Common use of Effect of Termination Survival Clause in Contracts

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.1, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreement, Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; and (b) this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 4 contracts

Sources: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.16.1 or Section 6.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) , in the event of termination or lapse of the effectiveness of the Agreementunder Section 6.1, Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; 2.8, Section 2.9, Article 3 (and (bthe related Schedules) this Section 7.3 and Section 8.2 7.2 through to and including Section 8.15 7.15 shall survive in accordance with their terms and, in the event of termination under Section 6.2, this Section 6.3 and Section 4.4 7.2 through to and including Section 7.15 shall survive; survive in accordance with their terms, and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything Agreement prior to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1such termination.

Appears in 4 contracts

Sources: Arrangement Agreement (JW Asset Management, LLC), Arrangement Agreement (TerrAscend Corp.), Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 2.12 and Section 4.11 shall survive for a period of six years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 2.13, Section 4.6(3), Section 4.7, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 the provisions of the Confidentiality Agreement (pursuant to the terms set out therein) shall survive; , and provided further that that, subject to Section 8.2(4), no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 2 contracts

Sources: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.)

Effect of Termination Survival. (1) If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, Representative or consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in if the event of termination or lapse of the effectiveness of the AgreementArrangement is completed, (A) Section 4.9 2.10 shall survive and (B) Section 4.13 shall survive for a period of six (6) years following such termination or lapse of effectiveness; termination, and (b) in the event of any termination under Section 7.2, this Section 7.3 7.3, Section 2.10, Section 4.5(3), Section 4.6(4), Section 4.9(3) and Section 8.2 through to and including Section 8.15 and Section 4.4 8.16 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach Willful Breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 2 contracts

Sources: Arrangement Agreement (Semtech Corp), Arrangement Agreement (Sierra Wireless Inc)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall will become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 shall 4.12 will survive for a period of six years following such termination or lapse of effectivenessthereafter; and (b) in the event of termination under Section 7.2, Section 4.13, this Section 7.3 7.4 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall will survive; and provided further that no (c) neither the termination of this Agreement nor anything contained in this Section 7.4 will relieve any Party shall be relieved of from any liability for any wilful and material breach by it of this Agreementfraud, criminal acts or Wilful Breach. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1hereof.

Appears in 2 contracts

Sources: Arrangement Agreement (Trulieve Cannabis Corp.), Arrangement Agreement (Harvest Health & Recreation Inc.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant shareholder or representative Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 4.10 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.15, shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 2 contracts

Sources: Arrangement Agreement (Corvus Gold Inc.), Arrangement Agreement (Anglogold Ashanti LTD)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 2.7 and Section 4.11 shall survive for a period of six years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 4.5, Section 4.8, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.17 shall survive; , and provided further that that, subject to Section 8.2(5), no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 2 contracts

Sources: Arrangement Agreement (Cnooc LTD), Arrangement Agreement (Nexen Inc)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.2, Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; 4.3(2), Section 4.6 (only with respect to cost reimbursement and indemnification), Section 4.10 (b) only with respect to cost reimbursement and indemnification), this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; and provided further that no (c) neither the termination of this Agreement nor anything contained in this Section 7.3 shall relieve any Party shall be relieved of from any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 2 contracts

Sources: Arrangement Agreement (Unitedhealth Group Inc), Arrangement Agreement (Catamaran Corp)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 and Section 4.12 shall survive for a period of six years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 4.5(3), Section 4.6(4), this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; , and provided further that that, no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in if the event of termination or lapse of the effectiveness of the AgreementArrangement is completed, Section 4.9 4.8 shall survive for a period of six years following such termination or lapse of effectivenessthe Effective Time; and (b) in the event of termination under Section 7.2, this Section 7.3 7.3, Section 4.6 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.17 shall survive; , and provided further that that, subject to Section 8.6, no Party shall be relieved of any liability for any wilful and material breach Wilful Breach by it of this Agreement. Notwithstanding anything Agreement occurring prior to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1such termination.

Appears in 1 contract

Sources: Arrangement Agreement (Metalla Royalty & Streaming Ltd.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 4.8 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and 7.3, Section 8.2 through to and including Section 8.15 8.16, all related definitions set forth in Section 1.1 and Section 4.4 the provisions of the Confidentiality Agreement, shall survive; survive any such termination of this Agreement, and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.ARTICLE 8

Appears in 1 contract

Sources: Arrangement Agreement (Westwater Resources, Inc.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 shall survive for a period of six years one year following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.1 or Section 7.2, this Section 7.3 7.3, and Section 8.2 through to and including Section 8.15 and Section 4.4 8.16 shall survive; and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement (Petrolia Energy Corp)

Effect of Termination Survival. (1) If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, Representative or consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in if the event of termination or lapse of the effectiveness of the AgreementArrangement is completed, Section 4.9 4.10 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of any termination under Section 7.2, this Section 7.3 7.3, Section 4.5(3), Section 4.6(4) and Section 8.2 through to and including Section 8.15 and Section 4.4 8.16 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach Willful Breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.110.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) as set forth in the event of termination or lapse of the effectiveness of the AgreementSection 12.6, Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; and (b) this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; and provided further that no Party shall be relieved of any liability for any wilful and material fraud or willful breach by it of this Agreement. Notwithstanding anything to No termination of this Agreement will affect the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof obligations pursuant to this Section 7.110.3, Article 12 (other than Section 12.6) and the defined terms used in such Section and Article set forth or referenced in Section 1.1 hereof, survive termination of this Agreement in accordance with their respective terms.

Appears in 1 contract

Sources: Share Exchange Agreement (Akanda Corp.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness occurrence of the AgreementEffective Time, Section 4.9 shall survive for a period of six years following such termination or lapse of effectivenesssurvive; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 7.4 through to and including Section 8.15 and Section 4.4 shall survive; survive in accordance with their terms, and provided further that that, subject to Section 7.4(g) and 7.5(d), no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement (Flora Growth Corp.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 4.8 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and 7.3, Section 8.2 through to and including Section 8.15 8.16, all related definitions set forth in Section 1.1 and Section 4.4 the provisions of the Confidentiality Agreement, shall survive; survive any such termination of this Agreement, and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement (Nevsun Resources LTD)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant shareholder or representative Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness occurrence of the AgreementEffective Time, Section 4.9 4.7 shall survive for a period of six years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 7.4, Section 2.4(d), Section 4.9(d) and Section Sections 8.2 through to and including Section 8.15 8.17 (and Section 4.4 any related definitions contained in any such Sections or Article) shall survive; , and provided further that that, except as provided in Section 8.2(h), no Party shall be relieved of any liability for any wilful and material willful breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement

Effect of Termination Survival. β€Œ If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness occurrence of the AgreementEffective Time, Section 4.9 and Section 4.10 shall survive for a period of six years following such termination or lapse of effectivenesssurvive; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 7.4 through to and including Section 8.15 and Section 4.4 shall survive; survive in accordance with their terms, and provided further that that, subject to Section 7.4(f), no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and 7.3, Section 8.2 through to and including Section 8.15 8.15, Section 2.4(5), Section 4.5(4) and Section 4.4 shall 4.6(6)shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, this Section 7.3 and Section 4.9 shall survive for a period of six (6) years following such termination or lapse and Section 4.11(1) shall survive for a period of effectivenessone (1) year following the Effective Time; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful material breach of any of its representations and warranties contained herein, any material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1fraud.

Appears in 1 contract

Sources: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, this Section 7.3 and Section 2.7, Section 4.6(6), Section 4.9 and Section 8.7 shall survive for a period of six years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 7.3, Section 4.6(6), and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; , and provided further that subject to Section 8.2(5), no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary any of its representations, warranties or covenants contained in this Agreement, the Confidentiality Agreement shall survive any termination herein or lapse of effectiveness hereof pursuant to Section 7.1for fraud.

Appears in 1 contract

Sources: Arrangement Agreement (Valens Company, Inc.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness occurrence of the AgreementEffective Time, Section 4.9 and Section 4.10 shall survive for a period of six years following such termination or lapse of effectivenesssurvive; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 7.4 through to and including Section 8.15 and Section 4.4 shall survive; survive in accordance with their terms, and provided further that that, subject to Section 7.4(f), no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement (Silvercorp Metals Inc)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.1, Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 4.5(4) shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement (Aphria Inc.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.18.1, this Agreement shall become void and of no further force or effect without liability of any Party party (or any shareholder, partner, director, officer, employee, agent, consultant or representative of such Partyparty) to any other Party party to this Agreement, except that: that (a) in the event of termination or lapse of the effectiveness of the AgreementSection 1.2, Sections 1.4 through to 1.6, this Section 8.3, Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; and (b) this Section 7.3 8.4, Sections 10.1 through to 10.4, and Section 8.2 through to and including Section 8.15 and Section 4.4 10.6 shall survive; and provided further that no Party (c) neither the termination of this Agreement nor anything contained in this Section 8.3 shall be relieved of relieve any party from any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything Agreement prior to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1its termination.

Appears in 1 contract

Sources: Contribution Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant Shareholder or representative Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.6(4) and Section 4.9 shall survive such termination for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 2.4(5), Section 4.6(4), this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.18 shall survive; , and provided further that no termination shall relieve any Party shall be relieved hereto of any liability for or damages to the other Party hereto if such termination results from any fraud or wilful and material breach by it any Party of this Agreement. Notwithstanding anything to the contrary its representations, warranties or covenants contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement (Haemonetics Corp)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.19.1, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreement, Section 4.9 shall survive for a period of six years following such termination or lapse of effectiveness; and (b) this Section 7.3 9.3 and Section 8.2 Article 10 through to and including Section 8.15 and Section 4.4 shall Article 14, survive; and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.19.1.

Appears in 1 contract

Sources: Purchase Option Agreement (Fire & Flower Holdings Corp.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.1, Section 4.9 4.8 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 4.5(3), Section 7.3, this Section 7.3 7.4 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.14 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach or fraud by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 7.1 as a result of the effectiveness of the AgreementEffective Time occurring, this Section 7.3 and Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.15 and Section 4.4 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful material breach of any of its representations and warranties contained herein, any material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1fraud.

Appears in 1 contract

Sources: Arrangement Agreement (Planet 13 Holdings Inc.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.1, Section 4.9 4.8 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 4.5(3), Section 7.3, this Section 7.3 7.4 and Section 8.2 [***] through to and including Section 8.15 and Section 4.4 [***] shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach or fraud by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement (TerrAscend Corp.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.16.1 or Section 6.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse under Section 6.1 as a result of the effectiveness of the AgreementEffective Time occurring, Section 4.9 and this Section 6.3 shall survive for a period of six years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 6.2, Section 2.12, this Section 7.3 6.3 and Section 8.2 7.2 through to and including Section 8.15 and Section 4.4 7.14, shall survive; and provided further , provided, however, that no such termination shall relieve any Party shall be relieved from any liability as a result of any liability for any wilful and material breach by it Willful Breach of such Party of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.17.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination or lapse of the effectiveness of the Agreementunder Section 7.1, Section 4.9 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b) in the event of termination under Section 7.2, Section 4.6(3), Section 7.3, this Section 7.3 7.4 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.14 shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach or fraud by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Business Combination Agreement (TPCO Holding Corp.)

Effect of Termination Survival. If this Agreement is terminated or is no longer in effective pursuant to Section 7.1, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a%4) in the event of termination or lapse of the effectiveness of the Agreement, Section 4.9 4.7 shall survive for a period of six (6) years following such termination or lapse of effectivenesstermination; and (b%3) this Section 7.3 7.3, Section 7.2 and Section 8.2 through to and including Section 8.15 and Section 4.4 8.14, shall survive; , and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof pursuant to Section 7.1.

Appears in 1 contract

Sources: Arrangement Agreement (Transglobe Energy Corp)