Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 and (ii) other than a termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transaction pursuant to this Article VIIIX, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (i) as hereto resulting from any willful or intentional material breach by a party of its representations, warranties, covenants or other agreements set forth in Section 7.01 and Section 8.01 this Agreement and (ii) other than a termination that results the provisions set forth in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 9.05 and Section 8.02 shall be deemed to preclude either party from seeking specific performance in equity to enforce survive the terms termination of this Agreement.

Effect of Termination and Abandonment. In (a) Except as otherwise provided in this Section 8.5, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIVIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any Party of any liability or further obligation damages to the other Party resulting from fraud or any other party hereunder except material and intentional breach of this Agreement, and (iii) as the provisions set forth in Section 7.01 6.11, Section 6.16(d), this Section 8.5 and Article IX (other than Section 9.1 and Section 8.01 and (ii9.5(c)) other than a shall survive termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Subsidiaries); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 hereto resulting from any willful or intentional material breach of this Agreement, and (ii) other than a the provisions set forth in the second sentence of Section 10.1 shall survive the termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to this Article VIIIX, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Subsidiaries); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 hereto resulting from any willful or intentional material breach of this Agreement, and (ii) other than a the provisions set forth in the second sentence of Section 10.1 shall survive the termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to this Article VIIIX, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Subsidiaries); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 hereto resulting from any willful or intentional material breach of this Agreement, and (ii) other than a the provisions set forth in the second sentence of Section 10.1 shall survive the termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In Except as provided in Article 8.3, in the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VII8.1, no party to this Agreement shall have forthwith become void, there shall be no liability on the part of any liability party hereto, or further obligation any of their respective officers or directors, to the other and all rights and obligations of any other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 and (ii) other than a termination that results in a payment in accordance with Section 7.02hereto shall cease; provided, however, that termination will not nothing herein shall relieve a breaching any party from liability for money damages for any Willful Breach the willful breach of any covenantof its representations, agreementwarranties, representation covenants or warranty of this Agreement giving rise to such termination. Nothing agreements set forth in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In (a) Except as otherwise provided in this Section 8.5, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIVIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any Party of any liability or further obligation damages to the other Party resulting from any other party hereunder except deliberate breach of this Agreement and (iii) as the provisions set forth in Section 7.01 6.15(c), this Section 8.5 and Article IX (other than the first sentence of Section 9.1 and Section 8.01 and (ii9.5(c)) other than a shall survive termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated hereby pursuant to this Article VIISection 7.1, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any Party (or of any of its Affiliates) except for the payment of the Termination Fee if due under Section 7.2; provided, that ARTICLE IX shall survive the termination of this Agreement; and provided, further, that except as otherwise provided herein, no such termination shall relieve any Party of any liability or further obligation damages to any other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 and (ii) other than a termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party Party resulting from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty willful breach of this Agreement giving rise prior to any such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to the terms of Section 8.1, written notice of termination shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination of this Article VIIAgreement is made, no party to and this Agreement shall have become void and of no further force and effect, except for all of the provisions of Article XI and this Section 8.2, which shall survive any liability or further obligation to any other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 and (ii) other than a termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such terminationAgreement. Nothing Notwithstanding the foregoing, nothing contained in Section 7.02 or this Section 7.03 8.2 shall be deemed to preclude either release any party from seeking specific performance in equity to enforce the terms any liability for fraud or willful breach of this AgreementAgreement committed by such party prior to the date of such termination.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, however, and notwithstanding anything in this Agreement to the contrary, (a) no such termination shall relieve any Party of (A) any liability or further obligation damages to any other party hereunder except Party resulting from any Willful Breach of this Agreement or (iB) as its obligations under Section 9.6 and (b) the provisions set forth in Section 7.01 and Section 8.01 and (ii) other than a termination that results in a payment in accordance with Section 7.027.8, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 9.4, Section 9.6 and Article X shall be deemed to preclude either party from seeking specific performance in equity to enforce survive the terms termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VII7, no party to this Agreement shall become void and have no effect other than Sections 5.4, 5.8, 7.6 and this 7.7, which provisions shall survive such termination and all obligations of the parties hereto shall terminate, except pursuant to such enumerated provisions without any liability or further obligation to any other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 and (ii) other than a termination that results in a payment in accordance with Section 7.02on the part of Parent, Acquisition Sub or the Company; PROVIDED, HOWEVER, that the termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise prior to such termination. Nothing in Section 7.02 or this Section 7.03 the Effective Time shall be deemed to preclude either not relieve any party from seeking specific performance any liability for any breach of any representation, warranty or covenant contained in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, no party to this Agreement shall have 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); provided, however, no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except damages resulting from (i) as set forth any willful breach of any representations or warranties contained in Section 7.01 and Section 8.01 and this Agreement or (ii) other than a termination that results any breach of any covenant or agreement contained in a payment in accordance with Section 7.02this Agreement; and provided further, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this the Confidentiality Agreement giving rise to such termination. Nothing shall remain in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreementeffect.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, this Agreement, except as to the provisions of Section 4.11, Section 6.2 and Section 7 which shall expressly survive any termination, 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); provided, however, except as otherwise provided herein, no such termination shall relieve any party to this Agreement shall have hereto of any liability or further obligation to damages resulting from any other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 and (ii) other than a termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation willful or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms intentional breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to this Article VII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, however, notwithstanding anything in this Agreement to the contrary, (a) no such termination shall relieve any Party of any liability or further obligation damages to any other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 and (ii) other than a termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party Party resulting from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing and (b) the provisions set forth in Section 7.02 or this Section 7.03 7.5, Section 7.6, Section 7.7, Section 9.3, Article X and the Confidentiality Agreement shall be deemed to preclude either party from seeking specific performance in equity to enforce survive the terms termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIVIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or affiliates); provided and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 hereto resulting from any willful or intentional material breach of this Agreement and (ii) other than a the provisions set forth in the second sentence of Section 9.1 shall survive the termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, no party to this Agreement shall have any terminate and become void and of no effect with no liability or further obligation to any other Person on the part of any party hereunder except hereto (i) as or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, the provisions set forth in this Section 7.01 9.5, Article X and the agreements of the Company, Parent and Merger Sub contained in Section 8.01 7.10 and (ii) other than a the Confidentiality Agreement shall survive the termination that results of this Agreement. Notwithstanding the foregoing, nothing in a payment in accordance with Section 7.02, that termination this Agreement will not relieve a breaching any party from any liability for money damages for Fraud or any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIVIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 hereto resulting from any willful or intentional material breach of this Agreement and (ii) other than a the provisions set forth in the second sentence of Section 9.1 shall survive termination that results in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement; and further provided that, notwithstanding anything to the contrary in this Agreement, there shall be no continuing indemnification liability of any individual in the event that this Agreement is terminated.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (i) than as set forth in Section 7.01 11.1) shall become void and Section 8.01 and (ii) other than a termination that results in a payment in accordance of no effect with Section 7.02, that termination will not relieve a breaching party from no liability for money damages for any Willful Breach on the part of any covenantparty hereto (or of any of its directors, agreementofficers, representation employees, agents, legal and financial advisors or warranty other representatives); provided, however, except as otherwise provided herein, no such termination shall relieve any party hereto of this Agreement giving rise to such termination. Nothing any liability or damages resulting from any willful breach of any of its representations, warranties, covenants or agreements set forth in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In x) Except as provided in paragraph (b) below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIVIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (i) no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 hereto resulting from any willful or intentional material breach of this Agreement and (ii) other than a termination that results the provisions set forth in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 8.5 and the second sentence of Section 9.1 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms survive termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transaction pursuant to this Article VIISection 8.1, no party to this Agreement shall have become void and of no effect with no liability on the part of any liability party hereto (or further obligation to of any other party hereunder except of such party’s Representatives or Affiliates); provided, however, that (i) as set forth in this Section 7.01 8.2 and Section 8.01 and Article X, (ii) other than a any definitional provisions in Article I related to any of the foregoing shall each survive any such termination that results in a payment in accordance with Section 7.02and abandonment, that and such termination will and abandonment shall not relieve a breaching any party from liability for money damages for any Willful Breach hereto of any covenant, agreement, representation liabilities or warranty damages resulting from the breach of any covenant or agreement in this Agreement prior to, or giving rise to to, such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, no party written notice thereof shall be given to the other Party or Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall have become void and of no effect with no Liability on the part of any liability Party hereto (or further obligation to of any other party hereunder except of its Representatives); provided, however, that (i) as set forth this Section 9.5, Section 6.4 and Article X (in Section 7.01 each case, subject to the terms thereof) shall remain in full force and Section 8.01 effect and survive termination of this Agreement and (ii) other than a termination that results in a payment in accordance with Section 7.02, that termination will not nothing herein shall relieve a breaching party any Party from liability Liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreementfraud.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (i) than as set forth in Section 7.01 11.1) shall become void and Section 8.01 and (ii) other than a termination that results in a payment in accordance of no effect with Section 7.02, that termination will not relieve a breaching party from no liability for money damages for any Willful Breach on the part of any covenantparty hereto (or of any of its directors, agreementofficers, representation employees, agents, legal and financial advisors or warranty other representatives); provided, however, except as otherwise provided herein, no such termination shall relieve any party hereto of this Agreement giving rise to such termination. Nothing any liability or damages resulting from any breach of any of its representations, warranties, covenants or agreements set forth in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIVIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (i) as than the provisions set forth in the first sentence of Section 7.01 5.4(a), Section 5.8, Section 8.2, Article VIII and Section 8.01 Article X) shall become void and of no effect with no liability on the part of any party hereto (ii) other than a termination that results in a payment in accordance with Section 7.02or any of their respective Affiliates or representatives); provided, however, that termination will not (a) nothing herein shall relieve a breaching any party hereto from liability for money damages for any Willful Breach breach of any covenantrepresentation, agreementwarranty, representation covenant or warranty of agreement in this Agreement giving rise prior to such termination. Nothing in Section 7.02 the date of termination and (b) nothing herein shall relieve any party hereto from any liability for damages resulting from any willful or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms intentional breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIARTICLE VIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any Party (or of any of its representatives or Affiliates); provided, however, notwithstanding the foregoing: (i) no such termination shall relieve any Party of any liability or further obligation damages to the other Party resulting from any other party hereunder except (i) as set forth in Section 7.01 and Section 8.01 breach of this Agreement which occurred prior to the Termination Date and (ii) no such termination shall relieve any Party or other than a termination that results Person of its obligations pursuant to the provisions set forth in a payment in accordance with Section 7.02, that termination will not relieve a breaching party from liability for money damages for any Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 8.2, ARTICLE XII or the Confidentiality Agreement, all of which shall be deemed to preclude either party from seeking specific performance in equity to enforce survive the terms termination of this Agreement.