Common use of Survival After Termination Clause in Contracts

Survival After Termination. If this Agreement is terminated in accordance with Section 2.2 and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, except (i) for this Section 2.3, (ii) for the provisions of Section 5.1(c) and (iii) that the termination of this Agreement for any reason shall not relieve any party hereto from any liability the benefit of which at the time of termination had already accrued to any other party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such termination.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Detection Systems Inc), Stock Purchase Agreement (Numerex Corp /Pa/)

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Survival After Termination. If this Agreement is terminated in accordance with Section 2.2 9.1 hereof and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, effect except (i) for this Section 2.3, (ii) for the provisions of Section 5.1(c) Sections 5.5, 6.1(e), 9.2, 12.2, 12.3, 12.6, and 12.7 hereof and (iiiii) that the termination of this Agreement for any reason shall not relieve any party hereto from any liability the benefit of or obligations which at the time of termination had already accrued to any other another party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such termination; provided that the Confidentiality Agreement shall remain in full force and effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dyersburg Corp), Stock Purchase Agreement (Westpoint Stevens Inc)

Survival After Termination. If this Agreement is terminated in accordance with Section 2.2 3.2 hereof and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, effect except (i) for this Section 2.33.3 hereof, (ii) for the provisions of Section 5.1(c6.2 hereof, (iii) for the provisions of Section 9.3 hereof, and (iiiiv) that the termination of this Agreement for any reason cause shall not relieve any either party hereto from any liability the benefit of which at the time of termination had already accrued to any the other party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such termination.

Appears in 2 contracts

Samples: Stock Purchase Agreement (TNS Inc), Stock Purchase Agreement (Psinet Inc)

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 2.2 and the transactions contemplated hereby are not consummated9.1 hereof, this Agreement shall become null and void and of no further force and effecteffect and there shall be no Liability under this Agreement on the part of any party hereto, except that (ia) for this Section 2.3, (ii) for the provisions of Section 5.1(c9.2 (Termination Fee; Expenses), this Section 9.3 (Survival After Termination), Section 7.2(b) (Confidential Information), the last sentence of Section 7.15(d) (Buyer’s Financing Obligations) and Article XII (iiiMiscellaneous) that shall survive the termination of this Agreement, and (b) nothing herein shall relieve any party from any Liability for any intentional or willful breach of the provisions of this Agreement prior to the termination of this Agreement or for any reason shall not relieve any party hereto from any liability the benefit of which at the time of termination had already accrued to any other party hereto or which thereafter may accrue in respect of any act or omission actual, knowing and intentional fraud of such party prior to such terminationparty.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Avista Capital Partners GP, LLC), Stock Purchase Agreement (Angiodynamics Inc)

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 2.2 and the transactions contemplated hereby are not consummated9.1 hereof, this Agreement shall become null and void and of no further force and effecteffect and there shall be no Liability under this Agreement on the part of any party hereto, except that (ia) for this Section 2.3, (ii) for the provisions of this Section 5.1(c9.2 (Survival After Termination), Section 7.2(b) (Confidential Information), and Article XII (iiiMiscellaneous) that shall survive the termination of this Agreement for any reason and (b) nothing herein shall not relieve any party hereto from any liability Liability for any intentional or willful breach of the benefit provisions of which at this Agreement prior to the time termination of termination had already accrued to any other party hereto this Agreement or which thereafter may accrue in respect of any act for actual, knowing or omission intentional fraud of such party prior to such terminationparty.

Appears in 1 contract

Samples: Stock Purchase Agreement (Angiodynamics Inc)

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Survival After Termination. If this Agreement is terminated in accordance with Section 2.2 14 and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, except (i) for this Section 2.315, (ii) for the provisions of Section 5.1(c) 9 and (iii) that the termination of this Agreement for any reason cause shall not relieve any party hereto from any liability the benefit of which at the time of termination had already accrued to any other party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such terminationtermination it being acknowledged by all parties hereto that for all purposes at the Closing, all documents (including this Agreement) will be deemed to have been executed simultaneously.

Appears in 1 contract

Samples: Purchase Agreement (Cal Dive International Inc)

Survival After Termination. If this Agreement is terminated in accordance with terminates pursuant to Section 2.2 12.1 and the transactions contemplated hereby Contemplated Transactions are not consummated, this Agreement shall become null and void and of have no further force and or effect, except (i) for that any such termination shall be without prejudice to the rights of any party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Section 2.3Agreement. Notwithstanding anything in this Agreement to the contrary, (ii) for the provisions of Sections 6.3, 6.4, 6.5 and 6.17, this Section 5.1(c) 12.2 and (iii) that the Article 13 shall survive any termination of this Agreement for any reason shall not relieve any party hereto from any liability the benefit of which at the time of termination had already accrued to any other party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such terminationAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amn Healthcare Services Inc)

Survival After Termination. If this Agreement is terminated in accordance with Section 2.2 hereof and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, effect except (i) for this Section 2.32.3 hereof, (ii) for the provisions of Section 5.1(c) Sections 5.1(b), 8.3 and 8.10 hereof, and (iii) that the termination of this Agreement for any reason cause shall not relieve any either party hereto from any liability the benefit of which at the time of termination had already accrued to any the other party hereto or which that thereafter may accrue in respect of any act or omission of such party prior to such termination.

Appears in 1 contract

Samples: Stock Purchase Agreement (HMS Holdings Corp)

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