Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VII, this Agreement shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representatives), other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, this Agreement (other than as set forth in this Section 9.5, Section 9.6 and Section 10.1) shall become void and of no effect with no liability Liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, thathowever, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages Liability resulting from any inaccuracy in or breach of any representation or warranty or any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VII, this Agreement shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representatives), other than the provisions of this Section 7.5 and Section 7.6; PROVIDEDprovided, HOWEVERhowever, that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIVIII, this Agreement (other than this Section 9.5, Sections 5.3(b) and 7.12, 9.3(b) and 9.4(b), and Article X) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors advisors, or other Representativesrepresentatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDEDhowever, HOWEVER, that, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a the termination of this Agreement and the abandonment of the Merger Stock Purchase pursuant to this Article VIIVIII, this Agreement (other than this Section 8.5, the second sentence of Section 5.2, Section 6.2, the second and third sentences of Section 7.2(h), and Article VIII) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors attorneys or other Representatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDEDhowever, HOWEVER, that, except as otherwise provided herein, that no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this AgreementAgreement by such party.

Effect of Termination and Abandonment. (a) In the event of a Upon termination of this Agreement and the abandonment of the Merger pursuant to Section 5.9 or this Article VII, this Agreement and all agreements and documents (including legal opinions) related hereto shall become be void and of no effect with force or effect, and there shall be no liability by reason of this Agreement or the termination thereof on the part of any party hereto (hereto, or on the part of any of its the respective directors, officers, managers, employees, agents, legal and financial advisors representatives or other Representatives), other than the provisions shareholders of any of them; provided that this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, that, except as otherwise provided herein, no such termination shall will not relieve any party hereto from liability for damages incurred as a result of any liability willful breach by such party or damages resulting from by an affiliate of such party of any willful of its respective representations, warranties, covenants or intentional breach of obligations set forth in this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, the provisions of Sections 5.17, 6.9 and Article X of this Agreement shall survive the termination of this Agreement, but in all other respects this Agreement shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representativesrepresentatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVERhowever, that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article ARTICLE VII, this Agreement (other than this SECTION 7.5, SECTION 4.4(B) and SECTION 8.2(A)) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors advisors, or other Representativesrepresentatives), other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, that, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger Transaction pursuant to this Article VII, this Agreement shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representatives), other than the Confidentiality Agreement, the provisions of this Section 7.5 7.5, Section 7.6 and Section 7.6Article VIII; PROVIDEDprovided, HOWEVERhowever, that, except as otherwise provided hereinin this Agreement, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIVIII, this Agreement shall become void and of no effect (except for this Section 8.5 and Article IX, which will survive such termination) with no liability to any Person on the part of any party Party hereto (or of any of its directorsrepresentatives or affiliates); provided however, officersand notwithstanding anything in the foregoing to the contrary, employees, agents, legal and financial advisors or other Representatives), other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, that, that except as otherwise provided herein, (a) no such termination shall relieve any party Party hereto of any liability or damages to the other Party hereto resulting from any willful or intentional material breach of this Agreement; and (b) any confidentiality undertaking entered into by the Parties in connection with this Agreement shall remain in full force and effect subject only to the provisions of such confidentiality undertaking.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VII, this Agreement shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representativesrepresentatives), other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, this Agreement (other than as set forth in this Section 9.6 and Section 10.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representativesrepresentatives), other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article ARTICLE VII, this Agreement (other than this Section 7.5, Section 4.4(b) and Section 8.2(a)) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors advisors, or other Representativesrepresentatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDEDhowever, HOWEVER, that, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Offer and the Merger pursuant to this Article VIIIX, this Agreement (other than as set forth in Section 10.1) shall become void and of no effect with no liability on the part of any party hereto or its Subsidiaries or Affiliates (or of any of its their respective directors, officers, employees, agents, legal and financial advisors or other Representativesrepresentatives), other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, that, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger Transaction pursuant to this Article VII, this Agreement shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representatives), other than the Confidentiality Agreement, the provisions of this Section 7.5 7.5, Section 7.6 and Section 7.6Article VIII; PROVIDEDprovided, HOWEVERhowever, that, except as otherwise provided hereinin this Agreement, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.. 53

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article ARTICLE VII, this Agreement (other than this Section 7.5, Section 4.3(c), Section 5.16 and Section 8.2(a)) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors advisors, or other Representativesrepresentatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDEDhowever, HOWEVER, that, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article ARTICLE VII, this Agreement (other than this SECTION 7.5, SECTION 5.7, SECTION 8.2(A) and SECTION 8.5) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors advisors, or other Representativesrepresentatives), other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, that, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In Subject to the terms of Section 7.6, in the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article ARTICLE VII, this Agreement (other than this Section 7.5, Section 4.3(c) and Section 8.2(a)) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors advisors, or other Representativesrepresentatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDEDhowever, HOWEVER, that, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, this Agreement (other than as set forth in Section 10.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representativesrepresentatives), other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a the termination of this Agreement and the abandonment of the Merger Unit Purchase pursuant to this Article VIIVIII, this Agreement (other than this Section 8.5, the second sentence of Section 5.2, Section 6.2, the second and third sentences of Section 7.2(h), and Article VIII) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors attorneys or other Representatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDEDhowever, HOWEVER, that, except as otherwise provided herein, that no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this AgreementAgreement by such party.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIVIII, this Agreement (other than Sections 8.5, 5.2(b) and 6.5, and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its stockholders, directors, officers, managers, employees, agents, legal and financial advisors advisors, or other Representativesrepresentatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDEDhowever, HOWEVER, that, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any fraud or willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In Subject to the terms of Section 7.6, in the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article ARTICLE VII, this Agreement (other than this Section 7.5, Section 4.3(b) and Section8.2(a)) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors advisors, or other Representativesrepresentatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDEDhowever, HOWEVER, that, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger Transaction pursuant to this Article VIIVIII, this Agreement (other than as set forth in Sections 3.5 and 3.10) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, managers, members, stockholders, officers, employees, agents, legal and financial advisors or other Representativesrepresentatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDED, HOWEVER, thathowever, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional breach of this Agreement.

Effect of Termination and Abandonment. (a) In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIVIII, this Agreement (other than this Section 8.5, Section 5.3(c) and Article IX) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, legal and financial advisors advisors, or other Representativesrepresentatives); provided, other than the provisions of this Section 7.5 and Section 7.6; PROVIDEDhowever, HOWEVER, that, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful or intentional material breach of this Agreement.