any party hereto or their respective officers or directors, except for Sections 13 (for any breach occurring prior to termination), 14 and 15 hereof, which shall remain in full force and effect, (b) the transactions contemplated by this Agreement and except that nothing herein shall be abandoned without further action by relieve any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except party hereto from liability for any Liability with respect to any a breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONhereof.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Mil Investments S A), Stock Purchase and Sale Agreement (Nord Resources Corp)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.1Sections 14(a)(i) or 14(a)(ii), (a) this Agreement shall be void terminated and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party and (c) all rights and obligations of the Parties hereunder except as specified in Sections 8(d). Notwithstanding the foregoing, nothing herein shall terminate without any Liability of relieve any Party to any other from liability for the Party, except for any Liability with respect to any ’s breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Univercell Holdings Inc), Agreement and Plan of Merger (Univercell Holdings Inc)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to Section 7.1, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 7.3 and Section 8.1 hereof, and (cii) all rights and obligations of the Parties hereunder except as otherwise provided in Section 7.3, nothing herein shall terminate without relieve any Liability of any Party to any other Party, except party from liability for any Liability with respect to any breach of this Agreement prior to Terminating Breach hereof by such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Los Buenos Leasing Co Inc), Agreement and Plan of Merger (Asante Technologies Inc)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.01 hereof, (a) this Agreement shall be become void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned effect without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party party (or any stockholder, member, manager, director, officer, employee, agent, consultant or representative of such party) to any the other Partyparty hereto. The provisions of Sections 8.05, except for any Liability with respect to any breach of this Agreement prior to such termination 11.04, 11.06, 11.07 and except for this Section 7.2 and Article 9, which 11.08 shall survive the any termination of this Agreement. INDEMNIFICATIONhereof pursuant to Section 10.01.
Appears in 2 contracts
Samples: Recapitalization Agreement (Mascotech Inc), Recapitalization Agreement (Mascotech Inc)
Effect of Termination. (a) If any Party terminates this Agreement is terminated pursuant to Section 7.112.1, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any of the Parties; notwithstanding the foregoing, nothing herein shall relieve any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except from liability for any Liability with respect to any willful breach hereof; provided that the provisions of this Agreement prior to such termination Sections 6.3, 6.5(b), 7.6, 7.10, 8.2 and except for this Section 7.2 and Article 9, which 12.2 shall survive the termination of this Agreement. INDEMNIFICATIONhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Ibah Inc)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to Section 7.111.01, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by any Party and (c) all rights and obligations of no liability on the Parties hereunder shall terminate without any Liability part of any Party to party hereto or any other Partyof its affiliates, directors, officers or shareholders except the provisions of Section 12.04 shall survive. Notwithstanding the foregoing, nothing contained herein shall relieve any party from liability for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONhereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Radiant Systems Inc), Asset Purchase Agreement (Radiant Systems Inc)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.17.01 hereof or otherwise, (a) this Agreement shall be void forthwith become void, other than Sections 5.04, 7.02 and of no further 9.01 hereof which shall remain in full force and effect, (b) the transactions contemplated by this Agreement and there shall be abandoned without no further action by any Party and (c) all rights and obligations of liability on the Parties hereunder shall terminate without any Liability part of any Party to any other Party, except for any Liability with respect to liability of a Party under such sections of this Agreement and except for any liability arising out of a breach of this Agreement prior giving rise to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Stock Purchase Agreement (National Penn Bancshares Inc), Stock Purchase Agreement (WSFS Financial Corp)
Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.18.1 above, this Agreement shall forthwith become null and void, and none of the Parties hereto or any of their respective officers, directors, employees, agents, affiliates, consultants, stockholders or principals shall have any liability or obligation hereunder or with respect hereto, except for (a) this Agreement shall be void and any liability arising out of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination its termination; (b) the obligations contained in ss.5.1 hereof, and except for (d) as set forth below in this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION8.2:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunbelt Automotive Group Inc), Agreement and Plan of Merger (Sunbelt Automotive Group Inc)
Effect of Termination. If Upon any Party terminates termination of this Agreement pursuant to Section 7.110.1, (a) Section 10.2, Section 10.3 or Section 10.4, this Agreement shall be forthwith become void and of have no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate effect without any Liability liability on the part of any Party hereto or thereto to any other Party, except for any Liability with respect to any breach other than the provisions of this Agreement prior to such termination ARTICLE XII and except for this Section 7.2 and Article 910.5, which shall survive the termination of this Agreement. INDEMNIFICATIONany said termination, provided that nothing herein shall limit a Party’s liability for failing to fulfill its obligations hereunder prior to such termination.
Appears in 2 contracts
Samples: Purchase Agreement (American Pacific Corp), Purchase Agreement (Gencorp Inc)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.111.1, (a) this Agreement shall be become void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned effect without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party party (or any shareholder, director, officer, employee, agent, consultant or representative of such party or any of its Affiliates) to any the other Partyparty hereto, except for any Liability with respect to any breach as provided in Section 11.2.5. The provisions of this Agreement prior to such termination Section 11.3, and except for this Section 7.2 and Article 911.2, which 12.1, 12.2, 12.4, 12.5, 12.6, 12.9, 12.10, 12.11 shall survive the any termination of this Agreement. INDEMNIFICATIONhereof pursuant to Section 11.1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Royal Bancshares of Pennsylvania Inc), Agreement and Plan of Merger (Bryn Mawr Bank Corp)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.18.01, (a) all further obligations and liabilities of the parties hereto under this Agreement shall be will terminate and become void and of no further force and effect, (b) except that the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations in Section 6.12, Article VIII and Article IX will survive termination of the Parties hereunder this Agreement; provided that such termination shall terminate without have no effect on any Liability liability of any Party to any other Party, except party for any Liability with respect to any intentional and willful breach of this Agreement by such party occurring prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Experience Investment Corp.), Agreement and Plan of Merger (Acamar Partners Acquisition Corp.)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no Liability on the part of any Party, except that (a) Section 5.21, this Agreement Section 8.2 and Article IX shall be void survive any termination and of no further force and effect, (b) nothing herein shall affect the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability or remedies of any Party to any other Party, except for any Liability with respect to any breach of this Agreement fraud or intentional misrepresentation prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Baker Hughes a GE Co), Asset Purchase Agreement (BAKER HUGHES a GE Co LLC)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to --------------------- Section 7.18.1, (a) this Agreement shall be become void and of no further force and effect, (b) effect with no liability ----------- on the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability part of any Party to any other Partyparty hereto, except for any Liability with respect to any fraud and for willful breach of this Agreement prior to such termination a material obligation contained herein and except for that the agreements contained in Sections 6.3, 8.3 and this Section 7.2 and Article 9, which 8.2 shall survive the termination of this Agreementhereof. INDEMNIFICATION------------ ---- -----------
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kaplan Inc), Agreement and Plan of Merger (Kaplan Inc)
Effect of Termination. If any Party terminates this Agreement pursuant to is terminated in accordance with the foregoing provisions of this Section 7.19.2, (a) this Agreement shall be forthwith become void and of no further force and or effect, (b) provided that such termination is without prejudice to a Party’s rights to recover damages for the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability breach of any Party to any other Partyrepresentation, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9warranty, which shall survive the termination of covenant or condition contained in this Agreement. INDEMNIFICATION, and no Party shall have any further obligations hereunder except as provided in Sections 3.2, 4.2, 5.2, 8.3, 8.4, 8.7, 8.8, 10.4, 10.7, 10.8 and 10.9 and the Confidentiality Agreement and as otherwise expressly contemplated hereby.
Appears in 2 contracts
Samples: Arrangement Agreement (IntelliPharmaCeutics International Inc.), Merger Agreement (Vasogen Inc)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to as provided in Section 7.110.1 and Section 10.2, (a) this Agreement shall be will forthwith become void and of have no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability on the part of any Party to other than the provisions of this Section 10.3 and Article 12, which provisions survive such termination; provided that nothing herein will relieve any other Party, except Party from any liability for any Liability with respect to material breach by such party of any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9its representations, which shall survive the termination of warranties, covenants or agreements set forth in this Agreement. INDEMNIFICATION(Article 11 follows)
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Intermec, Inc.), Purchase and Sale Agreement (Unova Inc)
Effect of Termination. If any Party terminates In the event of a termination of this Agreement pursuant to Section 7.1this Section, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party party hereto or any of its affiliates, directors, officers, stockholders or members except (i) as set forth in Section 11.3 below, and (cii) all rights and obligations of the Parties hereunder nothing herein shall terminate without relieve any Liability of any Party to any other Party, except party from liability for any Liability with respect to any breach of this Agreement hereof occurring prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: LLC Membership Interest Purchase Agreement (Carbonics Capital Corp), LLC Membership Interest Purchase Agreement (Carbonics Capital Corp)
Effect of Termination. If any Party terminates In the event of the termination of --------------------- this Agreement pursuant to Section 7.18.01, (a) this Agreement shall be forthwith become ------------ void and of have no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability on the part of any Party to any party or its directors, officers or stockholders, other Partythan the last two sentences of Section 6.02, except for any Liability with respect to any breach the provisions of this Agreement prior to such termination and except for Section 6.08, this Section 7.2 8.02, Section 8.03 ------------ ------------ ------------ ------------ and Article 9Section 8.04, which shall survive the termination any such termination. Nothing contained ------------ in this Section 8.02 shall relieve any party from liability for any breach of ------------ this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coinmach Laundry Corp), Agreement and Plan of Merger (CLC Acquisition Corp)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.18.01, (a) this Agreement shall be become void and of no further force effect with no liability on the part of any party hereto and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Partyparty hereto will cease, except for any Liability with respect to any breach that (a) the agreements contained in Section 9.04 and the last sentence of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which 6.02 shall survive the termination of this Agreement. INDEMNIFICATIONhereof and (b) the parties shall be liable for any willful breaches hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integrated Living Communities Inc), Agreement and Plan of Merger (Whitehall Street Real Estate Limited Partnership Vii)
Effect of Termination. If In the event of termination of this Agreement as provided in Section 11.1, this Agreement shall terminate and become void and have no effect, without any liability or obligation on the part of any Party terminates this Agreement pursuant to Section 7.1hereto or their respective Affiliates or Representatives in respect thereof, except (a) this Agreement shall be void and of no further force and effectas set forth in Section 9.7, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 11.3, and Article 9XIII, each of which shall survive the termination of this Agreement. INDEMNIFICATION, and (b) that nothing herein will relieve any Party from liability for any fraud or intentional misconduct with respect to this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (CAESARS ENTERTAINMENT Corp), Transaction Agreement (Caesars Acquisition Co)
Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.1is abandoned or --------------------- terminated as provided in Sections 8.01, (a) this Agreement 8.02 or 8.03, it shall be forthwith become wholly void and of no further force and effect, (b) without liability of any party to the other parties, and no party shall have the right to bring or maintain any action hereunder; provided, however, that such abandonment or termination shall not relieve any party of its liability for breach of its obligation to consummate the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations upon satisfaction or waiver of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior conditions precedent to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONobligation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Central Garden & Pet Company), Agreement and Plan of Reorganization (Pennington Brooks Iii)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.01, (a) this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that termination of this Agreement shall be void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party prejudice to any rights any party may have hereunder against any other Party, except party for any Liability with respect to any wilful breach of this Agreement prior to such termination Agreement. The agreements contained in Sections 6.04, 7.01, 11.04 and except for this Section 7.2 and Article 9, which 11.06 shall survive the termination of this Agreement. INDEMNIFICATIONhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Decrane Acquisition Co), Agreement and Plan of Merger (Decrane Aircraft Holdings Inc)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to by either S1 or Edify as provided in Section 7.18.1 hereof, (a) this Agreement shall be forthwith become void and of have no further force and effect, effect except (bi) the transactions contemplated by this Agreement shall be abandoned without further action by any Party last sentence of Sections 6.2(a) and (c) all rights Sections 8.2 and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which 9.3 hereof shall survive the any termination of this Agreement. INDEMNIFICATION, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement.
Appears in 2 contracts
Samples: Stockholder Agreement (Security First Technologies Corp), Stockholder Agreement (Edify Corp)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.19.01, (a) then this Agreement shall be become void and of no further force effect without liability of any party (or any Representative, stockholder or Affiliate of such party) to the other party hereto; provided that: (a) neither the Company nor Parent shall be relieved of any intentional breach by such party of any provision of this Agreement; and effect, (b) the transactions contemplated parties shall, in all events, remain bound by this Agreement shall and continue to be abandoned without further action by any Party and (c) all rights and obligations of subject to the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this provisions set forth in Section 7.2 7.03 and Article 910, which shall survive the any termination of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Occam Networks Inc/De), Agreement and Plan of Merger and Reorganization (Calix, Inc)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to Section 7.19.8, (a) this Agreement shall be forthwith become null and void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by any Party and (c) all rights and obligations of no liability on the Parties hereunder shall terminate without any Liability part of any Party to any other Party, except for or any Liability Party’s Affiliates, with respect to this Agreement, except that such a termination shall not preclude any party from suing any other party for breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which Agreement. The following Sections shall survive the any termination of this Agreement. INDEMNIFICATION: Section 1, Section 7.1, Section 7.2, Section 7.3 and Section 9.2 which shall remain in full force and effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Opko Health, Inc.), Asset Purchase Agreement (Opko Health, Inc.)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.1the provisions of this Article 12, (a) this Agreement shall be become void and of have no effect, and there shall be no further force and effect, (b) liability on the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability part of any Party to any other Partyperson in respect of this Agreement; provided, however, the covenants and agreements contained in Article 15 and in this Section 12.3 shall survive the termination of this Agreement; and provided further, except for as otherwise provided in this Agreement, no such termination shall relieve any Liability with respect to Party of any liability resulting from any breach of this Agreement prior to the time of such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Partnership Interests Purchase and Contribution Agreement, Partnership Interests Purchase and Contribution Agreement (MPLX Lp)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to in accordance with Section 7.18.1 hereof, (a) this Agreement shall be thereafter become void and of have no further force and effect, (b) and no party hereto shall have any liability to the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and other party hereto or their respective Affiliates, directors, officers or employees, except for the obligations of the Parties hereunder shall terminate without parties hereto contained in this Section 8.2 and in Sections 6.1(b), 10.2, 10.3 and 10.11 hereof, and except that nothing herein will relieve any Liability of any Party to any other Party, except party from liability for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Advantica Restaurant Group Inc), Stock Purchase Agreement (Cke Restaurants Inc)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.01, (a) this Agreement shall be become void and of no further force and effecteffect with no liability on the part of any party hereto, except that (ba) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for agreements contained in this Section 7.2 10.02 and Article 9, which Section 11.04 shall survive the termination hereof and (b) no such termination shall relieve any party of any liability or damages resulting from any breach by that party of any provision of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oscar Acquisition Corp), Agreement and Plan of Merger (Oscar Acquisition Corp)
Effect of Termination. If any Party terminates this Agreement is terminated --------------------- pursuant to Section 7.110.1, this Agreement shall become void and have no effect without any liability or obligation on the part of any party hereto, (a) this other than liabilities and obligations under the Confidentiality Agreement shall be void and of no further force and effect, (b) the transactions contemplated by this Agreement except as provided in Section 11.1(b) and Section 11.3 below and except that no such termination shall be abandoned without further action by relieve any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability party thereto of any Party to liability for damages resulting from any other Party, except for any Liability with respect to any willful breach of this Agreement prior to by such termination and except for this Section 7.2 and Article 9, which shall survive the termination party of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Stockholder Agreement (Logitech International Sa), Agreement and Plan of Merger (Logitech International Sa)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to Section 7.1, (a) this Agreement shall be forthwith become void and of have no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate effect without any Liability liability on the part of any Party to any party hereto or its affiliates, directors, officers or stockholders other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for than as provided in this Section 7.2 and Article 9Sections 7.3 and 8.1; provided, which however, that nothing herein shall survive relieve any party from any liability for any breach hereof. Nothing set forth herein shall limit any rights any party may have arising out of the termination intentional fraudulent conduct of this Agreement. INDEMNIFICATIONany other party hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Msas Acquisition Corp), Agreement and Plan of Merger (Mark Vii Inc)
Effect of Termination. If any Party terminates In the event of the termination and abandonment of this Agreement pursuant to Section 7.111.1 hereof, (a) this Agreement shall be forthwith become void and of have no further force and effect, (b) without any liability on the transactions contemplated by this Agreement shall be abandoned without further action by part of any Party party hereto or its affiliates, trustees, directors, officers or shareholders and (c) all rights and obligations of the Parties hereunder any party hereto shall terminate without any Liability of any Party to any other Party, cease except for the agreements contained in Section 11.3 and Section 12.5; provided, however, that nothing contained in this Section 11.2 shall relieve any Liability with respect to party from liability for any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wellsford Real Properties Inc), Agreement and Plan of Merger (Value Property Trust)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.18.1, (a) this Agreement shall be become void and of no further force and effect, (b) effect with no liability on the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability part of any Party to any other Partyparty hereto, except for any Liability with respect to any fraud and for willful breach of this Agreement prior to such termination a material obligation contained herein and except for this Section 7.2 that the agreements contained in Sections 6.3, 8.3 and Article 9, which 9.3 shall survive the termination of this Agreement. INDEMNIFICATIONhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andros Inc), Agreement and Plan of Merger (Andros Acquisition Inc)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to Section 7.19, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by any Party and (c) all rights and obligations of no continuing obligation on the Parties hereunder shall terminate without any Liability part of any Party to party hereto or any other Partyof its affiliates, directors, officers or shareholders except the provisions of Sections 11.1 and 11.14 shall survive. Notwithstanding the foregoing, nothing contained herein shall relieve any party from liability for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONhereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Valiant Health Care, Inc.), Asset Purchase Agreement (Willing Holding, Inc.)
Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.1, (a) this Agreement shall be void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach The termination of this Agreement from any cause shall not release any Party from any liability which has already accrued at the time of termination or which thereafter may accrue in respect of any act or omission occurring prior to such termination and except for this Section 7.2 and Article termination. Sections 6, 7, 9, which shall 10, 11, 12 and applicable subparts of Section 13 will survive the termination of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Storage Agreement, Storage Agreement
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.01 hereof, (a) this Agreement shall be become void and of no further force and effect, (b) effect with no liability on the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability part of any Party to any other Partyparty hereto, except that the agreements contained in Sections 6.07, 7.02, 11.05 and 11.07 hereof shall survive the termination hereof and except that no such termination shall relieve any party from liability for any Liability with respect to any breach of this Agreement prior or failure by it to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONperform its obligations hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Davel Communications Inc), Agreement and Plan of Reorganization and Merger (Phonetel Technologies Inc)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to Section 7.1, (a) this Agreement shall be void and of no further force and effectforthwith become void, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party party, or any of its respective stockholders, partners, officers or directors, to the other and (c) all rights and obligations of the Parties hereunder each party shall terminate without cease; except that such termination shall not relieve any Liability party from liability for any misrepresentation or breach of any Party to any other Partyof its warranties, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of covenants or agreements set forth in this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Central Tractor Farm & Country Inc), Agreement and Plan of Merger (Jw Childs Equity Partners L P)
Effect of Termination. If any Party terminates Notwithstanding anything to the contrary in this Agreement, in the event of termination of this Agreement by any Seller Party or Buyer pursuant to Section 7.18.1, (a) this Agreement shall be terminate and become void and of have no further force and effect, (b) the transactions contemplated by this Agreement and there shall be abandoned without further action by any Party and (c) all rights and obligations of no Liability on the Parties hereunder shall terminate without any Liability part of any Party to any other Party, except that no such termination shall relieve any Party hereto from Liability for any Liability with respect to any such Party’s fraud or willful and intentional breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONAgreement; and provided further, that Section 5.4(d), this Section 8.3, and Section 10 shall survive any termination of this Agreement in accordance with their respective terms.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Zovio Inc)
Effect of Termination. If any Party terminates this Agreement pursuant to is terminated as provided in Section 7.1, this Agreement shall become void and there shall be no liability or further obligation on the part of any party hereto or any of their respective shareholders, officers or directors, except (a) this Agreement shall be void that nothing herein and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by termination pursuant hereto will relieve any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except party from liability for any Liability with respect to any breach of this Agreement prior to and (b) the provisions of any confidentiality agreements between or among the parties hereto will survive such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cogentrix Energy Inc), Securities Purchase Agreement (Ls Power Funding Corp)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to in accordance with Section 7.19.1 hereof, (a) this Agreement shall be forthwith become void and of no further force and or effect, (b) the transactions contemplated by this Agreement and there shall be abandoned without further action by any Party and (c) all rights and obligations of no liability hereunder on the Parties hereunder shall terminate without any Liability part of any Party to party or its Affiliates, directors, officers, shareholders, agents or other representatives; provided, however, that (i) this Section 9.2 and Sections 6.13, 6.14, 9.3, 11.2, 11.4, 11.8, 11.9 and 11.10 shall survive any other Party, except for any Liability with respect to any breach termination of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION(ii)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cavco Industries Inc), Agreement and Plan of Merger (Janal LTD Partnership)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to Section 7.110.01, (a) this Agreement shall be forthwith become void and the Mergers shall be abandoned, except for and subject to the following: (i) Section 7.03 and Article XI shall survive termination of this Agreement, and (ii) there shall be no further force and effect, (b) the transactions contemplated by liability under this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of on the Parties hereunder shall terminate without any Liability part of any Party to any other Party, except for as set forth in this Section 10.02, Article XI, and any Liability with respect corresponding definitions set forth in Article I, or in the case of termination subsequent to any a willful material breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONby a Party.
Appears in 2 contracts
Samples: Business Combination Agreement (OTR Acquisition Corp.), Business Combination Agreement (OTR Acquisition Corp.)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.01, (a) this Agreement shall be become void and of no further force and effect, (b) effect with no liability on the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability part of any Party to any other Partyparty hereto, except that the agreements contained in Sections 7.01 and 10.03 shall survive the termination hereof, and except that no such termination shall relieve any party from liability for any Liability with respect to any willful breach of this Agreement prior or willful failure by such party to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONperform its obligations hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amsted Industries Inc /De/), Agreement and Plan of Merger (Varlen Corp)
Effect of Termination. If In the event of termination of this Agreement by any Party terminates as provided in Section 12.1, this Agreement pursuant to Section 7.1, shall forthwith become void and have no effect except that (a) this Section 12.2 and Sections 12.3, 12.4 and Article 13 shall survive any termination of this Agreement shall be void and of no further force and effect, (b) notwithstanding anything to the transactions contemplated by contrary contained in this Agreement Agreement, no Party shall be abandoned without further action by relieved or released from any Party and (c) all rights and obligations liabilities or damages arising out of the Parties hereunder shall terminate without any Liability its breach of any Party to any other Party, except for any Liability with respect to any breach provision of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Subscription Agreement (Flores James C), Subscription Agreement (Flores James C)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.01, (a) written notice thereof shall forthwith be given to the other party or parties specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall be become void and of no further force and effecteffect with no liability on the part of any party hereto, except that (ba) the transactions contemplated by this Agreement shall be abandoned without further action by any Party agreements contained in Sections 7.01 and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which 10.03 shall survive the termination of this Agreement. INDEMNIFICATIONhereof and (b) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Service Industries Inc), Agreement and Plan of Merger (Holophane Corp)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.18.1, this Agreement will immediately become void and have no further force or effect, and neither Party will have any Liability to the other Party; provided, however, that (a) the first sentence of Section 6.3(a), this Agreement shall be void Section 8.2, and of no further force ARTICLE X will survive such termination and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any no such termination will relieve either Party and (c) all rights and obligations of the Parties hereunder shall terminate without any from Liability of any Party to any other Party, except for any Liability with respect to any fraud, intentional misrepresentation, or intentional or willful breach of this Agreement by such Party prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc), Contribution Agreement (Proficient Auto Logistics, Inc)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.18.01, (a) this Agreement shall be become void and of no further force and effecteffect without liability of any party (or any Representative of such party) to each other party hereto; provided, (b) however, that the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations provisions of the Parties hereunder last sentence of Section 2.02(c), Section 6.04(c), this Section 8.02 and Article 9 shall terminate without survive any Liability of termination hereof pursuant to Section 8.01; provided, further, that nothing herein shall relieve any Party to any other Party, except party hereto from liability for any Liability with respect to any breach Intentional Breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Actuate Corp), Agreement and Plan of Merger (Open Text Corp)
Effect of Termination. If In the event of any Party terminates termination of this Agreement pursuant to Section 7.1, (a) the parties hereto shall have no obligation or liability to any other party hereto except the provisions of this Section and Sections 8.5, 8.6, 8.8, 8.9, 8.10, 8.11 and 8.12 hereof shall survive any such termination and, except as provided in this Section 7.2, all documents executed in connection with this Agreement shall be void null and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONvoid.
Appears in 2 contracts
Samples: Combination Agreement (Nine Energy Service, Inc.), Combination Agreement (Nine Energy Service, Inc.)
Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.1In the event of termination and abandonment under Section15.1, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by any Party and (c) all rights and obligations of no liability on the Parties hereunder shall terminate without any Liability part of any Party to any other Partyor their respective officers and directors, except for any Liability with respect to any breach that the provisions of this Agreement prior to such termination the second sentence of Section 7.1 hereof and except for this the provisions of Section 7.2 and Article 9, which 22 hereof shall survive the termination of this Agreement. INDEMNIFICATIONcontinue in effect.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Col China Online International Inc), Stock Exchange Agreement (Greenleaf Technologies Corp)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to Section 7.1, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party party hereto or any of its affiliates, directors, officers or shareholders except (i) as set forth in this Section 7.2, Section 7.3 and Section 8.1 hereof, and (cii) all rights and obligations of the Parties hereunder nothing herein shall terminate without relieve any Liability of any Party to any other Party, except party from liability for any Liability with respect to any willful or material breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microprose Inc/De), Agreement and Plan of Merger (Gt Interactive Software Corp)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to by any of the Parties hereto as provided in Section 7.115, this Agreement will forthwith become void and there will be no liability or obligation on the part of any of the Parties or their respective officers or directors except as provided in the confidentiality covenants set forth in Section 6 (a) this Agreement shall be void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONhereof .
Appears in 2 contracts
Samples: Patent Acquisition Agreement, Acquisition Agreement (Calypso Media Services Group, Inc)
Effect of Termination. If any Party terminates Except as provided in Sections 2.2(a), 2.2(d), --------------------- 6.9 and 8.5, in the event of the termination of this Agreement pursuant to Section 7.18.1, (a) this Agreement shall be void and of no further force and effectforthwith become void, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party Party, or any of their respective officers or directors, to the other and (c) all rights and obligations of any Party shall cease; provided, however, that such termination will not relieve any Party from liability for the Parties hereunder shall terminate without any Liability willful breach of any Party to any other Partyof its representations, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9warranties, which shall survive the termination of covenants or agreements set forth in this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Call Points Inc), Agreement and Plan of Reorganization (Call Points Inc)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.01, (a) this Agreement shall be become void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned effect without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to any the other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONparty hereto; provided that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Fogo De Chao, Inc.)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to Section 7.1Agreement, (a) this Agreement shall be forthwith become null and void and there shall be no liability on the part of no further any party hereto or their respective officers or directors, except as provided in Sections 9.3, 11.6 and 11.7 hereof, which shall remain in full force and effect, (b) the transactions contemplated by this Agreement and except that nothing herein shall be abandoned without further action by relieve any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except party hereto from liability for any Liability with respect to any a breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONhereof.
Appears in 2 contracts
Samples: Subscription Agreement (Windswept Environmental Group Inc), Subscription Agreement (Spotless Group LTD)
Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.1In the event of a termination under SECTION 6.1 hereof, (a) this Agreement shall be void and of have no further force and effect, (b) the transactions contemplated by this Agreement and, except as set forth below, there shall be abandoned without further action by any Party and (c) all rights and obligations of no liability on the Parties hereunder shall terminate without any Liability part of any Party party hereto or any of such party's directors, officers, employees or agents to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which party; PROVIDED that the obligations set forth in SECTION 8.8 shall survive the termination of this Agreement. INDEMNIFICATION; and PROVIDED, FURTHER, that a termination under SECTION 6.1 shall not relieve any party of any liability for any breach of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Jacor Communications Inc), Stock Purchase Agreement (Archon Communications Inc)
Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.1, (a) In the event of the termination of this Agreement in accordance with Section 9.1, this Agreement shall be thereafter become void and of have no further force and effect, (b) and no party hereto shall have any Liability to the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and other party hereto or their respective Affiliates, directors, officers or employees, except for the obligations of the Parties hereunder shall terminate without parties hereto contained in this Section 9.2 and Sections 7.1(b), 10.1, 10.7, 10.8, 10.9 and 10.11, and except that nothing herein will relieve any party from Liability for any material breach of any Party to any other Party, except for any Liability with respect to any breach of covenant set forth in this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Galen Holdings PLC), Purchase and Sale Agreement (Galen Holdings PLC)
Effect of Termination. If any Party terminates this Agreement pursuant to is terminated and the transactions contemplated hereby are abandoned in accordance with Section 7.17.01, (a) this Agreement shall be become void and of no further force and effecteffect (other than Section 5.03, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 7.02, and Article 9ARTICLE VIII, each of which shall survive the termination of this Agreement and be enforceable by the Parties), and there shall be no liability or obligation on the part of any Party to the other Party. Nothing in this ARTICLE VII shall be deemed to impair the right of either Party to compel specific performance by the other Party of its obligations under this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (M I Acquisitions, Inc.)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to as provided in Section 7.19.01, (a) this Agreement shall be forthwith become void and there shall be no liability on the part of no further force any Party, except that the confidentiality provisions of the Term Sheet, Section 7.01(b) and effectthis Section 9.03 shall survive such termination; provided, (b) the transactions contemplated by however, that nothing in this Agreement shall be abandoned without further action relieve a Party from liability for (i) any breach by any such Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach terms and provisions of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONor (ii) fraud.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Eagle Acquisition Corp.), Agreement and Plan of Merger (Platinum Eagle Acquisition Corp.)
Effect of Termination. If any Party terminates In the event of the termination and abandonment of this Agreement pursuant to Section 7.1and the Merger, (a) this Agreement shall be thereafter become void and of have no further force and effect, (b) and no party hereto shall have any liability to any other party hereto or its stockholders or directors or officers in respect thereof, except for the transactions contemplated by this Agreement shall be abandoned without further action by any Party obligations of CBRL in Section 7.6 hereof and (c) all rights and the obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability with respect to any breach of this Agreement prior to such termination and except for this parties hereto in Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION7.7 hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBRL Group Inc), Agreement and Plan of Merger (Logans Roadhouse Inc)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to in accordance with Section 7.19.1, (a) this Agreement shall be thereafter become void and of have no further force and effect, (b) and no Party hereto shall have any Liability to the transactions contemplated by this Agreement shall be abandoned without further action by any other Party and (c) all rights and hereto or their respective Affiliates, directors, officers or employees, except for the obligations of the Parties hereunder shall terminate without hereto contained in this Section 9.2 and Article X and except that nothing herein will relieve any Party from Liability for any material breach of any Party to any other Party, except for any Liability with respect to any breach of covenant set forth in this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Reliant Pharmaceuticals, Inc.), Asset Purchase Agreement (Reliant Pharmaceuticals, Inc.)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to Section 7.1, (a) this Agreement shall be forthwith become void and of no further force and effect, (b) the transactions contemplated by this Agreement there shall be abandoned without further action by no liability on the part of any Party party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Sections 7.3, 8.2, 8.3, 8.5, 8.12 and 8.14 hereof, and (cii) all rights and obligations of the Parties hereunder nothing herein shall terminate without relieve any Liability of any Party to any other Party, except party from liability for any Liability with respect to any breach of this Agreement hereof prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtermination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hunter Terry L), Agreement and Plan of Merger (Registry Inc)
Effect of Termination. If any Party terminates this Agreement is validly terminated pursuant to the terms hereof, this Agreement will forthwith become null and void, and there will be no liability or obligation on the part of either Party (or any of their respective officers, directors, employees, agents or other representatives or Affiliates), provided, that the provisions with respect to expenses in Section 11.9, the survival of representations and warranties in Section 11.4 and confidentiality in Section 8.2 will continue to apply following any such termination; and provided further, that if termination is effected pursuant to Section 7.110.1(a) above, (a) this Agreement then the terminating Party shall be void and of no further force and effect, (b) retain the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except provided for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONtherein.
Appears in 2 contracts
Samples: Share Exchange Agreement (Nye Telenor East Invest As), Share Exchange Agreement (Golden Telecom Inc)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.1Section 10.01, (a) this Agreement shall be become void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned effect without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party party (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to any the other Party, except for any Liability with respect to any breach party hereto. The provisions of this Agreement prior to such termination Section 10.02 and except for this Section 7.2 Sections 8.06, 11.04, 11.06, and Article 9, which 11.07 shall survive the any termination of this Agreement. INDEMNIFICATIONhereof pursuant to Section 10.01.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shanda Interactive Entertainment LTD), Agreement and Plan of Merger (Ku6 Media Co., LTD)
Effect of Termination. If any Party party terminates this Agreement pursuant to in accordance with Section 7.19.01, (a) this Agreement shall be will forthwith become void and no party will have any liability or obligation hereunder, except that Sections 4.16, 5.06, and 6.02, the last two sentences of no further Section 7.02, Sections 7.06 and 7.08, this Section 9.02 and Article Ten will survive any such termination and remain in full force and effect; provided, (b) the transactions contemplated by this Agreement shall be abandoned without further action by however, that nothing herein will relieve any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except party for liability for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATIONby it hereof.
Appears in 2 contracts
Samples: Stockholders Agreement (Esenjay Exploration Inc), Agreement (Santos Americas & Europe Corp)
Effect of Termination. If any Party terminates this Agreement is terminated pursuant to Section 7.110.01, (a) this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that termination of this Agreement shall be void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party prejudice to any rights any party may have hereunder against any other Party, except party for any Liability with respect to any wilful breach of this Agreement prior to such termination Agreement. The agreements contained in Sections 6.03(b), 7.01, 7.03, 10.02, 11.04, 11.06, 11.07 and except for this Section 7.2 and Article 9, which 11.09 shall survive the termination of this Agreement. INDEMNIFICATIONhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Air Lines Inc /De/), Agreement and Plan of Merger (Asa Holdings Inc)
Effect of Termination. If any Party terminates In the event of the termination of this Agreement pursuant to Section 7.1, (a) this Agreement there shall be void and of no further force and effect, (b) obligation on the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability part of any Party to any other Partyparty, except that Sections 4.5, 7.2, 9.1, 9.2 and 9.5 shall survive any such termination and nothing shall relieve any party from liability for any Liability with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sk Technologies Corp), Stock Purchase Agreement (Purezza Group Inc)
Effect of Termination. (1) If any Party terminates this Agreement is terminated pursuant to Section 7.1, (a) this Agreement shall be become void and of no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned or effect without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any Party (or any Representative of such Party) to any other PartyParty to this Agreement; provided, except for any Liability with respect to any breach of this Agreement prior to such termination and except for however, (1) Section 4.5(3), Section 4.6, Section 4.12, this Section 7.2 7.2, Section 7.3, Article 8 and Article 9, which the Confidentiality Agreement shall survive the any termination of this Agreement. INDEMNIFICATION; and (2) subject to Section 7.3(7), no Party shall be relieved of any liability for any Willful Breach prior to such termination.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Dominion Diamond Corp)
Effect of Termination. If any Party terminates In the event of termination of this Agreement pursuant to as provided in Section 7.111.1, this Agreement shall forthwith become void and there shall be no liability on the part of either Party except (a) this as set forth in Section 3.6, Section 7.2(g) and Article 13 and the Escrow Agreement shall be void and of no further force and effect, (b) the transactions contemplated by this Agreement that nothing herein (including Section 3.6) shall be abandoned without further action by any relieve either Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except from liability for any Liability with respect to any breach of this Agreement occurring prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination. The exercise of a right of termination of this Agreement. INDEMNIFICATIONAgreement is not an election of remedies.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neophotonics Corp), Asset Purchase Agreement (Emcore Corp)
Effect of Termination. If any Party terminates this Agreement pursuant to terminated as provided in Section 7.110.1, (a) this Agreement shall be forthwith become void and of have no further force and effect, (b) the transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for Section 11.9 and Section 11.12, and except that no party shall be relieved or released from any Liability with respect to any liabilities or damages arising out of the party's breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination any provision of this Agreement. INDEMNIFICATION.
Appears in 2 contracts
Samples: Stock Purchase Agreement (T-3 Energy Services Inc), Stock Purchase Agreement (T-3 Energy Services Inc)
Effect of Termination. If any Party terminates this Agreement pursuant to terminated in accordance with Section 7.112.2 above, (a) this Agreement shall be null and void and of have no further force or effect and effectneither Party shall have any further rights or obligations under this Agreement, (b) except as otherwise provided in the transactions contemplated by remaining provisions of this Section 12.3 or in Sections 13.1, 14.3, and 14.4. In the event that the Parties mutually agree to terminate this Agreement in accordance with Section 12.2 (a), the Deposits shall be abandoned without further action by any returned to the Party making the Deposit. Otherwise, the Deposits shall be paid and (c) all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability disbursed in accordance with respect to any breach of this Agreement prior to such termination and except for this Section 7.2 and Article 9, which shall survive the termination of this Agreement. INDEMNIFICATION12.1 above.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tandem Health Care, Inc.), Asset Purchase Agreement (Tandem Health Care, Inc.)
