Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jevic Transportation Inc), Agreement and Plan of Merger (Yellow Corp), Agreement and Plan of Merger (JPF Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.086.02, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (BTR Acquisition Corp), Agreement and Plan of Merger (Exide Electronics Group Inc), Agreement and Plan of Merger (Great Universal Acquisition Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 8.02, Section 8.03 8.2 and the last sentence of Section 6.08Sections 5.5 and Sections 8.3, which shall survive any such terminationand 9.1 through 9.12 hereof. Nothing contained in this Section 8.02 8.2 shall relieve any party from liability for any willful breach of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Plan and Agreement of Merger (Prism Financial Corp), Plan and Agreement of Merger (Prism Acquisition Subsidiary Inc), Plan and Agreement of Merger (Royal Bank of Canada)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either ACE*COMM or i3 as provided in Section 8.018.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and effect except (i) the last sentence of Section 6.086.2(a) and Sections 8.2, which 8.3 and 9.3 hereof shall survive any such termination. Nothing termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Section 8.02 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (I3 Mobile Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.085.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 8.02 7.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Big Flower Holdings Inc/), Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/), Agreement and Plan of Merger (Big Flower Holdings Inc/)
Effect of Termination. In the event of Upon the termination and abandonment of this Agreement pursuant to Section 8.017.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of this Section 8.027.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination8.10. Nothing contained in this Section 8.02 7.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementprior to such termination.
Appears in 4 contracts
Samples: Acquisition Agreement and Option Agreement (Us Wireless Online Inc), Agreement and Plan of Merger and Reorganization (Fastclick Inc), Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of any party or its directorshereto, officers or stockholdersexcept with respect to Section 3.17, other than the provisions of Section 4.10, Section 6.4, Section 6.8, this Section 8.028.2, Section 8.03 8.3 and the last sentence of Section 6.08ARTICLE 9, which shall survive any such termination. Nothing contained in this Section 8.02 ; provided, however, that nothing herein shall relieve or release any party from liability for any liabilities or damages arising out of fraud or its material and intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (National Holdings Corp), Agreement and Plan of Merger (Gilman Ciocia, Inc.), Agreement and Plan of Merger (Ophthalmic Imaging Systems)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders of the Company, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.086.02, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Snap on Inc), Agreement and Plan of Merger (Snap on Pace Co), 1 Agreement and Plan of Merger (Hein Werner Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.019.1, this Agreement shall forthwith will become void and have no effect, without any liability on the part of any party to this Agreement or its affiliates, directors, officers officers, or stockholdersshareholders, other than the provisions of Section 6.5(a), Section 6.6(c), this Section 8.029.2, Section 8.03 9.3 and the last sentence of Section 6.08, which shall survive any such termination. Article X. Nothing contained in this Section 8.02 shall 9.2 will relieve any party from liability for any breach Breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Stock Investment Agreement (Gainsco Inc), Stock Investment Agreement (Gainsco Inc), Securities Exchange Agreement (Gainsco Inc)
Effect of Termination. In the event of the termination of If this Agreement pursuant is terminated in accordance with Section 8.1 prior to Section 8.01the Closing Date, this Agreement shall forthwith become void and have of no further force and effect; provided, without any liability on the part of any party or its directorshowever, officers or stockholders, other than that (a) the provisions of this Section 8.02, Section 8.03 8.2 and the last sentence of Section 6.08, which Article IX shall survive such termination with respect to any action required hereunder which was not complete prior to such termination. Nothing contained in this Section 8.02 termination and (b) nothing herein shall relieve any party Party from any liability for fraud or with respect to any material breach of the provisions of this Agreement or the Confidentiality Agreementprior to such termination.
Appears in 3 contracts
Samples: Contribution, Conveyance and Assumption Agreement, Registration Rights Agreement (Dominion Midstream Partners, LP), Contribution, Conveyance and Assumption Agreement (Dominion Midstream Partners, LP)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.1, this Agreement Agreement, except for this Section 7.2, the provisions of the second sentence of Section 5.3(f) and Sections 7.3, 8.7 and 8.10, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, shareholders or stockholders. Notwithstanding the foregoing, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained nothing in this Section 8.02 7.2 shall relieve any party from to this Agreement of liability for any a breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Xicor Inc)
Effect of Termination. In the event of the termination and --------------------- abandonment of this Agreement pursuant to Section 8.018.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 8.02 and the last sentence of Section 6.08, which shall survive any such terminationSections 6.02(b) and 8.03. Nothing contained in this Section 8.02 shall relieve any party from liability for any willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tie Acquisition Co), Agreement and Plan of Merger (Pritzker Family Philanthropic Fund), Agreement and Plan of Merger (Marmon Holdings Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.019.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 8.029.2 and Sections 5.19, Section 8.03 6.7, 7.5 and the last sentence of Section 6.08, which shall survive any such termination. 9.5 and Article X. Nothing contained in this Section 8.02 9.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tracor Inc /De), Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Tracor Inc /De)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1 (the date of such termination or abandonment is referred to in this Agreement as the “Termination Date”), this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party Party or its Affiliates, directors, officers officers, managers, members or stockholders, stockholders other than the provisions of this Section 8.02, Section 8.03 8 and the last sentence of Section 6.08, which shall survive any such terminationArticle 10 hereof. Nothing contained in this Section 8.02 8.2 shall relieve any party Party from liability for any breach of this Agreement or the Confidentiality Agreementprior to such termination.
Appears in 3 contracts
Samples: Contribution Agreement (Mammoth Energy Services, Inc.), Contribution Agreement (Mammoth Energy Services, Inc.), Contribution Agreement (Mammoth Energy Services, Inc.)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.019.01, this Agreement shall forthwith will become void and have of no effect, without any effect with no liability on the part of any party hereto or its respective directors, officers or stockholdersshareholders, other than except that the provisions of this agreements contained in Section 8.02, Section 8.03 and 9.03 will survive the last sentence of Section 6.08, which shall survive any such terminationtermination hereof. Nothing contained in this Section 8.02 herein shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adelphia Communications Corp), Agreement and Plan of Merger (Century Communications Corp), Agreement and Plan of Merger (Century Communications Corp)
Effect of Termination. In the event of the --------------------- termination and abandonment of this Agreement pursuant to Section 8.019.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 8.029.2 and Sections 5.5, Section 8.03 9.3, and the last sentence of Section 6.08, which shall survive any such termination10.1 through 10.11 hereof. Nothing contained in this Section 8.02 9.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Execustay Corp), Merger Agreement (Marriott International Inc /Md/), Merger Agreement (Mi Subsidiary I Inc)
Effect of Termination. In the event of the termination of If this Agreement is terminated and the Merger is abandoned pursuant to Section 8.018.01 hereof, this Agreement Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX hereof and the Confidentiality Agreement, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from to this Agreement of liability for any willful breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (National Discount Brokers Group Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.017.1, this Agreement shall forthwith become null and void and have no further force and effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 8.02Sections 5.1, Section 8.03 7.2, 7.3 and 9.10, and the last third sentence of Section 6.085.8 (a), all of which shall survive any such termination. Nothing contained in this Section 8.02 7.2 shall relieve any party from liability for any material and willful breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Artistic Greetings Inc), Asset Purchase Agreement (Artistic Greetings Inc), Asset Purchase Agreement (Artistic Greetings Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void void, and have there shall be no effect, without any liability on the part of any party hereto or any of its affiliates, directors, officers or stockholdersshareholders; provided, other than the provisions of this Section 8.02however, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained that nothing in this Section 8.02 8.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality for fees and expenses as set forth in Section 8.3, and that this Section 8.2 and Section 8.3 shall survive indefinitely any termination of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wachovia Corp New), Agreement and Plan of Merger (Westcorp /Ca/), Agreement and Plan of Merger (WFS Financial Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1 above, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 8.028.2 and Sections 6.2, Section 8.03 6.5, 8.3, 10.7, and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement10.10.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Formula Footwear Inc), Agreement and Plan of Reorganization (Brenex Oil Corp), Agreement and Plan of Reorganization (Crdentia Corp)
Effect of Termination. In the event of the termination of this Agreement and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 8.02, Section 8.03 8.2 and the last sentence of Section 6.08Sections 5.5, which shall survive any such terminationand Sections 8.3 and 9.1 through 9.12 hereof. Nothing contained in this Section 8.02 8.2, however, shall relieve any party from liability for any willful breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Chesapeake Biological Laboratories Inc), Merger Agreement (Ac Acquisition Subsidiary Inc), Merger Agreement (Ac Acquisition Subsidiary Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.086.3 and the provisions of this Section 8.2 and Section 8.3 and the applicable provisions of Article Nine, which shall survive any such termination. Nothing contained in this Section 8.02 8.2 shall relieve any party from liability for any willful breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sybron Dental Specialties Inc), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders, other than the provisions of this Section 8.02, Section 8.03 and the last penultimate sentence of Section 6.086.3 and the provisions of this Section 8.2 and Section 8.3 and the applicable provisions of Article Nine, which shall survive any such termination. Nothing contained in this Section 8.02 8.2 shall relieve any party from liability for fraud or any willful breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Raven Acquisition Corp.), Agreement and Plan of Merger (Tektronix Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.0111.1, this Agreement (other than Section 8.3) shall forthwith become void and have no effecteffect except that, without any liability on notwithstanding anything to the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contrary contained in this Section 8.02 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its breach of any provision of this Agreement or Agreement. In the event of termination of this Agreement, Parent and the Company shall continue to honor the terms of the Confidentiality Agreement, including the return of all confidential materials.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Merger (Wit Capital Group Inc), Agreement and Plan of Merger (E Offering Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.0113.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party to this Agreement or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 8.0213.2, Section 8.03 14.4 and the last sentence confidentiality provisions of Section 6.085.2(a), which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.provided however,
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp), Asset Purchase and Sale Agreement (City National Bancshares Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to under Section 8.017.1, this Agreement shall forthwith thereafter become void and have no effect, without effect and no party hereto shall have any liability on the part of to any other party hereto or its directors, officers or stockholders, other than members, directors or officers in respect thereof; provided that the provisions of Article VIII, Sections 4.7, 5.10, 5.11, 7.3 and this Section 8.02, Section 8.03 7.2 shall remain in full force and the last sentence of Section 6.08, which shall effect and survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach termination of this Agreement or until the Confidentiality Agreementexpiration of such provisions in accordance with their terms.
Appears in 3 contracts
Samples: Agreement and Plan (Gottlieb Daniel M), Agreement and Plan of Merger (G & L Tender LLC), Agreement and Plan (G&l Realty Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement Agreement, except for the provisions of Articles 7, 8, and 9 shall forthwith become void and have be of no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 8.2 shall relieve any party from to this Agreement of liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (AVANYX Therapeutics, Inc.)
Effect of Termination. In the event of the termination of Except as otherwise provided in this Agreement, if this Agreement is terminated pursuant to Section 8.017.01 hereof, this Agreement shall forthwith become void (other than Section 5.02 and have Section 8.01 hereof, which shall remain in full force and effect), and there shall be no effect, without any further liability on the part of Xxxxxx Bancorp or Innes Street to the other, except that no party shall be relieved or released from any party liabilities or damages arising out of its directors, officers or stockholders, other than the provisions willful breach of any provision of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Innes Street Financial Corp), Agreement and Plan of Merger (Innes Street Financial Corp), Agreement and Plan of Merger (Innes Street Financial Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.01, this Agreement Agreement, except for the obligations of the parties pursuant to this Section 8.02 and the provisions of Section 6.06, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained shareholders; provided that nothing in this Section 8.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Share Exchange Agreement (Magellan Filmed Entertainment Inc), Share Exchange Agreement (Saratoga International Holdings Corp), Share Exchange Agreement (Saratoga International Holdings Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its members, directors, officers or stockholdersshareholders, other than the provisions of this Section 8.02Sections 6.3, Section 8.03 8.2, 9.1, 10.1 and the last sentence of Section 6.08, which shall survive any such termination10.8. Nothing contained in this Section 8.02 8.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Compass Bancshares Inc), Agreement and Plan of Merger (Compass Bancshares Inc), Agreement and Plan of Merger (Compass Bancshares Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability Liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 8.028.2 and Sections 6.3(b), Section 8.03 6.14, 8.3, 9.3 and the last sentence of Section 6.08, which shall survive any such termination9.11 hereof. Nothing contained in this Section 8.02 8.2 shall relieve any party from liability Liability for any breach of this Agreement or the Confidentiality Agreement.. SECTION 8.3
Appears in 3 contracts
Samples: Conformed Copy Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Lockheed Martin Corp), Conformed Copy Agreement and Plan of Merger (Loral Corp /Ny/)
Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.017.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or party, its directors, officers or stockholders, other than the provisions of this Section 8.027.2, Section 8.03 4.3 relating to expenses and Section 4.7 relating to publicity and confidentiality to the last sentence of Section 6.08, which shall survive any such terminationextent provided therein. Nothing contained in this Section 8.02 7.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementoccurring before such termination.
Appears in 3 contracts
Samples: Share Purchase Agreement (Thermo Optek Corp), Share Purchase Agreement (Thermo Bioanalysis Corp /De), Asset and Share Purchase Agreement (Thermoquest Corp \De\)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.1, this Agreement shall forthwith become void terminate (except for the Confidentiality Agreement and have no effectthe provisions of Section 7.3, and Sections 8.2 through 8.15), without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this stockholders except as set forth in Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement7.3.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rent Way Inc), Agreement and Plan of Merger (Ace Cash Express Inc/Tx), Agreement and Plan of Merger (Rent a Center Inc De)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement Agreement, except for the provisions of the second sentence of each of Section 6.2(f) and Section 6.3(f), and Sections 8.2, 8.5, and 9.9, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders. Notwithstanding the foregoing, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained nothing in this Section 8.02 8.2 shall relieve any party from to this Agreement of liability for any willful breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amerisource Health Corp/De), Agreement and Plan of Merger (Bergen Brunswig Corp)
Effect of Termination. In the event of the termination of If this Agreement is validly terminated pursuant to Section 8.017.1, this Agreement shall will forthwith become void null and void, and have no further effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 7.2 and the last sentence of Section 6.08, which shall survive any such terminationArticle IX hereof. Nothing contained in this Section 8.02 7.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementoccurring prior to termination.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hungarian Telephone & Cable Corp), Securities Purchase Agreement (TDC a/S)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, members or stockholders, other than pursuant to the provisions of this Section 8.02, 7.02 and Section 8.03 and the last sentence of Section 6.087.03, which shall survive any such termination. Nothing contained in this Section 8.02 7.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Sports Entertainment Enterprises Inc), Stock Purchase Agreement (Sports Entertainment Enterprises Inc)
Effect of Termination. In the event of the Upon any termination of this Agreement pursuant to as provided in Section 8.0110.1, this Agreement shall forthwith immediately become void and have there shall be no effect, without any liability or obligation on the part of any party or its their respective officers, directors, officers stockholders or stockholders, other than Affiliates; provided that (a) the provisions of this Section 8.02Sections 5.6 10.2, Section 8.03 and the last sentence of Section 6.08, which Article XIII shall remain in full force and effect and survive any termination of this Agreement and (b) such termination. Nothing contained in this Section 8.02 termination shall not relieve any party to this Agreement from liability for any breach violations of this Agreement or the Confidentiality Agreementthat occurred prior to such termination.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Univision Communications Inc), Asset Purchase Agreement (Entravision Communications Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.085.2 hereof and the provisions of this Section 7.2 and Section 7.3 hereof, which shall survive any such termination. Nothing contained in this Section 8.02 7.2 shall relieve any party from liability for any breach of any covenant of this Agreement or the Confidentiality Agreementany breach of warranty or misrepresentation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microclock Inc), Agreement and Plan of Merger (Integrated Circuit Systems Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.016.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its directorstheir respective Affiliates, officers officers, directors or stockholders, other than liability of the Greenbriar Parties or Lone Star as the case may be, for breaches of this Agreement occurring prior to such termination. The provisions of this Section 8.02Sections 4.9, Section 8.03 9.7 and the last sentence of Section 6.08, which 9.8 hereof shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach termination of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Master Settlement Agreement (Greenbriar Corp), Master Settlement Agreement (Greenbriar Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.086.02 and the provisions of this Section 8.02 and Section 8.03, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eaton Corp), Agreement and Plan of Merger (Fusion Systems Corp)
Effect of Termination. In the event of the termination of that this Agreement pursuant to is terminated as provided in Section 8.017.1 above, this Agreement shall forthwith become void (other than this Section 7.2, and have Sections 8.1, 9.1 through 9.3, 9.5 through 9.11, and Article X hereof which shall remain in full force and effect) and there shall be no effect, without any further liability on the part of any party AmTrust or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationMaiden Holdings. Nothing contained in this Section 8.02 7.2 shall relieve any party hereto from liability for any its breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Master Agreement (Amtrust Financial Services, Inc.), Master Agreement (Maiden Holdings, Ltd.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.0110.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party hereto or its directorstheir respective affiliates, officers officers, directors or stockholders, other than the provisions of Section 3.15, Section 4.06, Section 5.04, Section 6.04, Section 8.03, this Section 8.02, Section 8.03 10.02 and the last sentence of Section 6.08Article XI, which provisions shall survive any such termination. Nothing contained , and except to the extent that such termination results from the willful and material breach by a party of any provision set forth in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Subscription, Merger and Exchange Agreement (Specialty Laboratories Inc), Subscription, Merger and Exchange Agreement (Ameripath Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.086.2 and the provisions of this Section 8.2 and Section 8.3, which shall survive any such termination. Nothing contained in this Section 8.02 8.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Scientific Co), Agreement and Plan of Merger (Pacific Scientific Co)
Effect of Termination. 7.2.1 In the event of the termination of this Agreement pursuant to Section 8.017.1, this Agreement Agreement, except for any provisions relating to the confidentiality obligations of the parties hereto to each other and the provisions of this Section 7.2 and Section 8.12, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders. Notwithstanding the foregoing, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained nothing in this Section 8.02 7.2 shall relieve any party from to this Agreement of liability for any a material breach of any material provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NeoStem, Inc.), Agreement and Plan of Merger (China Biopharmaceuticals Holdings Inc)
Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Offer and the Merger pursuant to Section 8.0110.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of this Section 8.0210.2 and 10.3 hereof. Notwithstanding the foregoing, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing nothing contained in this Section 8.02 10.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digital Link Corp), Agreement and Plan of Merger (DLZ Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.017.01, this Agreement shall forthwith become void cease to have effect and none of the Parties or their respective Affiliates shall have no effect, without any liability on the part of any party nature whatsoever under this Agreement (except for liabilities which have occurred upon or its directorsbefore the termination), officers or stockholders, other than provided that the provisions of this Section 8.02in Article 1, Section 8.03 Article 7 and the last sentence of Section 6.08, which Article 8 shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach termination of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Members’ Agreement (Grab Holdings LTD), Members’ Agreement (Grab Holdings LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.2, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than except for the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.087.3, which shall survive any such termination. Nothing contained in this Section 8.02 7.3 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Nextband Interests Purchase Agreement (Nextel Communications Inc), Nextband Interests Purchase Agreement (Nextlink Communications Inc / De)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence two sentences of Section 6.086.02, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Rsa Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.0110.1 hereof, this Agreement shall forthwith thereafter become void and have no effect, without and no party thereto shall have any liability on the part to any other party hereto or any of any party or its directorsrespective Affiliates, officers or stockholdersemployees, other than except for the provisions obligations of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing parties hereto contained in this Section 8.02 10.2 and in Sections 11.1, 11.5, 11.6 and 11.8 hereof, and provided that nothing contained in this Section 10.2 shall relieve any party from liability for any a breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Qwest Communications International Inc), Asset Purchase Agreement (RMS Limited Partnership)
Effect of Termination. In the event of the termination of this Agreement and abandonment of the Merger and other Transactions pursuant to Section 8.01this Article 7, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of any party or its officers, directors, officers or stockholders, affiliates and agents, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.085.04 and the provisions of Sections 5.05, which shall survive any such termination. Nothing contained in this Section 7.05, 8.01, 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementand 8.07.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Specialized Health Products International Inc), Agreement and Plan of Merger (Bard C R Inc /Nj/)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01this Article 7, this Agreement shall will forthwith become void and have there will be no effect, without any liability on the part of any party Party or its directorsrespective partners, officers officers, directors or stockholders, other than the provisions of this except for obligations under Section 8.025.6, Section 8.03 9.15 and this Section, all of which will survive the last sentence of Section 6.08Termination Date. Notwithstanding the foregoing, which shall survive any such termination. Nothing nothing contained in this Section 8.02 shall Agreement will relieve any party Party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (PRGX Global, Inc.)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.01, this Agreement shall forthwith become void and have no further force or effect, without any liability or obligation on the part of any party or its directors, officers officers, or stockholders, stockholders (or holders of other than equity interests) except for the applicable provisions of this Section 8.02, Section 8.03 Article VIII and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality AgreementArticle IX.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Emergency Medical Services CORP)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.1 hereof, this Agreement Agreement, except as provided in Sections 7.3 and 8.15, shall forthwith become null and void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 stockholders except as set forth in Sections 7.3 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement8.15.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intellicall Inc), Agreement and Plan of Merger (Intellicall Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either Tower or First Chester as provided in Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and effect except (i) the last sentence of Section 6.086.2(a) and Sections 8.2, which 9.2 and 9.3 shall survive any such termination. Nothing termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Section 8.02 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Chester County Corp), Agreement and Plan of Merger (First Chester County Corp)
Effect of Termination. In the event of the termination of If this Agreement pursuant to Section 8.01is so terminated and the Merger is not consummated, this Agreement shall forthwith become void and shall have no effect, without any liability on the part of any party further force or its directors, officers or stockholders, effect other than the confidentiality provisions of this Section 8.02, Section 8.03 6.1 and the last sentence provisions of Section 6.08, which shall survive any such termination. Nothing Sections 6.2 and 9.2 and Article X; provided that nothing contained in this Section 8.02 9.2 shall relieve any party from liability for fraud, intentional misrepresentation or any willful breach of any representation, warranty, covenant or agreement contained in this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Postal Realty Trust, Inc.), Agreement and Plan of Merger (Postal Realty Trust, Inc.)
Effect of Termination. In the event of the termination of this Agreement and abandonment of the Merger and other Transactions pursuant to Section 8.01this Article 7, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of any party or its officers, directors, officers or stockholdersshareholders, affiliates and agents, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.085.04 and the provisions of Sections 5.06, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement7.05, 8.01, 8.02, 8.03 and 8.08.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MLE Holdings, Inc.), Agreement and Plan of Merger (Mity Enterprises Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.019.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, 9.2 and Section 8.03 and the last sentence of Section 6.089.3, which shall survive any such termination. Nothing ; provided, that nothing contained in this Section 8.02 9.2 shall relieve any party from liability for any material breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clary Corp), Agreement and Plan of Merger (Hawker Pacific Aerospace)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.018.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than except as provided below in Section 8.2(b). Notwithstanding the provisions preceding sentence, each of this (i) Section 8.02, Section 8.03 6.8 and (ii) the last sentence Nondisclosure Agreement shall remain in full force and effect in the event of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach the termination of this Agreement or the Confidentiality Agreementpursuant to Section 8.1 hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Ventures Inc), Agreement and Plan of Merger (Grant Ventures Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to the provisions of Section 8.017.1, the provisions of this Agreement (other than the last sentence of Section 5.10 and Sections 5.6, 7.2 and 7.3 hereof) shall forthwith become void and have no effect, without any with no liability on the part of any party hereto or its directorsstockholders or directors or officers in respect thereof, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which provided that nothing contained herein shall survive any such termination. Nothing contained in this Section 8.02 shall be deemed to relieve any party from of any liability for it may have to any other party with respect to a breach of its obligations under this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Bha Group Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either Trustmark or Cadence as provided in Section 8.018.1 or the abandonment of the Merger without breach by any party hereto, this Agreement (other than Sections 6.2 and 12.4 and any other section which by its terms relates to post-termination rights or obligations) shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationshareholders. Nothing contained in this Section 8.02 8.2 shall relieve any party from hereto of any liability for any a breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cadence Financial Corp), Agreement and Plan of Reorganization (Trustmark Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any party hereto, or its their respective stockholders, officers, or directors, officers or stockholders, other than the provisions of this except that Article 8 and Section 8.02, Section 8.03 and the last sentence of Section 6.08, which 9.9 hereof shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach indefinitely, and except with respect to willful breaches of this Agreement or prior to the Confidentiality Agreementtime of such termination.
Appears in 2 contracts
Effect of Termination. In the event of Upon the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become null and void except as set forth in Section 8.3 and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than for the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08Article 9, which shall survive any such termination. Nothing contained in this Section 8.02 ; provided, however, that nothing herein shall relieve any party from liability for any intentional breach of this Agreement or prior to such termination. In addition, the Confidentiality Agreement shall not be affected by the termination of this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Venturi Partners Inc), Agreement and Plan of Merger (Venturi Partners Inc)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.017.1, this Agreement Agreement, except for the provisions of the last sentence of Section 5.1(e) and the provisions of Sections 7.2 and 8.10, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees or stockholders. Notwithstanding the foregoing, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained nothing in this Section 8.02 7.2 shall relieve any party from to this Agreement of liability for a breach of any breach provision of this Agreement or the Confidentiality Agreementprior to such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amerac Energy Corp), Agreement and Plan of Merger (Southern Mineral Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.017.01, this Agreement shall forthwith become void and have no effect, without any and there shall be no liability on the part of any party or its directorsParty, officers or stockholders, other than except for the provisions of this Section 8.027.02, Section 8.03 7.03 and the last sentence Article VIII, each of Section 6.08, which shall survive remain in full force and effect; provided, however, that the Company shall not be relieved or released from any such termination. Nothing contained in this Section 8.02 shall relieve liability or damages arising from a willful or intentional material breach of any party from liability for any breach provision of this Agreement or prior to the Confidentiality Agreementtime of such termination.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/), Agreement and Plan of Merger (FOHG Holdings, LLC)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to and in accordance with the provisions of Section 8.018.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto (or its directorsstockholders or controlling persons or directors or officers), officers or stockholders, other than except (i) the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which 8.4 shall survive such termination and abandonment and (ii) neither party shall be released or relieved from any liability arising from the breach by such termination. Nothing contained party of any of its representations, warranties, covenants or agreements as set forth in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (USDATA Liquidating Trust), Asset Purchase Agreement (Tecnomatix Technologies LTD)
Effect of Termination. In the event of the termination and abandonment of this Agreement by either HUBCO or IBSF pursuant to Section 8.017.1, this Agreement (other than Section 5.5(b), the penultimate sentence of Section 5.6(h), this Section 7.2 and Section 8.1) shall forthwith become void and have no effect, without any liability on the part of any party or its directorsofficers, officers directors or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationshareholders. Nothing contained in this Section 8.02 herein, however, shall relieve any party from any liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ibs Financial Corp), Agreement and Plan of Merger (Hubco Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than except that (a) the provisions of Section 6.6(c), Section 6.8, this Section 8.028.2, Section 8.03 8.3, and the last sentence of Section 6.08, which Article 9 shall survive any such termination. Nothing termination and abandonment, and (b) notwithstanding anything to the contrary contained in this Section 8.02 Agreement, neither party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its material breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Community Banks Inc), Agreement and Plan of Merger (United Community Banks Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.018.1, this Agreement shall forthwith will become void and have there will be no effect, without any liability on the part of any party Party or its their respective directors, officers managers, officers, equity holders or stockholdersagents, other than the provisions of this except as provided in Section 8.02, Section 8.03 9.1 and the last sentence of Section 6.08, which shall survive except that any such termination. Nothing termination shall be without prejudice to the rights of any Party arising out of the breach by any other Party of any representation or covenant contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality due such other Party’s failure or refusal to close without justification under this Agreement.. Section 7.3
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nobilis Health Corp.), Asset Purchase Agreement (Nobilis Health Corp.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 - 25 - 26 and the last sentence of Section 6.086.02, which shall survive any such termination. The Stock Option Agreement shall also survive any such termination. Nothing contained obtained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.. SECTION 8.03
Appears in 2 contracts
Samples: Exhibit 1 Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Impact Systems Inc /Ca/), Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Voith Sulzer Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees or stockholders, other than the provisions of this Section 8.02, 8.2 and Section 8.03 and the last sentence of Section 6.088.3, which shall survive any such termination. Nothing contained in this Section 8.02 Article VIII shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Filter Corp), Agreement and Plan of Merger (United States Filter Corp)
Effect of Termination. In the event of the termination of If this Agreement is validly terminated pursuant to Section 8.019, this Agreement shall will forthwith become void null and void, and have no further effect, without any liability on the part of any party hereto or its directors, officers Affiliates or stockholdersRepresentatives, other than the provisions of this Section 8.02, Section 8.03 9.3 and the last sentence of Section 6.08, which shall survive any such terminationArticle X hereof. Nothing contained in this Section 8.02 9.3 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementoccurring prior to termination.
Appears in 2 contracts
Effect of Termination. In the event of the termination of this Agreement pursuant to by either WAL or Target as provided in Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and effect except (i) the last sentence of Section 6.086.2(a) and Sections 8.2, which 9.2 and 9.3 shall survive any such termination. Nothing termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Section 8.02 Agreement, no party shall relieve be relieved or released from any party from liability for any liabilities or damages arising out of its willful or intentional breach of any provision of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Alliance Bancorporation), Agreement and Plan of Merger (Western Liberty Bancorp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.016.1 (the date of such termination or abandonment is referred to in this Agreement as the “Termination Date”), this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its Affiliates, directors, officers officers, unitholders or stockholders, stockholders other than the provisions of this Section 8.02, Section 8.03 6.2 and the last sentence of Section 6.08, which shall survive any such terminationArticle 7 hereof. Nothing contained in this Section 8.02 6.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreementprior to such termination.
Appears in 2 contracts
Samples: Contribution Agreement (Mammoth Energy Partners LP), Contribution Agreement (Mammoth Energy Partners LP)
Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.01, this Agreement shall forthwith become void and have of no effect, effect without any liability on the part of any party (or its directorsany Representative of such party) to each other party hereto; provided, officers or stockholdershowever, other than that the provisions of this Section 8.02, Section 8.03 8.02 and the last sentence of Section 6.08, which ARTICLE 9 shall survive any such termination. Nothing contained in this termination hereof pursuant to Section 8.02 8.01; provided that, nothing herein shall relieve any party from liability for fraud or any breach Willful Breach of this Agreement or prior to such termination. The Confidentiality Agreement shall not be affected by the Confidentiality Agreementtermination of this Agreement and shall continue in full force and effect in accordance with its terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gurnet Holding Co), Agreement and Plan of Merger (Corium International, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either AAC or the Company as provided in Section 8.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party the Company, or its directors, officers or stockholdersAAC, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.085.1, which shall survive Section 5.5, this Section 7.3, Sections 8.2, 8.3, 8.5 through 8.10 and Article IX and except to the extent that such termination results from a willful breach by a party of any such termination. Nothing contained of its representations, warranties, covenants or agreements set forth in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC), Investment Agreement (United Dominion Realty Trust Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.01, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its Affiliates, directors, officers or officers, stockholders, partners, managers or members other than the provisions of this Section 8.027.02 and Sections 5.04, Section 8.03 5.05, 8.01, and the last sentence of Section 6.088.05 hereof, which shall survive any such terminationtermination as set forth in Section 8.01. Nothing contained in this Section 8.02 7.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Revenue Interests Assignment Agreement (Oscient Pharmaceuticals Corp), Revenue Interests Assignment Agreement (Oscient Pharmaceuticals Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.016.02, this Agreement shall forthwith become void and have void, impose no effect, without any liability on the part of any party Party hereto or its Affiliates, directors, officers or officers, stockholders, partners, managers or members and have no effect other than the provisions of this Section 8.026.03, and Section 5.02, Section 8.03 6.02 and the last sentence of Section 6.08Article VII hereof, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.ARTICLE VII
Appears in 2 contracts
Samples: Royalty Agreement (Ligand Pharmaceuticals Inc), Royalty Agreement
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.019.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 Sections 6.01(b) and the last sentence of Section 6.08, which shall survive any such termination6.02(b). Nothing contained in this Section 8.02 9.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Acquisition Agreement (Commercetel Corp), Acquisition Agreement (Commercetel Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become be void and have no effect, without any with no liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than except that the provisions of this Section 8.02, Section 8.03 Sections 6.8 (with respect to the reimbursement and the last sentence of Section 6.08, which indemnification obligations therein) and Article IX shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Murdock David H), Agreement and Plan of Merger (Dole Food Co Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.017.01 hereof, this Agreement Agreement, except for the provisions of Section 5.05 and Section 9.09, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationshareholders. Nothing contained in this Section 8.02 7.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc), Agreement and Plan of Merger (Platinum Energy Resources Inc)
Effect of Termination. In the event of the termination of Except as provided in Section 9.3, if this Agreement pursuant to is terminated by either BFST or Oakwood as provided in Section 8.019.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders, other than except that the provisions of Section 7.2, this Section 8.02, 9.2 and Section 8.03 and the last sentence of Section 6.08, which 11.5 shall survive any such terminationtermination of this Agreement. Nothing contained in this Section 8.02 9.2 shall relieve any party from hereto of any liability for any a breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Business First Bancshares, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.0112.1, this Agreement shall forthwith become void and have no effect, without any effect and there shall be no liability on the part of any party hereto or its Affiliates, directors, officers officers, shareholders, or stockholdersagents except under Section 8.2, other than with respect to the provisions of this Good Faith Deposit, if any, and Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement12.3.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Republic Technologies International Holdings LLC), Asset Purchase Agreement (Blue Steel Capital Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees or stockholders, other than the provisions of this Section 8.02, 8.2 and Section 8.03 and the last sentence of Section 6.088.3, which shall survive any such termination. Nothing contained in this Section 8.02 8.2 or elsewhere in this Agreement shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (3-D Geophysical Inc), Agreement and Plan of Merger (Western Atlas Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.,
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orion Capital Corp), Agreement and Plan of Merger (Orion Capital Corp)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.019.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions provision of this Section 8.02, Section 8.03 9.02 and the last sentence of Section 6.08, which shall survive any such terminationSections 6.03(b) and 9.03 hereof. Nothing contained in this Section 8.02 9.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Griffin Technology Inc), Agreement and Plan of Merger (Diebold Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith Agreement, except for the provisions of Section 5.04, Article X and this Section 8.02, will become void and have will be of no further effect, without any liability on the part of any party hereto or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve will be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Discovery Communications, Inc.), Transaction Agreement (Discovery Communications, Inc.)
Effect of Termination. In the event of the termination of If this Agreement is validly terminated pursuant to Section 8.018.1, this Agreement shall will forthwith become null and void and have no further effect, without any liability Liability on the part of any party Party hereto or its Affiliates, directors, officers or stockholders, except for any liability resulting from any fraud, actions taken in bad faith, intentional misrepresentation or intentional breach prior to termination, and other than the provisions of this Section 8.02, Section 8.03 8.3 and the last sentence of Section 6.08, which shall survive any such terminationArticle IX hereof. Nothing contained in this Section 8.02 8.3 shall relieve any party Party from liability Liability for any breach of this Agreement or the Confidentiality Agreementoccurring prior to termination.
Appears in 2 contracts
Samples: Escrow Agreement (Rafaella Apparel Group,inc.), Escrow Agreement (Perry Ellis International Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.017.1, this Agreement shall will forthwith become void and have no effect, without any liability on the part (other than with respect to any claim for breach of any party representation, warranty, covenant or its directorsagreement set forth in this Agreement); provided, officers or stockholders, other than that the provisions of this Section 8.02, 7.3 and Section 8.03 and the last sentence of Section 6.08, which shall 8 will survive any such termination. Nothing contained in this termination hereof pursuant to Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement7.1.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tabula Rasa HealthCare, Inc.), Stock Purchase Agreement (Tabula Rasa HealthCare, Inc.)
Effect of Termination. In the event of the termination ---------------------- and abandonment of this Agreement pursuant to Section 8.019.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 8.029.02 and Sections 5.19, Section 8.03 6.07, 7.05 and the last sentence of Section 6.08, which shall survive any such termination. 9.05 and Article X. Nothing contained in this Section 8.02 9.02 shall relieve any party from liability for any antecedent breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Gec Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.018.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders; provided, other than the provisions of this Section 8.02however, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained that nothing in this Section 8.02 8.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality for fees and expenses as set forth in Section 8.3, and that Sections 6.7, 8.2 and 8.3 and Article IX shall survive indefinitely any termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marketwatch Inc), Agreement and Plan of Merger (Dow Jones & Co Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.019.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 8.029.2 and Sections 5.19, Section 8.03 6.7, 7.5 and 9.5 and Article X and the last sentence of Section 6.08, which shall survive any such terminationConfidentiality Agreement. Nothing contained in this Section 8.02 9.2 shall relieve any party from liability for any antecedent breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eig Acquisition Corp), Agreement and Plan of Merger (Elite Information Group Inc)
Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.01SECTION 8.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 8.02SECTION 8.2, Section 8.03 the arbitration provisions of SECTION 9.3(b) and the last sentence of Section 6.08, which shall survive any such terminationSECTION 10.12 hereof. Nothing contained in this Section 8.02 SECTION 8.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ticketmaster Online Citysearch Inc), Agreement and Plan of Merger (Ticketmaster Online Citysearch Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.0112.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party Party or its directorsrespective Affiliates, officers officers, directors or stockholdersshareholders, other than liability of the provisions of this Section 8.02Group Companies, Section 8.03 the Shareholders and the last sentence of Section 6.08SPAC, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability as the case may be, for any fraud, willful and material breach of this Agreement or occurring prior to such termination, except that the Confidentiality provisions of Section 10.7, Section 10.12, this Section 12.2 and Article XIII shall survive any termination of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blue World Holdings LTD), Agreement and Plan of Merger (Blue World Acquisition Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.0113.01 hereof, this Agreement Agreement, except for the provisions of Section 14.04, and the confidentiality provisions of Section 9.01, shall forthwith become null and void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall 13.02 shall, however, relieve any party from to this Agreement of liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bristol Hotel Co), Agreement and Plan of Merger (Holiday Corp)
Effect of Termination. In the event of the termination of If this Agreement is terminated and the Merger is abandoned pursuant to Section 8.01, this Agreement Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX (which shall remain in effect), shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from to this Agreement of liability for any willful breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Evraz Group S.A.), Agreement and Plan of Merger (Oregon Steel Mills Inc)
Effect of Termination. In the event of the termination of that this Agreement pursuant to is terminated as provided in Section 8.017.1 above, this Agreement shall forthwith become void (other than this Section 7.2, and have Sections 8.1, 9.1 through 9.3, and 9.5 through 9.11, hereof which shall remain in full force and effect) and there shall be no effect, without any further liability on the part of any party AmTrust or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such terminationMaiden Holdings. Nothing contained in this Section 8.02 7.2 shall relieve any party hereto from liability for any its breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Master Agreement (Maiden Holdings, Ltd.), Master Agreement (Amtrust Financial Services, Inc.)
Effect of Termination. In the event of the termination of Except as otherwise provided in this Agreement, if this Agreement is terminated pursuant to Section 8.017.01 hereof, this Agreement shall forthwith become void (other than Section 5.02(a) and have (d) and Section 8.01 hereof, which shall remain in full force and effect), and there shall be no effect, without any further liability on the part of Sound Federal Bancorp or PFC to the other, except that no party shall be relieved or released from any party liabilities or damages arising out of its directors, officers or stockholders, other than the provisions willful breach of any provision of this Section 8.02, Section 8.03 and the last sentence of Section 6.08, which shall survive any such termination. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peekskill Financial Corp), Agreement and Plan of Merger (Sound Federal Bancorp)
Effect of Termination. In the event of the termination of this Agreement pursuant to by either PROTEC or PAYM as provided in Section 8.017.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party PAYM or its directors, officers or stockholdersPROTEC, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 6.085.01(a), which shall survive any such terminationSection 5.04, and this Section 7.02. Nothing contained in this Section 8.02 shall relieve any party from liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Securities Exchange Agreement, Securities Exchange Agreement (PayMeOn, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.017.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders, other than the provisions of this Section 8.025.10 with respect to the payment of the breakup fee and expense reimbursement as described therein, Section 8.03 and the last sentence of Section 6.085.02, which in each case shall survive any such termination. Nothing contained in this Section 8.02 7.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Communications Instruments Inc), Agreement and Plan of Merger (Corcom Inc)
Effect of Termination. In the event of the termination of If this Agreement pursuant to Section 8.01is so terminated and the Agreement is not consummated, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders, other than the provisions of this Section 8.02, Section 8.03 10.2 and the last sentence provisions of Section 6.08, this Agreement which shall survive any are indicated herein as surviving such termination. Nothing contained in this Section 8.02 10.2 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.
Appears in 2 contracts
Samples: A Asset Acquisition Agreement (Applied Intelligence Group Inc), Asset Acquisition Agreement (Netplex Group Inc)
