Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 129 contracts
Samples: Separation and Distribution Agreement (Grail, LLC), Separation and Distribution Agreement (Solventum Corp), Separation and Distribution Agreement (3m Co)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no Party none of the Parties (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.
Appears in 29 contracts
Samples: Employee Matters Agreement (Healthy Choice Wellness Corp.), Employee Matters Agreement (Kyndryl Holdings, Inc.), Employee Matters Agreement (Kyndryl Holdings, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no neither Party (nor any member of its directors, officers their Group or employeesany of their respective directors or officers) shall have any Liability or further obligation to the other Party by reason or any member of its Group under this AgreementAgreement or the Ancillary Agreements.
Appears in 26 contracts
Samples: Separation and Distribution Agreement (General Electric Co), Separation and Distribution Agreement (GE Vernova Inc.), Separation and Distribution Agreement (GE Vernova LLC)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of under this AgreementAgreement or the Ancillary Agreements.
Appears in 25 contracts
Samples: Separation and Distribution Agreement (Healthy Choice Wellness Corp.), Separation and Distribution Agreement (Synaptogenix, Inc.), Separation and Distribution Agreement (Neurotrope, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no neither Party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 18 contracts
Samples: Separation Agreement (NorthStar Realty Europe Corp.), Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (NorthStar Realty Europe Corp.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no Party party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of party with respect to this Agreement.
Appears in 18 contracts
Samples: Master Ownership and License Agreement, Master Ownership and License Agreement (Kraft Foods Group, Inc.), Master Ownership and License Agreement (Kraft Foods Group, Inc.)
Effect of Termination. In the event of any a termination of this Agreement prior to the Effective TimeAgreement, no neither Party (nor any of its directors, officers or employees) shall have any Liability liability or further obligation to the other Party by reason of this Agreement.other, except that
Appears in 12 contracts
Samples: Stock Purchase Agreement (Clearwire Corp), Stock Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Distribution Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 12 contracts
Samples: Separation and Distribution Agreement (Istar Inc.), Separation and Distribution Agreement (Star Holdings), Agreement and Plan of Merger (Istar Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 12 contracts
Samples: Separation Agreement (DreamWorks Animation SKG, Inc.), Distribution Agreement (Tender Loving Care Health Care Services Inc/ Ny), Distribution Agreement (Enova Holdings Inc)
Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Effective TimeDistribution, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 11 contracts
Samples: Contribution and Distribution Agreement (Imperial Petroleum Inc./Marshall Islands), Contribution and Distribution Agreement (C3is Inc.), Contribution and Distribution Agreement (C3is Inc.)
Effect of Termination. (a) In the event of any termination of this Agreement prior to the Effective TimeClosing Date, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 11 contracts
Samples: Master Separation and Distribution Agreement (Ecost Com Inc), Master Separation and Distribution Agreement (Pc Mall Inc), Master Separation and Distribution Agreement (Ecost Com Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers officers, members or employeesmanagers) shall have any Liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 11 contracts
Samples: Separation Agreement, Stock and Asset Purchase and Sale Agreement (Endurance Specialty Holdings LTD), www.sec.gov
Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Effective TimeDistribution, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 10 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Automatic Data Processing Inc), Separation and Distribution Agreement (Dealer Services Holdings LLC)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 9 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Emergent BioSolutions Inc.), Separation and Distribution Agreement (Aptevo Therapeutics Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the First Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the any other Party by reason of this Agreement.
Appears in 7 contracts
Samples: Separation and Distribution Agreement (Raytheon Technologies Corp), Separation and Distribution Agreement (Otis Worldwide Corp), Separation and Distribution Agreement (Carrier Global Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the any other Party by reason of this Agreement.
Appears in 7 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (nVent Electric PLC), Separation and Distribution Agreement (PENTAIR PLC)
Effect of Termination. (a) In the event of any termination of this Agreement prior to the Effective TimeIPO Closing Date, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 6 contracts
Samples: Master Separation Agreement (Bausch & Lomb Corp), Master Separation Agreement (Bausch Health Companies Inc.), Master Separation Agreement
Effect of Termination. In the event of any a termination of this Agreement prior to the Effective TimeAgreement, no neither Party (nor any of its directors, officers or employees) shall have any Liability liability or further obligation to the other Party by reason of this Agreement.other, except that:
Appears in 6 contracts
Samples: Stock Purchase Agreement and Other Covenants (Telefonica S A), Stock Purchase Agreement and Other Covenants (Telefonica Brasil S.A.), Stock Purchase Agreement (Telemig Celular Participacoes Sa)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers officers, employees or employeesagents) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 6 contracts
Samples: Intellectual Property Agreement (Ingevity Corp), Separation and Distribution Agreement (Ingevity Corp), Separation and Distribution Agreement (Ingevity Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 5 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Navient Corp), Separation and Distribution Agreement (SLM Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party party hereto (nor any of its directors, trustees, officers or employees) shall have any Liability or further obligation to the any other Party party hereto by reason of this Agreement.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Vornado Realty Lp), Separation and Distribution Agreement (JBG SMITH Properties), Contribution and Assignment Agreement (JBG SMITH Properties)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Time pursuant to Section 7.01, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of party or third party with respect to this Agreement.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (New Abraxis, Inc.), Separation Agreement (Alberto Culver Co), Separation Agreement (Marshall & Ilsley Corp/Wi/)
Effect of Termination. (a) In the event of any termination of this Agreement prior to the Effective TimeIPO Closing Date, no Party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (BGC Partners, Inc.), Separation and Distribution Agreement (Newmark Group, Inc.), Separation and Distribution Agreement (BGC Partners, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no neither Party (nor any member of its directors, officers their Group or employeesany of their respective directors or officers) shall have any Liability or further obligation to the other Party by reason or any member of its Group under this Agreement, the Ancillary Agreements or the Ongoing Relationship Agreements.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Resideo Technologies, Inc.), Separation and Distribution Agreement (Resideo Technologies, Inc.), Separation and Distribution Agreement (Resideo Technologies, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Effective TimeDistribution, no neither Party (nor any of its directors, directors or officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.Party. ARTICLE IX
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Ameriprise Financial Inc), Separation and Distribution Agreement (American Express Co), Separation and Distribution Agreement (Ameriprise Financial Inc)
Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Effective TimeSpin-Off Distribution, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 4 contracts
Samples: Contribution and Conveyance Agreement (Rubico Inc.), Contribution and Conveyance Agreement (Seanergy Maritime Holdings Corp.), Contribution and Conveyance Agreement (United Maritime Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of party with respect to this Agreement.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement, Separation and Distribution Agreement (At&t Corp)
Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Effective TimeDistribution, no Party (nor or any member of its Group or any of its directors, officers or employeesits Group's directors or officers) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Piper Jaffray Companies), Separation and Distribution Agreement (Piper Jaffray Companies), Separation and Distribution Agreement (Piper Jaffray Companies)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no Party (nor or any member of its Group or any of its directors, officers or employeestheir respective directors or officers) shall will have any Liability or further obligation to the any other Party by reason (or any member of its Group) with respect to this AgreementAgreement or such Transaction Document or Transfer Document.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Laboratory Corp of America Holdings), Separation and Distribution Agreement (Fortrea Holdings Inc.), Separation and Distribution Agreement (Fortrea Holdings Inc.)
Effect of Termination. In If this Agreement is terminated, no party will have any liability or further obligation to any other party to the event Agreement, except for any liability arising out of any termination knowing, willful or fraudulent breach of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreementsuch termination.
Appears in 4 contracts
Samples: Asset Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (Ugods, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Timein whole or in part, no Party (nor or any of its directors, officers officers, members or employeesmanagers) shall have any Liability or further obligation to the any other Party by reason with respect to the portions of this Agreementthe Agreement so terminated.
Appears in 4 contracts
Samples: Separation Agreement (Cellectis S.A.), Separation Agreement (Cellectis S.A.), Separation Agreement (Calyxt, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to in accordance with Section 17.01, none of the Effective Time, no Party Parties (nor or any of its directors, officers their directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.
Appears in 4 contracts
Samples: Employee Matters Agreement (Ashland LLC), Employee Matters Agreement (Valvoline Inc), Employee Matters Agreement (Valvoline Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the IPO Effective TimeDate, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 4 contracts
Samples: Separation Agreement (Southwest Gas Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.)
Effect of Termination. In the event of any Upon termination of this Agreement, each Party shall no longer thereafter have any further liability or obligation to the other Party under this Agreement, excepting any claims, liabilities or damages that arose under this Agreement prior to the Effective Time, no Party (nor any date of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreementtermination.
Appears in 4 contracts
Samples: Investment Agreement (Nouveau Monde Graphite Inc.), Investment Agreement (Nouveau Monde Graphite Inc.), Investment Agreement
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeSeparation, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of under this AgreementAgreement or the Ancillary Agreements.
Appears in 4 contracts
Samples: Separation Agreement (Valvoline Inc), Separation Agreement (Ashland LLC), Separation Agreement (Valvoline Inc)
Effect of Termination. In the event of any termination of this Agreement prior pursuant to the Effective TimeSection 10.1, no Party (nor or any member of its Group or any of its directors, officers or employeesits Group’s directors or officers) shall have any Liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 3 contracts
Samples: Master Separation Agreement (Lazard LTD), Master Separation Agreement (Lazard LTD), Master Separation Agreement (LAZ-MD Holdings LLC)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date pursuant to Section 9.01, no Party to this Agreement (nor or any of its directors, officers or employeesRepresentatives) shall have any Liability or further obligation to the any other Party by reason of or third party with respect to this Agreement, except as provided in the Merger Agreement.
Appears in 3 contracts
Samples: Separation Agreement (DMRC Corp), Separation Agreement (Cohesant Technologies Inc), Separation Agreement (CIPAR Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, this Agreement and all Ancillary Agreements shall become void and no Party (nor any of its Affiliates, directors, officers or employees) shall have any Liability or further obligation to the any other Party (or any of its Affiliates) by reason of this Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Yum Brands Inc), Separation and Distribution Agreement (Yum China Holdings, Inc.), Separation and Distribution Agreement (Yum China Holdings, Inc.)
Effect of Termination. In If this Agreement is terminated for any reason prior to the event end of the Term, neither party shall have any termination further obligation under this Agreement except with respect to those provisions of this Agreement prior which, by their terms, require performance by the parties subsequent to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason termination of this Agreement.
Appears in 3 contracts
Samples: Employment Agreement (Chadmoore Wireless Group Inc), Employment Agreement (Chadmoore Wireless Group Inc), Bonus and Employment Agreement (Chadmoore Wireless Group Inc)
Effect of Termination. (a) In the event of any termination of this Agreement prior to the Effective TimeClosing Date, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 3 contracts
Samples: Plan of Reorganization and Distribution Agreement (Cincinnati Bell Inc /Oh/), Plan of Reorganization and Distribution Agreement (Convergys Corp), Plan of Reorganization and Distribution Agreement (Convergys Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no Party neither party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of this Agreementparty.
Appears in 3 contracts
Samples: Employee Matters Agreement (Ocwen Financial Corp), Employee Matters Agreement (Altisource Portfolio Solutions S.A.), Employee Matters Agreement (Altisource Portfolio Solutions S.A.)
Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Effective TimeDistribution, no neither Party (nor any of its directors, directors or officers or employeesmember of such Party’s Group) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Twenty-First Century Fox, Inc.), Separation and Distribution Agreement (Fox Corp), Separation and Distribution Agreement (Fox Corp)
Effect of Termination. In the event of any termination of this Agreement prior to in accordance herewith, none of the Effective Time, no Party Parties (nor or any of its directors, officers their directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.
Appears in 3 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Asv Holdings, Inc.), Employee Matters Agreement (A.S.V., LLC)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party party (nor or any of its directors, officers directors or employeesofficers) shall will have any Liability or further obligation to the any other Party by reason of party with respect to this Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Marriott International Inc /Md/), Separation and Distribution Agreement (Marriott Vacations Worldwide Corp)
Effect of Termination. In the event of any termination of this Agreement or any Ancillary Agreement prior to consummation of the Effective TimeDistribution, no neither Party (nor any of its directors, directors or officers or employeesmember of such Party’s Group) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Twenty-First Century Fox, Inc.), Separation and Distribution Agreement (New Newscorp LLC)
Effect of Termination. In the event of any termination of this Agreement pursuant to Section 12.01 prior to the Effective TimeClosing, no and except as provided in the Merger Agreement, neither Party (nor any of its directors, officers or employees) Affiliates shall have any Liability liability or further obligation to the other Party by reason or any of its Affiliates under this AgreementAgreement or in respect of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Separation Agreement (Essendant Inc), Separation Agreement (Genuine Parts Co), Separation Agreement (Essendant Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, this Agreement and all Ancillary Agreements will become void and no Party (nor any of its Affiliates, directors, officers or employees) shall will have any Liability or further obligation to the other Party (or any of its Affiliates) by reason of this Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Cognyte Software Ltd.), Separation and Distribution Agreement (Cognyte Software Ltd.), Separation and Distribution Agreement (Sunpower Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time--------------------- Agreement, no Party (nor or any of its directors, officers officers, employees or employeesagents) shall have any Liability liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 2 contracts
Samples: Cooperation Agreement (Wyndham International Inc), Cooperation Agreement (Patriot American Hospitality Operating Co\de)
Effect of Termination. (a) In the event of any termination of this Agreement prior to the Effective Time, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Teradata Corp /De/), Separation and Distribution Agreement (Teradata Corp /De/)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of this Agreementparty as a result hereof.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (At&t Wireless Services Inc), Separation and Distribution Agreement (At&t Wireless Services Inc)
Effect of Termination. In Except as otherwise set forth herein, in the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers officers, members or employeesmanagers) shall have any Liability liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 2 contracts
Samples: Information Sharing and Cooperation Agreement (Fox Factory Holding Corp), Information Sharing and Cooperation Agreement (Fox Factory Holding Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, trustees, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Urban Edge Properties), Separation and Distribution Agreement (Urban Edge Properties)
Effect of Termination. In the event of any termination of this Agreement pursuant to Section 15.01 prior to the Effective TimeClosing, no and except as provided in the Merger Agreement, neither Party (nor any of its directors, officers or employees) Affiliates shall have any Liability liability or further obligation to the other Party by reason or any of its Affiliates under this AgreementAgreement or in respect of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Separation Agreement, Separation Agreement (Lockheed Martin Corp)
Effect of Termination. In the event of any a termination of this Agreement prior to the Effective TimeClosing, no neither Party (nor any of its directors, officers or employees) shall have any Liability liability or further obligation to the other Party by reason of this Agreement.other, except that
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Clearwire Corp), Membership Interest Purchase Agreement (Clearwire Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Separation Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement; provided, that the foregoing provisions shall not affect or otherwise limit any Liability that expressly survives the termination of the SPAC Business Combination Agreement (in accordance with the express terms of the SPAC Business Combination Agreement).
Appears in 2 contracts
Samples: Separation Agreement (LiveWire Group, Inc.), Separation Agreement (Harley-Davidson, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior pursuant to the Effective TimeSection 10.1, no Party (nor or any member of its Group or any of its directors, officers or employeesits Group’s directors or officers) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
Appears in 2 contracts
Samples: Master Separation Agreement (Lazard LTD), Master Separation Agreement (Lazard LTD)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, this Agreement and all Ancillary Agreements shall become void and no Party (nor any of its Affiliates, directors, officers or employees) shall have any Liability or further obligation to the other Party (or any of its Affiliates) by reason of this Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Silver Bull Resources, Inc.), Separation and Distribution Agreement (Arras Minerals Corp.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of this Agreementparty.
Appears in 2 contracts
Samples: Separation Agreement (American Water Works Company, Inc.), Separation Agreement (American Water Capital Corp.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date pursuant to Section 10.1, no Party party to this Agreement (nor or any of its directors, officers or employeesRepresentatives) shall have any Liability liability or further obligation to the any other Party by reason of party or third party with respect to this Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Mercantil Bank Holding Corp), Separation and Distribution Agreement (Mercantil Bank Holding Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeSeparation Closing, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of under this AgreementAgreement or the Ancillary Agreements.
Appears in 2 contracts
Samples: Separation Agreement (Johnson & Johnson), Separation Agreement (Kenvue Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party (nor or any directors or officers of its directors, officers or employeessuch party) shall have any Liability or further obligation to the any other Party by reason of this Agreementparty.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Moneygram International Inc), Separation and Distribution Agreement (Moneygram International Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason party as a result of this Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Genesis Healthcare Corp), Separation and Distribution Agreement (Genesis Healthcare Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date pursuant to Section 9.01, no Party to this Agreement (nor or any of its directors, officers or employeesRepresentatives) shall have any Liability or further obligation to the any other Party by reason of or third party with respect to this Agreement.
Appears in 2 contracts
Samples: Separation Agreement (Walt Disney Co/), Separation Agreement (Citadel Broadcasting Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no Party none of the Parties (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.. ARTICLE XVII
Appears in 2 contracts
Samples: Employee Matters Agreement (AOL Inc.), Employee Matters Agreement (AOL Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party hereto (nor or any of its directors, officers directors or employeesofficers) shall have any Liability liability or further obligation to the any other Party by reason party to this Agreement, except that nothing herein will relieve any party from liability for any breach of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rwe Aktiengesellschaft /Adr/), Stock Purchase Agreement (Dames & Moore Inc /De/)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no neither Party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason Party. Table of this Agreement.Contents ARTICLE XI
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeSpin-Off, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of under this Agreement.
Appears in 2 contracts
Samples: Separation Agreement (Gold Resource Corp), Separation Agreement (Fortitude Gold Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Timesuch termination, no Party (nor any of its directors, officers or employees) shall have any Liability obligation or further obligation liability to the any other Party by reason of in respect to this Agreement, except for any willful breach of contract occurring prior to such termination.
Appears in 2 contracts
Samples: Investment Agreement (Shaw Group Inc), Investment Agreement (Shaw Group Inc)
Effect of Termination. In the event of any termination of this Agreement prior pursuant to the Effective TimeSection 7.01, no Party (nor or any of its directors, officers Subsidiaries or employeesany of their respective Representatives) shall have any Liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 2 contracts
Samples: Separation Agreement (BGC Partners, Inc.), Separation Agreement (Espeed Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no Party none of the Parties (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.
Appears in 2 contracts
Samples: Employee Matters Agreement (AOL Inc.), Employee Matters Agreement (AOL Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeSeparation Closing, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of under this Agreement.Agreement or the Ancillary Agreements. ARTICLE XI
Appears in 2 contracts
Samples: Separation Agreement (Kenvue Inc.), Separation Agreement (Kenvue Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution, no neither Party (nor any other member of its directors, officers Group or employeesany of their respective directors or officers) shall have any Liability or further obligation to the other Party by reason or any member of its Group under this AgreementAgreement or the Ancillary Agreements.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Outdoor Products Spinco Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeSeparation, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
Appears in 1 contract
Samples: Master Separation Agreement (Force Protection Video Equipment Corp.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeClosing, no neither Party (nor any other member of its directors, officers Group or employeesany of their respective directors or officers) shall have any Liability or further obligation to the other Party by reason or any member of its Group under this AgreementAgreement or the Ancillary Agreements.
Appears in 1 contract
Effect of Termination. In the event of any termination of this Agreement prior pursuant to the Effective TimeSection 10.1, no Party (nor or any member of its Group or any of its directors, officers or employeesits Group's directors or officers) shall have any Liability or further obligation to the any other Party by reason of this AgreementParty.
Appears in 1 contract
Samples: Master Separation Agreement (Wasserstein Bruce Jay)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party (nor or any of its directors, officers officers, employees or employeesagents) shall have any Liability liability or further obligation to any other party, except for the other Party by reason obligations under Article II, which shall survive any termination of this Agreement.
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Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeTermination, no Party party hereto (nor or any of its directors, officers or employeesshareholders) shall have any Liability liability or further obligation to the any other Party by reason of party to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Daleco Resources Corp)
Effect of Termination. In the event of any the termination of this Agreement prior to the Effective TimeAgreement, no Party (nor any of its directors, officers or employees) party hereto shall have any Liability liability or further obligation to the other Party party hereto, any of its creditors and equity holders or any other party except that neither party shall be relieved of liability for any breach by reason it of this Agreementits obligations hereunder occurring prior to such termination.
Appears in 1 contract
Samples: Asset Purchase Agreement (Information Holdings Inc)
Effect of Termination. In the event of any termination of this Agreement prior to the Mandatory Exchange Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.
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Samples: Separation Agreement (Vimeo, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistributions Time pursuant to Section 7.01, no Party party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of party or third party with respect to this Agreement.
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Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation under this Agreement to the any other Party by reason of this AgreementParty.
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Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall will have any Liability or further obligation to the other Party by reason of this Agreement.
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Samples: Transaction Implementation Agreement (Montauk Renewables, Inc.)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no Party none of the Parties (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of under this Agreement.. Table of Contents
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Effect of Termination. In the event of any a termination of this Agreement prior to the Effective Timein accordance with its terms, no neither Party (nor any of its directors, officers or employees) shall have any Liability liability or further obligation to the other Party by reason of this Agreement.other, except that
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Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date or Trust Transfer Date, as applicable, pursuant to Section 9.01, no Party to this Agreement (nor or any of its directors, officers or employeesRepresentatives) shall have any Liability or further obligation to the any other Party by reason of or third party with respect to this Agreement, except as provided in the Merger Agreement.
Appears in 1 contract
Samples: Separation Agreement (DMRC Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDate, this Agreement shall become null and void and no Party (nor any member of its Group or any of its or their directors, officers or employees) shall have any Liability or further obligation to the other Party or any member of the other Party’s Group by reason of this AgreementAgreement or the Ancillary Agreements.
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Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeTermination, no Party party hereto (nor or any of its directors, directors officers or employeesshareholders) shall have any Liability liability or further obligation to the any other Party by reason of party to this Agreement.
Appears in 1 contract
Samples: Daleco Resources Corp
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party or any other Person (including the Purchaser) by reason of this Agreement.
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Samples: Separation Agreement (Supervalu Inc)
Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Effective TimeDistribution, no neither Party (nor any of its directors, directors or officers or employees) shall have any Liability or further obligation to the other Party by reason of this AgreementParty.
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Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date, no neither Party (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of this Agreement.Party. ARTICLE X
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Effect of Termination. In the event of any termination of this Agreement prior to the Separation Effective Time, no Party (nor any of its directors, managers, trustees, officers or employees) shall have any Liability or further obligation to the any other Party by reason of this Agreement.
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Samples: Agreement and Plan of Merger (Broadstone Net Lease, Inc.)
Effect of Termination. In the event of any Upon termination or expiration of this Agreement prior to the Effective Timewithout limiting a party’s remedies and damages for breach, no Party (nor any of its directors, officers or employees) shall neither party will have any Liability or further obligation or liability to the other Party hereunder for future performance hereof, except under those provisions surviving by reason the terms of this Agreement.
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Samples: Dr Pepper Snapple Group, Inc.
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeAgreement, no Party party to this Agreement (nor or any of its directors, officers or employeesAffiliates) shall have any Liability liability of any kind or further obligation to the any other Party by reason of this Agreementparty or any other Person as a result thereof.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Mod Pac Corp)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective Timesuch termination, no Party (nor any of its directors, officers or employees) shall have any Liability obligation or further obligation liability to the any other Party by reason of in respect to this Agreement., except for any willful breach of contract occurring prior to such termination. 10. Miscellaneous 10.1
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Samples: Investment Agreement
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDistribution Date pursuant to Section 8.01, no Party to this Agreement (nor or any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the any other Party by reason of or third party with respect to this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Heinz H J Co)
Effect of Termination. In the event of any termination of this Agreement prior to the Effective TimeDirect Listing Date, no neither Party (nor any of its directors, officers directors or employeesofficers) shall have any Liability or further obligation to the other Party by reason of under this AgreementAgreement or the Ancillary Agreements.
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