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 VI, this Agreement (other than as set forth in Section 7.1) 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 representatives); PROVIDED, HOWEVER, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or damages resulting from any willful 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 VIIX, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that (i) no such termination shall relieve any party hereto Party of any liability or damages to any other Party resulting from any willful knowing and intentional breach of this Agreement and (ii) the provisions set forth in this Section 9.5 and the second sentence of Section 10.1 shall survive the 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 VI, (i) this Agreement (other than as set forth in Section 7.1) shall immediately will become void and of no effect with effect, except that Sections 4.1.6, 6.3, 6.4 and 7.1 will survive the event of termination; and (ii) no liability on the part of any party hereto (or of any of its directors, directors of officers, employees, agents, legal and financial advisors ) shall have any liability or further obligation to any other representatives); PROVIDED, HOWEVERparty to this Agreement, except as otherwise provided herein, no such termination that nothing herein shall relieve any party hereto of any liability or damages resulting from for any willful 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 VIVII, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability Liability on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that no such termination shall relieve any party hereto of any liability the defaulting or damages resulting breaching Party (whether or not it is the terminating Party hereto) from any willful breach Liability to any other Party hereto; and provided, further, that Sections 5.11, 9.2, 9.8 and 9.9 and this Section 7.2 shall survive the 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 VI, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that (a) no such termination shall relieve any party hereto Party of any liability or damages to the other Party resulting from any willful breach Willful and Material Breach of this Agreement or from Fraud and (b) the provisions set forth in Section 4.6, this Section 6.2 and Article VIII shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger Unit Purchase pursuant to this Article VIVII, this Agreement (other than as set forth in this Section 7.17.5, Section 5.2 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 representativesRepresentatives); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this AgreementAgreement by such party.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger Stock Purchase pursuant to this Article VIVIII, this Agreement (other than as set forth in this Section 7.18.5, Section 6.2, 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 attorneys or other representativesRepresentatives); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach of this AgreementAgreement by such party.

Effect of Termination and Abandonment. In the event of termination of If this Agreement and the abandonment of the Merger is terminated pursuant to this Article VIVIII, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); PROVIDED, HOWEVER, except as otherwise provided herein, that (a) no such termination shall relieve any party hereto Party of any liability or damages to the other Parties resulting from any willful material breach of this Agreement and (b) the provisions set forth in this Section 8.02, in Article X and in the Confidentiality Agreement shall survive the 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 VIVI hereof, no party hereto or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereto pursuant to this Agreement, except that Article VIII hereof shall survive termination of this Agreement (other than as set forth in Section 7.1) 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 representatives); PROVIDED, HOWEVER, except as otherwise provided herein, no such termination shall nothing herein will relieve any party hereto of from liability for any liability or damages resulting from any willful breach of this Agreement.Agreement occurring prior to such termination. ARTICLE VII RESERVED ARTICLE VIII

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIVIII, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors or other representativesRepresentatives); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that (i) no such termination shall relieve any party hereto of Party from any liability or for damages resulting from any willful and intentional breach of this Agreement, and (ii) this Article VIII, Sections 6.3 and 6.14, and Article IX shall survive such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article ARTICLE VI, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability on the part of to any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that: (i) no such termination shall relieve any party hereto Party of any liability or damages to the other Party resulting from any willful and material breach of this Agreement and (ii) this SECTION 6.5, SECTION 4.6, SECTION 4.8 and the Confidentiality Agreement shall survive the termination 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 VI, this Agreement (other than as set forth in Section 7.1Sections 6.06 and 7.01) shall become void and of no effect with no liability on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided -------- ------- herein, no such termination shall relieve any party hereto Party of any liability or damages resulting from any willful wilful breach 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 this Article VI, this Agreement (other than as set forth in Section 7.1) shall become void and of no force or effect with no liability on the part of any party hereto (or of any of its respective directors, managers, officers, employeesshareholders, agents, legal and financial advisors members or other representativesAffiliates); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that no such termination shall relieve any party hereto of any liability or damages resulting from any willful breach Breach of this AgreementAgreement prior to such termination; and provided further, that the provisions of Section 8.10(a) shall remain in full force and effect.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Arrangement pursuant to this Article VIVIII, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided hereinand notwithstanding anything in the foregoing to the contrary, that no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful 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 VIVI hereof, no party hereto or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereto pursuant to this Agreement, except that Article VII hereof shall survive termination of this Agreement (other than as set forth in Section 7.1) 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 representatives); PROVIDED, HOWEVER, except as otherwise provided herein, no such termination shall nothing herein will relieve any party hereto of from liability for any liability or damages resulting from any willful breach of this Agreement occurring prior to such termination or of any existing obligations that were to be resolved by 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 VISection 7.1, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors or other representativesAffiliates); PROVIDEDprovided, HOWEVERthat 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 hereto Party of any liability or damages to any other Party resulting from any willful breach of this AgreementAgreement prior to any such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIVII, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors representatives or other representativesAffiliates); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that (a) no such termination shall relieve any party hereto Party of any liability or damages to the other Party resulting from any willful and material breach of this Agreement and (b) the provisions set forth in this Section 7.2, Article IX and the Confidentiality Agreement shall survive the 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 VIVI hereof, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability on the part of any party hereto (Party or, its directors or of any of its directors, officers, employees, agents, legal and financial advisors officers or other representatives); PROVIDED, HOWEVER, except as otherwise provided herein, no such termination controlling persons shall relieve any party hereto of have any liability or damages resulting further obligation to any other Party pursuant to this Agreement, except that Article VIII hereof shall survive termination of this Agreement and nothing herein will relieve any Party from liability for any willful breach of this AgreementAgreement occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VI, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability to any Person on the part of any party hereto Party or Hudbay (or of any of its directors, officers, employees, agents, legal and financial advisors their respective Representatives or other representativesAffiliates); PROVIDED, HOWEVER, except as otherwise provided herein, that (a) no such termination shall relieve any party hereto Party of any liability or damages to the other Party or Hudbay resulting from any willful breach of this Agreement and (b) the provisions set forth in this Section 6.02, Article VIII and the Confidentiality Agreement shall survive the 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 VI, no Party to this Agreement (other than as set forth in Section 7.1) 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 representatives); PROVIDED, HOWEVER, except as otherwise provided herein, no such termination shall relieve any party hereto of have any liability or damages resulting further obligation to any other Party hereunder except that the confidentiality provisions of Section 4.4 of this Agreement shall survive any such termination and abandonment unless such rightful termination results from any willful a Party’s intentional or reckless misrepresentation or intentional or reckless breach of this Agreementany covenant, representation or warranty contained herein. In such event, the terminating Party shall have all remedies available to it at law or in equity.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article ARTICLE VI, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability to any Person on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that (a) no such termination shall relieve any party hereto Party of any liability or damages to the other Party resulting from any willful and material breach of this Agreement or from Fraud and (b) the provisions set forth in this Section 6.2, Section 4.12 and ARTICLE VII shall survive the termination 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 VI, this Agreement (other than as set forth in Section 7.1Sections 6.06 and 7.01) shall become void and of no effect with no liability on the part of any party hereto Party (or of any of its directors, officers, controlling persons, employees, agents, legal and financial advisors or other representatives); PROVIDED, HOWEVER, except as otherwise provided herein, no such termination shall relieve any party hereto Party of any liability or damages resulting from any willful wilful 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 VIIX, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, (i) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any willful knowing and intentional breach of this Agreement and (ii) the provisions set forth in this Section 9.5 and the second sentence of Section 10.1 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to transactions contemplated hereby are abandoned as described in this Article VIARTICLE VII, this Agreement (other than as set forth in Section 7.1) shall become void void, and of no effect with no liability on the part of further force and effect; provided, that this Section 7.3 and ARTICLE VIII shall survive such termination. Nothing in this ARTICLE VII shall be deemed to release 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 hereto of from any liability or damages resulting from for any willful breach by such party of the terms and provisions 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 VIVII, this Agreement (other than as set forth in Section 7.1) shall become void and of no effect with no liability Liability to any Person on the part of any party hereto Party (or of any of its directors, officers, employees, agents, legal and financial advisors Representatives or other representativesAffiliates); PROVIDEDprovided, HOWEVERhowever, except as otherwise provided herein, that (a) no such termination shall relieve any party hereto Party of any liability Liability or damages to the other Party resulting from any willful breach Willful Breach or for Fraud and (b) this Section 7.02 and Article IX shall survive the 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 VI, this Agreement (other than as set forth in this Section 7.16.5, Section 4.7 and Section 8.4) 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 representatives); 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 breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to transactions contemplated hereby are abandoned as described in this Article VIVII, this Agreement (other than as set forth in Section 7.1) shall become void void, and of no effect with no further force and effect; provided that Section 5.8, this Section 7.3 and Article VIII shall survive such termination. Nothing in this Article VII shall be deemed to release any party from any liability on for any willful or material breach by such party of the part terms and provisions of this Agreement, or to impair the right of any party hereto (or of any to compel specific performance by another party 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 hereto of any liability or damages resulting from any willful breach of obligations under this Agreement.

Effect of Termination and Abandonment. In the event of the termination and abandonment of this Agreement and the abandonment of the Merger pursuant to under this Article VIIX, this Agreement (other than as set forth in Section 7.1) shall become void and of have no effect with no effect, without any liability on the part of any party hereto (Party or of any of its directorsDirectors, officers, employees, agents, legal and financial advisors officers or other representatives); PROVIDED, HOWEVERstockholders, except (i) as otherwise provided herein, no in Sections 7.1 and 7.2 and (ii) to the extent that such termination shall relieve results from the willful breach by any party Party hereto of any liability material representation, warranty or damages resulting from any willful breach of this Agreementcovenant hereunder.