Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 10 contracts
Sources: Merger Agreement (Rohm & Haas Co), Merger Agreement (KCLC Acquisition Corp), Merger Agreement (Microdyne Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1 hereof, this Agreement shall forthwith become void and there shall be no liability further obligation on the part of any party hereto hereto, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 10 contracts
Sources: Merger Agreement (Click2learn Com Inc), Merger Agreement (Amazon Com Inc), Merger Agreement (Amazon Com Inc)
Effect of Termination. In the event of the Upon termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void be of no further force and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1effect; provided, however, that nothing herein no such termination shall relieve any party from liability for Party of any intentional material breach of any term or provision hereof.
Appears in 10 contracts
Sources: Contribution Agreement, Purchase and Sale Agreement, Contribution Agreement
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections 8.03 and Section 9.1; provided9.01, however, that and nothing herein shall relieve any party from liability for any breach hereof.
Appears in 9 contracts
Sources: Merger Agreement (Smartflex Systems Inc), Merger Agreement (Ssi Acquisition Corp), Merger Agreement (Smartflex Systems Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Agreement, this Agreement shall forthwith become void and of no further force or effect (except for Article 9, which shall survive such termination) and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from any liability for Losses for any breach hereofof this Agreement.
Appears in 8 contracts
Sources: Share Purchase Agreement (Amtd Idea Group), Share Purchase Agreement (Amtd Idea Group), Share Purchase Agreement (Amtd Idea Group)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 10.01 and (b) that nothing herein shall relieve any either party hereto from liability for any breach hereofof this Agreement.
Appears in 8 contracts
Sources: Stock Purchase Agreement (Macquarie Infrastructure CO Trust), Stock Purchase Agreement (Macquarie Infrastructure CO Trust), Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO Trust)
Effect of Termination. In the event of the termination of this Agreement pursuant to by any party as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be have no effect, without any liability or obligation on the part of any party hereto except as set forth in party, other than the provisions of Section 8.3 8.01 and Section 9.1; provided, however, that nothing herein 10.02. Nothing contained in this Section shall relieve any party from liability for any breach hereofof the representations, warranties, covenants or agreements set forth in this Agreement.
Appears in 7 contracts
Sources: Acquisition Agreement, Acquisition Agreement (Lighttouch Vein & Laser Inc), Acquisition Agreement (Clutterbug Move Management, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 7.03 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 7 contracts
Sources: Stock Purchase Agreement (Ashner Michael L), Settlement Agreement (Shelbourne Properties I Inc), Stock Purchase Agreement (Shelbourne Properties Iii Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 7.03 and Section 9.1; provided8.01 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 6 contracts
Sources: Merger Agreement (Adt Limited), Merger Agreement (Vons Companies Inc), Merger Agreement (Safeway Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Article IX and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 6 contracts
Sources: Preferred Stock Purchase Agreement (Image Entertainment Inc), Preferred Stock Purchase Agreement (RLJ Acquisition, Inc.), Share Purchase Agreement (Sina Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Article VIII and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 6 contracts
Sources: Share Purchase Agreement (Chuanwei Zhang), Share Subscription Agreement (China Commercial Credit Inc), Share Subscription Agreement (Sina Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.16.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.17.1; provided, however, that nothing herein shall relieve any party from liability for any wilful breach hereof.
Appears in 5 contracts
Sources: Merger Agreement (Dillard Department Stores Inc), Merger Agreement (Minot Mercantile Corp), Merger Agreement (Mercantile Stores Co Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability under this Agreement on the part of any party hereto Party except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement that occurred before relevant termination and the terms of this Section 8.02 and Article IX shall survive any such termination.
Appears in 5 contracts
Sources: Share Subscription Agreement (Origin Agritech LTD), Share Purchase Agreement (China Biologic Products Holdings, Inc.), Share Purchase Agreement (China Biologic Products Holdings, Inc.)
Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto except as set forth in Section 8.3 and Section 9.1of the Parties or their respective officers, directors, stockholders or Affiliates; provided, however, that nothing herein shall relieve any party from liability for any intentional breach hereofof this Agreement or for fraud in connection with this Agreement or the transactions contemplated hereby.
Appears in 5 contracts
Sources: Merger Agreement (Adama Technologies Corp), Merger Agreement (Novation Holdings Inc), Merger Agreement (Allezoe Medical Holdings Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to termination.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Powertel Inc /De/), Stock Purchase Agreement (Metro One Telecommunications Inc), Stock Purchase Agreement (Scana Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.01 and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any willful and material breach hereofof this Agreement or fraud.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Sina Corp), Asset Purchase Agreement (Sina Corp), Asset Purchase Agreement (Focus Media Holding LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part all rights and obligations of any party hereto except shall cease except: (i) as set forth in Section 8.3 9.1 of this Agreement and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party’s rights in the case thereof.
Appears in 4 contracts
Sources: Merger Agreement (Mississippi Valley Bancshares Inc), Merger Agreement (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.15.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto hereto, except as set forth in that (1) Section 8.3 3.5, Section 8.1, Section 8.6, Section 8.7, Section 8.8, and Section 9.1; provided, however, that 8.10 hereof shall survive such termination and (2) nothing herein shall relieve any party from liability for any willful breach of any such surviving Section hereof.
Appears in 4 contracts
Sources: Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 10.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 4 contracts
Sources: Asset Purchase Agreement (NYSE Euronext), Asset Purchase Agreement (Nash Finch Co), Asset Purchase Agreement (Dycom Industries Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.111.1 hereof, this Agreement shall forthwith become void void, provided that the last sentence of Section 6.7 and Article XII shall continue, and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedof the parties, however, that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 4 contracts
Sources: Merger Agreement (CLN Holdings Inc), Agreement and Plan of Merger (Sunbeam Corp/Fl/), Merger Agreement (Coleman Worldwide Corp)
Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability Liability on the part of any party Party hereto except as set forth in Section 8.3 and Section 9.1; providedwith respect thereto, however, that but nothing herein shall relieve any party Party from liability Liability for any breach hereofprior to such termination.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Spectra Energy Partners, LP), Securities Purchase Agreement (Atlas America Inc), Securities Purchase Agreement (Atlas Pipeline Holdings, L.P.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any wilful breach hereof.
Appears in 4 contracts
Sources: Merger Agreement (George Acquisition Inc), Agreement and Plan of Merger (Goulds Pumps Inc), Merger Agreement (Goulds Pumps Inc)
Effect of Termination. In the event of the Upon a valid termination of this Agreement pursuant to Section 8.1this Article 9, no party hereto shall have any obligation to consummate the transactions hereunder, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto hereto, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof. In the event of any such termination, each party shall be responsible for payment of such party's own costs and expenses.
Appears in 4 contracts
Sources: Stock Purchase Agreement (Biolife Solutions Inc), Loan and Security Agreement (Biolife Solutions Inc), Loan and Security Agreement (Biolife Solutions Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 of the parties; provided that the provisions of Sections 7.2 and Section 9.1; provided, however, 7.9 and of this Article IX shall continue and that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 4 contracts
Sources: Merger Agreement (Coleman Worldwide Corp), Merger Agreement (CLN Holdings Inc), Agreement and Plan of Merger (Coleman Co Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability on the part of the parties to the other parties and all rights and obligations of any party hereto shall cease, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from of any liability for any breach hereofof such party's representations, warranties, covenants or agreements contained in this Agreement.
Appears in 4 contracts
Sources: Merger Agreement (Cnet Inc /De), Merger Agreement (Cnet Inc /De), Merger Agreement (Cnet Inc /De)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections 9.01 and Section 9.19.11; providedPROVIDED, however, HOWEVER that nothing contained herein shall relieve any party from liability for any wilful breach hereofof this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Aqua Alliance Inc), Merger Agreement (Vivendi), Merger Agreement (Aqua Alliance Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; to the other, provided, however, that nothing herein (a) this Section 8.2 shall relieve any not preclude liability attaching to a party from liability for any breach who has caused the termination hereof by willful act or willful failure to act in violation of the terms and provisions of this Agreement, and (b) termination of this Agreement shall not terminate or affect the agreements of the parties hereto set forth in Sections 9.3 or 9.4 hereof.
Appears in 3 contracts
Sources: Exchange Agreement (Nanotailor, Inc.), Exchange Agreement (Nanotailor, Inc.), Exchange Agreement (Nanotailor, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.02(b), 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 3 contracts
Sources: Transaction Agreement (Blum Richard C & Associates L P), Transaction Agreement (Kinetic Concepts Inc /Tx/), Transaction Agreement (Kci New Technologies Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall shall, except as provided in Section 9.1, forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 3 contracts
Sources: Merger Agreement (JCS Realty Corp), Merger Agreement (Confetti Acquisition Inc), Merger Agreement (Amscan Holdings Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 7.03 and Section 9.1; provided, however, that 8.01 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Sources: Merger Agreement (Concord Merger Corp), Merger Agreement (Concord Merger Corp), Merger Agreement (Ps Group Holdings Inc)
Effect of Termination. In the event of the any termination of this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become wholly void and there shall be of no liability on the part of any party hereto except as set forth in Section 8.3 further force and Section 9.1effect; provided, however, provided that nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Sarepta Therapeutics, Inc.), Stock Purchase Agreement (Arrowhead Pharmaceuticals, Inc.), Securities Purchase Agreement (Arrowhead Pharmaceuticals, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to under this Section 8.15.2, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party hereto from liability for any willful breach hereofof any provision of this Agreement.
Appears in 3 contracts
Sources: Share Purchase Agreement (Cellular Biomedicine Group, Inc.), Share Purchase Agreement (Cellular Biomedicine Group, Inc.), Shares Purchase Agreement (Cellular Biomedicine Group, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1in accordance with this Article 9, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except except:
(i) as set forth in Section 8.3 this Article 9 and Section 9.15.3 and Article 10 hereof; provided, however, and
(j) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Stock Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (i) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 11.01 and (ii) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.113.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Party except (a) as set forth in Section 8.3 13.03, and Section 9.1; provided, however, (b) that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Sources: Master Transaction Agreement, Master Transaction Agreement (Advanced Micro Devices Inc), Master Transaction Agreement (Advanced Micro Devices Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 7.3, Section 5.2 and Section 9.18.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 3 contracts
Sources: Merger Agreement (WTNH Broadcasting Inc), Merger Agreement (Lin Television Corp), Merger Agreement (Lin Television Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability under this Agreement on the part of any party hereto hereto, except (a) as set forth in Section 8.3 and Section 9.1; provided, however, that (b) nothing herein shall relieve any party from liability for any willful breach hereofof any of its representations, warranties, covenants or agreements set forth in this Agreement prior to such termination.
Appears in 3 contracts
Sources: Merger Agreement (Carreker Corp), Merger Agreement (Applied Innovation Inc), Merger Agreement (Checkfree Corp \Ga\)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except (a) as set forth in Section 8.3 6.1 and this Section 9.1; provided10.3, however, and (b) that nothing herein shall relieve any party Party hereto from liability for any breach hereofof this Agreement and all rights and remedies arising as a result of such breach shall remain available to any non-breaching Party. The provisions of this Section 10.3 shall survive any termination of this Agreement.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Stifel Financial Corp), Merger Agreement (Bankatlantic Bancorp Inc), Merger Agreement (Stifel Financial Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 7.3 and Section 9.18.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Sources: Merger Agreement (Fred Meyer Inc), Merger Agreement (Fred Meyer Inc), Merger Agreement (Food 4 Less Holdings Inc /De/)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.02 and Section 9.1; provided, however, Article IX and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 3 contracts
Sources: Share Purchase Agreement (HSW International, Inc.), Share Purchase Agreement (Intac International Inc), Share Purchase Agreement (Intac International Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 7.3 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 3 contracts
Sources: Investment Agreement (Stewart W P & Co LTD), Stock Purchase Agreement (First Union Real Estate Equity & Mortgage Investments), Investment Agreement (Arrow Partners Lp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto (a) except as set forth in Section 8.3 5.05 and Section 9.1; provided, however, that 11.01 hereof and (b) nothing herein shall relieve any party hereto from liability for any willful breach hereof.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Isolyser Co Inc /Ga/), Abbeville Plant Agreement (Isolyser Co Inc /Ga/), Asset Purchase Agreement (Isolyser Co Inc /Ga/)
Effect of Termination. (1) In the event of the termination of this --------------------- Agreement pursuant as provided in Section 7.1 hereof, and subject to the provisions of Section 8.18.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto of the Parties, except (i) as set forth in this Section 8.3 7.2 and Section 9.1; providedin Sections 3.9, however4.10, that 5.10 and 5.11 hereof, and (ii) nothing herein shall relieve any party Party from liability for any willful breach hereof.
Appears in 3 contracts
Sources: Merger Agreement (Apollo Investment Fund Iv Lp), Merger Agreement (Group Maintenance America Corp), Merger Agreement (Group Maintenance America Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section Sections 6.4, 8.3 and Section 9.1; provided, however, that 9.1 and (ii) nothing herein shall relieve any party from liability for any breach hereof. Any attempted termination of this Agreement not in accordance with Section 8.1 shall not be effective and shall not affect the rights or obligations of the parties set forth herein.
Appears in 3 contracts
Sources: Merger Agreement (Select Medical Corp), Merger Agreement (Select Medical of Mechanicsburg Inc), Merger Agreement (Intensiva Healthcare Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.02 and Section 9.1; provided, however, (b) that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 3 contracts
Sources: Stock Purchase Agreement (General Electric Capital Corp), Stock Purchase Agreement (Tyco International LTD /Ber/), Stock Purchase Agreement (Axa Financial Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.04 and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement that occurred before such termination.
Appears in 2 contracts
Sources: Investment Agreement (First Bancorp /Pr/), Investment Agreement (Bank of Nova Scotia /)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith thereafter become void and there shall be have no liability on the part of any effect, and no party hereto shall have any liability or obligation to any other party hereto in respect of this Agreement, except as set forth in that the provisions of Article IX (Miscellaneous) and Section 8.3 and Section 9.1shall survive any such termination; provided, however, that nothing herein no party shall relieve be released from any liability hereunder if this Agreement is terminated and the transactions contemplated hereby abandoned by reason of (i) willful failure of such party from liability for to perform its obligations hereunder or (ii) any breach hereofmisrepresentation made by such party of any matter set forth herein.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Imperial Bancorp), Stock Purchase Agreement (American Home Mortgage Holdings Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 8.01 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Novartis Inc), Agreement and Plan of Merger (Novartis Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.19.01, this Agreement shall forthwith become void and have no effect and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Safeguard Security Holdings, Inc.), Stock Purchase Agreement (Transnational Financial Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.111.01 above, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party except (i) as set forth in Section 8.3 Sections 3.11, 4.06, 5.02, 11.04 and Section 9.1; provided, however, 12.01 and (ii) that nothing herein shall relieve any party a Party from liability for any willful breach hereofof this Agreement. In the event of termination of this Agreement for any reason other than pursuant to Sections 11.01(d) or 11.01(e) above, each Party shall bear all expenses incurred by it in connection with this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Mainsource Financial Group), Merger Agreement (Mainsource Financial Group)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.16.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto or their respective officers or directors except as that nothing set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any a party hereto from liability for any its breach hereofof this Agreement.
Appears in 2 contracts
Sources: Joint Venture Agreement (Pharmacopeia Inc), Joint Venture Agreement (Molecular Simulations Inc)
Effect of Termination. In the event of the termination of this --------------------- Agreement and the abandonment of the Merger pursuant to Section 8.17.1, no party to this Agreement shall forthwith become void and there shall be no have any liability on the part of or further obligation to any other party hereto hereunder except (a) as set forth in Section 8.3 Sections 7.3 and Section 9.1; provided, however, that nothing herein shall 8.1 and (b) such termination will not relieve any a breaching party from of liability for any breach hereofdirectly or indirectly giving rise to such termination.
Appears in 2 contracts
Sources: Merger Agreement (BFS Bankorp Inc), Merger Agreement (Gould Investors L P)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 8.2, Section 8.3 and Section 9.1; provided9.8 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (Xtra Corp /De/), Merger Agreement (Wheels Mergerco LLC)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Medifocus Inc.), Asset Purchase Agreement (Medifocus Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.112.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as (i) for the breach of the obligations set forth in Section 8.3 Sections 9.03, 12.02(b) and Section 9.1; provided, however, 12.02(c)(ii) that nothing herein shall relieve any party from liability for any breach hereofof any provision of the Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (MS Acquisition), Stock Purchase Agreement (Aetna Industries Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto arising under or out of this Agreement except (a) as set forth in Section 8.3 9.01, and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Gibraltar Industries, Inc.)
Effect of Termination. In the event of the termination of this --------------------- Agreement pursuant to by either the Seller or the Purchaser as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party to any other Party under this Agreement, except as set forth that the provisions of Section 9.7 and Article X shall continue in Section 8.3 full force and Section 9.1; provided, however, effect and except that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement prior to such termination.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Albany Ladder Co Inc), Asset Purchase Agreement (Albany Ladder Co Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth provided in this Section 8.3 7.2, and Section 9.18, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Clearlake Capital Partners, LLC), Stock Purchase Agreement (Goamerica Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and of no further force or effect, and there shall be no liability or obligation on the part of any party hereto hereto, except (i) as set forth in Section 8.3 5.05, Sections 11.02, 11.03, 11.04 and Section 9.1; provided, however, that 11.13 and (ii) nothing herein shall relieve any either party from liability for any willful breach hereofhereof or failure to perform hereunder or impair the right of any party to compel specific performance by any other party of its obligations under this Agreement.
Appears in 2 contracts
Sources: Acquisition Agreement, Acquisition Agreement (Amdocs LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections9.01 and Section 9.19.11; provided, however, however that nothing contained herein shall relieve any party from liability for any wilful breach hereofof this Agreement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (a) as set forth in Section 8.3 5.04 and Section 9.1; provided, however, that 11.01 and (b) nothing herein shall relieve any party from liability for any willful and intentional breach hereof.
Appears in 2 contracts
Sources: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (GateHouse Media, Inc.)
Effect of Termination. In the event of the termination of this --------------------- Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 8.01 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (Rexel Sa), Merger Agreement (Pinault Printemps Redoute Sa Et Al)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.19.1, this Agreement shall forthwith become void void, and except as set forth in Section 7.10, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (Degeorge Financial Corp), Merger Agreement (Degeorge Peter R)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing noth- ing herein shall relieve any party from liability for any wil- ful breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (Monsanto Co), Merger Agreement (Calgene Inc /De/)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability on the part of the parties to the other parties and all rights and obligations of any party hereto shall cease, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from of any liability for any breach hereofof such party's representations, warranties, covenants or agreements contained in this Agreement. Nothing herein shall be construed to cause the Nondisclosure Agreement to terminate upon the termination of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Cnet Inc /De), Merger Agreement (Cnet Inc /De)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereofSections 7.1.
Appears in 2 contracts
Sources: LLC Membership Interest Purchase Agreement (West Coast Realty Trust, Inc.), LLC Membership Interest Purchase Agreement (West Coast Realty Trust, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except except: (a) as set forth in Section 8.3 2.05(b), Section 5.04 and Section 9.1Article X; provided, however, and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Pope & Talbot Inc /De/)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 10.01 and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Share Purchase Agreement (Solar Power, Inc.), Stock Exchange Agreement (Plais Marie Helene Cotrel)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.16.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party, and except as set forth in Section 8.3 Sections 9 (Confidentiality) and Section 9.1; provided10.7 (Expenses) none of the Parties shall have any claim against the others for costs, howeverdamages, that nothing herein shall relieve compensation or otherwise (save in respect of any party from liability for any prior breach hereofof this Agreement).
Appears in 2 contracts
Sources: Share Purchase Agreement (Ambow Education Holding Ltd.), Share Purchase Agreement (RISE Education Cayman LTD)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 10.03 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Asset and Stock Purchase Agreement (Amcol International Corp), Asset and Stock Purchase Agreement (Amcol International Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1this Article 9, this Agreement shall will forthwith become void and there shall will be no right or liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1hereto; provided, however, that nothing contained herein shall will relieve any either party from liability for any breach hereofof any covenant or agreement in this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (MedAire, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void have no further effect, and there shall be no further liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.04, 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (Wellman North America Inc), Merger Agreement (Environmental Systems Products Inc)
Effect of Termination. In the event of the termination of --------------------- this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Pri Automation Inc), Stock Purchase Agreement (Pri Automation Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in this Section 8.17, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (i) as set forth in Section 8.3 8(g) of this Agreement and Section 9.1; provided, however, (ii) that nothing herein shall relieve any either party hereto from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Unit Purchase Agreement (Macquarie Infrastructure CO Trust), Unit Purchase Agreement (Macquarie Infrastructure CO Trust)
Effect of Termination. In the event of the --------------------- termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections 8.03 and Section 9.1; provided9.01, however, that and nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Lpiv Acquisition Corp), Agreement and Plan of Merger (Durakon Industries Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except arising under or out of this Agreement except: (a) as expressly provided in this Article 8, (b) as set forth in Section 8.3 10.01, and Section 9.1; provided, however, (c) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Gibraltar Industries, Inc.), Stock Purchase Agreement (Gibraltar Industries, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.111.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or Shareholders except as set forth in the provisions of Section 8.3 12.05 shall survive and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (Radiant Systems Inc), Merger Agreement (Radiant Systems Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.03 and Section 9.1; provided, however, Article IX and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 2 contracts
Sources: Equity Interest Transfer Agreement (Adama Agricultural Solutions Ltd.), Asset Purchase Agreement (Zila Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part all rights and obligations of any party hereto except shall cease except: (i) as set forth in Section 8.3 9.1 of this Agreement and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party's rights in the case thereof.
Appears in 2 contracts
Sources: Merger Agreement (Advantage Bancorp Inc), Merger Agreement (National City Bancorporation)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.16.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.03 and Section 9.1; provided, however, that 7.01 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (PDK Acquisition Corp), Merger Agreement (PDK Labs Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto hereto, except as set forth in this Section 8.2, Section 3.19, Section 4.5, Section 6.4(b), Section 8.3 and Section 9.1Article IX; provided, however, provided that nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (Blount Winton M), Agreement and Plan of Merger and Recapitalization (Blount International Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.16.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any fraud or for an intentional breach hereofof this Agreement.
Appears in 2 contracts
Sources: Transaction Agreement (Universal City Travel Partners), Transaction Agreement (Universal City Florida Holding Co. I)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 11.01 and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Omni Bio Pharmaceutical, Inc.), Merger Agreement (Apple Computer Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.111.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth provided in Section 8.3 10.6, this Section 11.2 and Section 9.112, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Clearlake Capital Partners, LLC), Series B Preferred Stock Purchase Agreement (Purple Communications, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.02 and Section 9.1; provided, however, Article 7 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Minerva Surgical Inc), Asset Purchase Agreement (Minerva Surgical Inc)
Effect of Termination. In the event of the --------------------- termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 7.03 and Section 9.1; provided, however, that 8.01 and (ii) nothing herein shall relieve any party from liability for any wilful breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (Ren Corp Usa), Merger Agreement (Cobe Laboratories Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1in accordance with this Article 9, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except except:
(a) as set forth in Section 8.3 and Section 9.1this Article 9; provided, however, and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
Appears in 2 contracts
Sources: Share Purchase Agreement (Odyssey Marine Exploration Inc), Share Purchase Agreement (Odyssey Marine Exploration Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.1 hereof, this Agreement shall forthwith become void and there shall be no liability further obligation on the part of any party hereto hereto, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (Innerspace Corp), Share Sale Agreement (N2h2 Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.115.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 15.3 and Section 9.15.4(b); provided, however, that nothing herein shall relieve any party from liability for any willful and material breach hereof.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Dualstar Technologies Corp), Stock Purchase Agreement (Dualstar Technologies Corp)
Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 8.02(b) and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Note Purchase Agreement (Classic Vacation Group Inc), Note Purchase Agreement (Expedia Inc)
Effect of Termination. In the event of the Upon termination of this Agreement pursuant to Section 8.17.1, none of the parties hereto shall have any liability hereunder except (i) to the extent of any damages resulting from a knowing and intentional breach of this Agreement shall forthwith become void during its term and there shall be no liability on (ii) the part of any party hereto except as provisions set forth in Section 8.3 and Section 9.1; provided7.3, however, that nothing herein which shall relieve any party from liability for any breach hereofsurvive indefinitely.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Everest Merger Sub, Inc.), Stock Purchase Agreement (Sport Chalet Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Sections 8.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (i) as set forth in Section 8.3 Sections 8.05 and Section 9.1; provided9.01 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any willful breach hereofhereof and for any breach giving rise to a termination under Sections 8.01(d) or (e).
Appears in 2 contracts
Sources: Merger Agreement (Coda Energy Inc), Merger Agreement (Continental Natural Gas Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with this Section 8.19, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except except:
(a) as set forth in this Section 8.3 9, Section 4.06 and Section 9.110.12 hereof; provided, however, and
(b) that nothing herein shall relieve any party hereto from liability for any willful material breach of any provision hereof.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, all obligations and agreements of the Parties set forth in this Agreement shall forthwith become void terminate and be of no further force or effect, and there shall be no liability on the part of any party hereto the Parties hereunder, except as set forth in Section 8.3 and Section 9.16.3; provided, however, provided that nothing herein the foregoing shall not relieve any party from Party for liability for damages actually incurred as a result of any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Protection One Inc), Agreement and Plan of Contribution and Merger (Protection One Acquistion Holding Corp)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party to any other Party under this Agreement, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party Party from liability for any knowing and willful breach hereofof this Agreement prior to such termination.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Trintech Group PLC), Merger Agreement (Gerald Stevens Inc/)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.04, 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein (including the expiration of representations and warranties in accordance with Section 9.01) shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Viad Corp), Merger Agreement (Moneygram Payment Systems Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1to which such termination has occurred; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement or the Corporation of its obligations under Section 9.9.
Appears in 2 contracts
Sources: Series a 1 Preferred Stock Purchase Agreement (Finjan Holdings, Inc.), Series a Preferred Stock Purchase Agreement (Finjan Holdings, Inc.)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of any party hereto except (i) as set forth in Section Sections 8.3 and Section 9.1; provided, however, that 9.1 hereof and (ii) nothing herein shall relieve any party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Health Management Inc/De), Merger Agreement (Hyperion Partners Ii Lp)
Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 8.03 and Section 9.1; provided9.01, however, that and nothing herein shall relieve any party from liability for any breach hereof.
Appears in 2 contracts
Sources: Merger Agreement (McFarland Energy Inc), Merger Agreement (McFarland Energy Inc)
Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.03 and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.
Appears in 2 contracts
Sources: Investment Agreement (Henry Birks & Sons Inc), Investment Agreement (Mayors Jewelers Inc/De)