Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase pursuant to this Article VIII, no party to this Agreement will have any liability or further obligation to any other party to this Agreement, except (a) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this Section 8.02 and Article XI and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 3 contracts
Sources: Asset Purchase Agreement (National Australia Bank LTD), Asset Purchase/Liability Assumption Agreement (Homeside International Inc), Asset Purchase/Liability Assumption Agreement (Homeside Lending Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (ai) for obligations arising under as set forth in Sections 5.02(b), 5.02(c), 5.04 8.03 and 5.11(b), this Section 8.02 and Article XI 9.01 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination; provided, however, that any termination shall not affect the USBC Option Agreement or the FBS Option Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Us Bancorp /Or/), Merger Agreement (First Bank System Inc), Merger Agreement (First Bank System Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Company Merger pursuant to this Article VIIIIX, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a) for obligations arising under as set forth in Sections 5.02(b), 5.02(c), 5.04 9.03 and 5.11(b), this Section 8.02 and Article XI 10.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (First Shares Bancorp Inc), Merger Agreement (Lincoln Bancorp /In/), Agreement and Plan of Reorganization (Montgomery Financial Corp)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a) for obligations arising under as set forth in Sections 5.02(b), 5.02(c), 5.04 8.03 and 5.11(b), this Section 8.02 and Article XI 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 3 contracts
Sources: Merger Agreement (Us Bancorp \De\), Merger Agreement (Piper Jaffray Companies Inc), Merger Agreement (Sabre Holding Corp)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a) for obligations arising under Sections 5.02(b)as set forth in Section 9.1, 5.02(c), 5.04 and 5.11(b), this Section 8.02 and Article XI and (b) that each of the Stock Option Agreements shall be governed by its own terms as to termination and (c) termination will not relieve a breaching party from liability for any willful breach of this Agreement directly or indirectly giving rise to such termination.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Hudson United Bancorp), Merger Agreement (Hudson United Bancorp), Agreement and Plan of Merger (Hudson United Bancorp)
Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Purchase pursuant to this Article VIIIMerger is abandoned, no party to this Agreement will have any liability or further obligation to any other party to under this Agreement, except (a) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this Section 8.02 and Article XI and (b) that termination will not relieve a breaching party from liability for any willful breach by it of this Agreement giving rise to such terminationand except that Section 6.05(b), this Section 8.02, Section 8.03 and Article IX will survive termination of this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Edwards a G Inc), Merger Agreement (Wachovia Corp New), Merger Agreement (Golden West Financial Corp /De/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIIIIX, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (ai) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this as set forth in Section 8.02 and Article XI 9.03 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Merger Agreement (Premier Community Bankshares Inc)
Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will have (other than this Section 8.2, Article IX and the Confidentiality 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, consultants, contractors, agents, attorneys or other Representatives); provided, however, that no such termination shall relieve any party hereto of any liability or further obligation to any other party to this Agreement, except (a) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this Section 8.02 and Article XI and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to by such terminationparty.
Appears in 2 contracts
Sources: Merger Agreement (Ladurini Daniel), Merger Agreement (Professional Diversity Network, Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (ai) for obligations arising under as set forth in Sections 5.02(b)8.03 and 9.01, 5.02(c), 5.04 and 5.11(b), this Section 8.02 and Article XI and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination; PROVIDED, HOWEVER, that any termination shall not affect the Seller Option Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Us Bancorp \De\), Merger Agreement (Western Bancorp)
Effect of Termination and Abandonment. In the event of ------------------------------------- termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (ai) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this as set forth in Section 8.02 and Article XI 9.1 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 2 contracts
Sources: Merger Agreement (Healthcare Financial Partners Inc), Merger Agreement (Heller Financial Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (ai) for obligations arising under Sections 5.02(b)as set forth in Section 8.3, 5.02(c)(ii) as set forth in Section 9.1, 5.04 and 5.11(b), this Section 8.02 and Article XI and (biii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 2 contracts
Sources: Merger Agreement (Avalon Properties Inc), Merger Agreement (Bay Apartment Communities Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any the other party to this Agreement, hereto except (a) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 as set forth below and 5.11(b), this Section 8.02 and Article XI and (b) except that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationtermination and except that Sections 6.05, 8.02 and Section 9.05 shall survive any termination of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Amsouth Bancorporation), Merger Agreement (Zions Bancorporation /Ut/)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a) for obligations arising under as set forth in Sections 5.02(b)8.03 and 9.01 hereof, 5.02(c), 5.04 and 5.11(b), this Section 8.02 and Article XI (b) that the Stock Option Agreement shall be governed by its own terms as to termination and (bc) that termination will not relieve a breaching party from liability for any knowing or willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 2 contracts
Sources: Merger Agreement (Tucker Anthony Sutro), Merger Agreement (Royal Bank of Canada \)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Combination pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a) for obligations arising under as set forth in Sections 5.02(b), 5.02(c), 5.04 8.03 and 5.11(b), this Section 8.02 and Article XI 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Sources: Agreement and Plan of Combination (Dime Bancorp Inc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a) for obligations arising under as set forth in Sections 5.02(b)8.03 and 9.01 hereof, 5.02(c), 5.04 and 5.11(b), this Section 8.02 and Article XI (b) that the Stock Option Agreement shall be governed by its own terms as to termination and (bc) that termination will not relieve a breaching party from liability for any knowing or willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a) for obligations arising under as set forth in Sections 5.02(b6.05(b), 5.02(c)8.02, 5.04 and 5.11(b), this Section 8.02 8.03 and Article XI IX and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a) for obligations arising under as set forth in Sections 5.02(b)8.2, 5.02(c), 5.04 8.3 and 5.11(b), this Section 8.02 and Article XI 10.6 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Stock Acquisition pursuant to this Article VIIIIX, no party to this Agreement will have any liability Liability or further obligation to any other party to this Agreement, except (a) for obligations arising under Sections 5.02(b5.03(b), 5.02(c), 5.04 and 5.11(b5.05(a), this Section 8.02 9.02 and Article XI and (b) that termination will not relieve a breaching party from liability Liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Sources: Stock Purchase Agreement (National Australia Bank LTD)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (ai) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this as set forth in Section 8.02 and Article XI 9.01 and (bii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.termination 45 50
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (ai) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this as set forth in Section 8.02 and Article XI 9.01 and (bii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this as set forth in Section 8.02 and Article XI 9.1 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIIIVII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (ai) for obligations arising under Sections 5.02(b)as set forth in Section 8.1, 5.02(c), 5.04 and 5.11(b), this Section 8.02 and Article XI and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b)as set forth in Section 6.12, this Section 8.02 8.02, Section 8.03 and Article XI IX and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Sources: Merger Agreement (Financial Security Assurance Holdings LTD/Ny/)
Effect of Termination and Abandonment. In the event of ------------------------------------- termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (ai) for obligations arising under Sections 5.02(b)as set forth in Section 9.1, 5.02(c), 5.04 and 5.11(b), this Section 8.02 and Article XI and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase pursuant to this Article VIII, no party to this Agreement will have any liability or further obligation to any other party to this Agreement, except (a) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 ) and 5.11(b)5.05, this Section 8.02 and Article XI and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Sources: Asset Purchase Agreement (Gleacher & Company, Inc.)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a1) for obligations arising under as set forth in Sections 5.02(b)8.03, 5.02(c), 5.04 9.01 and 5.11(b), this Section 8.02 and Article XI 9.05 and (b2) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Acquisition pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (ai) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this as set forth in Section 8.02 and Article XI 9.1 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.
Appears in 1 contract
Sources: Merger Agreement (Wachovia Corp/ Nc)
Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Purchase Merger pursuant to this Article VIII, no party to this Agreement will shall have any liability or further obligation to any other party to this Agreement, hereunder except (a1) for obligations arising under as set forth in Sections 5.02(b8.01(e), 5.02(c), 5.04 9.01 and 5.11(b), this Section 8.02 and Article XI 9.05 and (b2) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.
Appears in 1 contract
Sources: Merger Agreement (First National Bancshares Inc/ Fl/)