Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 11 contracts
Sources: Agreement and Plan of Reorganization (Electronic Arts Inc), Merger Agreement (Keravision Inc /Ca/), Merger Agreement (Network Associates Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 7 contracts
Sources: Merger Agreement (Progress Software Corp /Ma), Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Reorganization (Cholestech Corporation)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 7 contracts
Sources: Merger Agreement (Eclipsys Corp), Merger Agreement (Gayranovic Kenneth), Merger Agreement (Micron Electronics Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 5 contracts
Sources: Agreement and Plan of Reorganization (Technoconcepts, Inc.), Merger Agreement (Supergen Inc), Agreement and Plan of Reorganization (Dtomi Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 6.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.16.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.26.2, Section 7.3 6.3 and Article 8 7 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 5 contracts
Sources: Merger Agreement (One2one Living Corp), Merger Agreement (Terra Tech Corp.), Share Exchange Agreement (Soefl Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4, this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Healtheon Corp), Merger Agreement (Mede America Corp /)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 7.01 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 7.2Sections 7.02, Section 7.3 7.03 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement8.01 hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 4 contracts
Sources: Merger Agreement (Individual Inc), Merger Agreement (Desktop Data Inc), Merger Agreement (Desktop Data Inc)
Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement or the Option Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (Rational Software Corp), Merger Agreement (Pure Atria Corp), Agreement and Plan of Reorganization (Rational Software Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.5(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for damages for fraud in connection with, or any intentional or willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 4 contracts
Sources: Implementation Agreement, Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Holding Co. Ltd.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effecteffect and no party shall have any further liability or obligation to the other parties hereto, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3, and Article 8 (miscellaneousSection 6.2(c), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Sources: Acquisition Agreement (Mojave Southern Inc), Acquisition Agreement (Mojave Southern Inc), Acquisition Agreement (Mojave Southern Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in the last sentence of Section 5.3, this Section 7.28.2, Section 7.3 8.3, Sections 9.4, 9.5, 9.6, 9.10, 9.11 and Article 8 (miscellaneous)9.12, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, the Stock Option Agreement or the Technology Option Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Stanford Telecommunications Inc), Agreement and Plan of Merger (Newbridge Networks Corp), Merger Agreement (Newbridge Networks Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect; provided, except however, that (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous), each of which Section 9 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Sources: Merger Agreement (Lipson David S), Merger Agreement (Integrated Systems Consulting Group Inc), Merger Agreement (Safeguard Scientifics Inc Et Al)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 4 contracts
Sources: Merger Agreement (Vitalstream Holdings Inc), Merger Agreement (Vitalstream Holdings Inc), Merger Agreement (Sciquest Inc)
Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 Sections 5.1(c), 5.1(d), 8.3 and Article 8 X (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Sources: Merger Agreement (Yurie Systems Inc), Merger Agreement (Esperion Therapeutics Inc/Mi), Merger Agreement (Yurie Systems Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Sources: Merger Agreement (Intellisync Corp), Agreement and Plan of Reorganization (Speechworks International Inc), Agreement and Plan of Reorganization (Compaq Computer Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 hereof and Article 8 (miscellaneous)IX hereof, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for fraud or any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (NPS Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Merger Agreement (Triquint Semiconductor Inc), Merger Agreement (Truevision Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein (including Section 8.1) shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Sources: Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Sources: Merger Agreement (Imanage Inc), Merger Agreement (Interwoven Inc), Merger Agreement (Mediabin Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 3 contracts
Sources: Merger Agreement, Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.2(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Sources: Merger Agreement (Paravant Inc), Merger Agreement (Paravant Inc), Merger Agreement (DRS Technologies Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 3 contracts
Sources: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc), Merger Agreement (Eclipsys Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party Parent or Company to the other parties heretoparty. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for damages for common law fraud in connection with, or any intentional or willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Non-Disclosure Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 3 contracts
Sources: Merger Agreement (Divx Inc), Merger Agreement (Sonic Solutions/Ca/), Merger Agreement (Divx Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.3, this Section 7.29.2, Section 7.3 9.3 and Article 8 X (miscellaneous), each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 3 contracts
Sources: Merger Agreement (Spectrian Corp /Ca/), Merger Agreement (Spectrian Corp /Ca/), Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Visionics Corp), Merger Agreement (Identix Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.2(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (American Management Systems Inc), Merger Agreement (Cgi Group Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 7.01 will be effective immediately upon (or in the case of termination pursuant to Section 7.01(e) or 7.01(f), on the date specified therein) the delivery of written notice of thereof by the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.17.01, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.27.02, Section 7.3 7.03 and Article 8 VIII (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Sybase Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)Section 8, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Data Critical Corp), Merger Agreement (Data Critical Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of thereof by the terminating party to the other parties heretohereto (or, in the case of termination pursuant to Section 7.1(f) or Section 7.1(g), on the date specified therein). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (PMC Sierra Inc), Agreement and Plan of Reorganization (Quantum Effect Devices Inc)
Notice of Termination; Effect of Termination. Any Subject to Sections 8.1(j) and (k), any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except that (i) as set forth in this Section 7.26.1(a), Section 7.3 8.2, Section 8.3 and Article 8 IX (miscellaneous), each of which General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreement or the Stock Option Agreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (CKS Group Inc), Agreement and Plan of Reorganization (Usweb Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.5(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Occam Networks Inc), Merger Agreement (Accelerated Networks Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in in
Section 7.1, 8.1 this Agreement shall be of no further force or effect; provided, except however, that (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous), each of which Section 9 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Scopus Technology Inc), Merger Agreement (Scopus Technology Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Non-disclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Millennium Ethanol, LLC), Merger Agreement (US BioEnergy CORP)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall will be of no further force or effect, except (i) as set forth in Section 8.4 this Section 7.2, 10.2 and Section 7.3 10.3 and Article 8 (miscellaneous)XII, each of which shall will survive the termination of this Agreement, Agreement and (ii) nothing herein shall will relieve any party from liability for any willful material breach of this Agreement. No termination of this Agreement shall will affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall will survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Business Objects Sa), Merger Agreement (Crystal Decisions Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful or intentional breach of this Agreement or relieve Alliance or the Principal Stockholder from any liability for a breach of the Voting Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Liquid Audio Inc), Merger Agreement (Liquid Audio Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be become void and of no further force or effecteffect with no liability on the part of any party hereto, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)ARTICLE 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (On Technology Corp), Merger Agreement (Symantec Corp)
Notice of Termination; Effect of Termination. Any Subject to Sections 9.1(j), any termination of this Agreement under Section 7.1 9.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except that (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 X (miscellaneous), each of which General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Combination Agreement (Inco LTD), Combination Agreement (Phelps Dodge Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Secure Computing Corp), Merger Agreement (N2h2 Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 6.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.16.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.26.2, Section 7.3 6.3 and Article 8 Section 7 (miscellaneous"General Provisions"), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Modern MFG Services Inc), Merger Agreement (Radix Marine Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.3(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)9, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Neon Systems Inc), Merger Agreement (Progress Software Corp /Ma)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above or Section 9.12 hereto will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section
8.1 or Section 7.110.11, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Captaris Inc), Merger Agreement (Castelle \Ca\)
Notice of Termination; Effect of Termination. Any termination of this ------------------------------------------- Agreement properly made under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effecteffect and there shall be no liability hereunder on the part of Talarian, TIBCO, Merger Sub or their respective officers or directors, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 VIII (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Talarian Corp), Merger Agreement (Tibco Software Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.01 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.01, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.03, this Section 7.28.02, Section 7.3 8.03 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Endwave Corp), Merger Agreement (GigOptix, Inc.)
Notice of Termination; Effect of Termination. Any Except to the extent provided in Section 7.1(g), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Hewlett Packard Co), Merger Agreement (Novadigm Inc)
Notice of Termination; Effect of Termination. Any termination of this ------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Egghead Com Inc), Merger Agreement (Onsale Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.3(a), this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party to this Agreement from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Volcano Corp), Merger Agreement (Volcano Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Quantum Corp /De/), Merger Agreement (Advanced Digital Information Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties heretoparty hereto or, in the case of termination pursuant to Section 8.1(a), at such time as set forth in such mutual written consent. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.2, Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Science Applications International Corp), Stock Purchase Agreement (Science Applications International Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Storage Technology Corp), Merger Agreement (Sun Microsystems, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will shall be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.1(a), Section 6.2, this Section 7.28.2, Section 7.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Marvell Technology Group LTD), Asset Purchase Agreement (Qlogic Corp)
Notice of Termination; Effect of Termination. Any Other than with respect to termination pursuant to Section 7.1(h), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. Any termination of this Agreement under Section 7.1(h) will be effective upon the later of delivery of a valid written notice of the Company to Parent and payment of the Termination fee described in Section 7.3(b). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful material breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Cybersource Corp), Merger Agreement (Visa Inc.)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)10, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Serviceware Technologies Inc/ Pa), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, and all further obligations of the parties shall terminate without further liability of any such party, except (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)10, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Art Technology Group Inc), Merger Agreement (Art Technology Group Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for damages for fraud in connection with, or any intentional or willful breach of of, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 2 contracts
Sources: Merger Agreement (Verigy Ltd.), Merger Agreement (Credence Systems Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Yahoo Inc), Merger Agreement (Overture Services Inc)
Notice of Termination; Effect of Termination. Any proper -------------------------------------------- termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effecteffect and there shall be no further liability on the part of any of the parties, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Tarantella Inc), Merger Agreement (Scientific Technologies Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.2, this Section 7.28.2, Section 7.3 8.3, Section 8.4 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Nstor Technologies Inc), Stock Purchase Agreement (Palo Alto Acquisition CORP)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, except (i) as set forth in Section 5.5, this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termsthe terms of the Confidentiality Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Computer Sciences Corp), Merger Agreement (Covansys Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this AgreementAgreement (including without limitation Section 5.4 hereof). No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Atl Products Inc), Merger Agreement (Quantum Corp /De/)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Excite Inc), Merger Agreement (At Home Corp)
Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of from the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Palm Inc), Merger Agreement (Extended Systems Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful material breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Yahoo Inc), Merger Agreement (Inktomi Corp)
Notice of Termination; Effect of Termination. Any Except as otherwise set forth in Section 7.1(g), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Probusiness Services Inc), Merger Agreement (Automatic Data Processing Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.5(b), Section 7.3 8.11, Section 8.12, Section 10.2, Section 10.3 and Article 8 (miscellaneous)11, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Healtheon Webmd Corp), Merger Agreement (Onhealth Network Co)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Thermo Cardiosystems Inc), Merger Agreement (Thermo Electron Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneousgeneral provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Andover Net Inc), Agreement and Plan of Reorganization (Va Linux Systems Inc)
Notice of Termination; Effect of Termination. Any Except as otherwise provided in this Agreement, any termination of this Agreement under pursuant to Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.23.23, Section 7.3 8.2, Section 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Secure Computing Corp), Merger Agreement (Cyberguard Corp)
Notice of Termination; Effect of Termination. Any Subject to Sections 7.1(b), (c) and (j), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except that (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which Miscellaneous) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 2 contracts
Sources: Merger Agreement (Resource Capital Fund v L.P.), Merger Agreement (Uranium Resources Inc /De/)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section Sections 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this AgreementVIII hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Sources: Merger Agreement (Vaxgen Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effecteffect and all further obligations of the parties shall terminate without further liability of either party, except (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 8.01 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.01, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.02, Section 7.3 8.03 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination -43- 48 of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreement or the Stock Option Agreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.4(a), this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 9.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect; PROVIDED, except HOWEVER, that (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous), each of which Section 10 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any willful breach of this Agreement. No Agreement and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Sources: Merger Agreement (Megabios Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3, this Section 7.2, Section 7.3 and Article 8 IX (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will shall be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.1(a), this Section 7.2, Section 7.3 8.2 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Sources: Asset Purchase Agreement (Water Pik Technologies Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties heretoparty hereto (taking into consideration any cure periods provided in Section 8.1). In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.17(a), this Section 7.2, Section 7.3 8.2 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party to this Agreement from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 VIII (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Non-Disclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.2(a), this Section 7.28.2, Section 7.3 8.3 and Article 8 (miscellaneous)IX, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability for any willful breach of this AgreementAgreement or fraud. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations agreement shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Sources: Merger Agreement (Vantagemed Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Omega Ventures Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.2(a), Section 5.3, this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Sources: Merger Agreement (Pharsight Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (iib) that nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreements and Standstill Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or effectany of its affiliates, directors, officers or stockholders except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this AgreementARTICLE 1Xhereof, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreementhereof. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.
Appears in 1 contract
Sources: Merger Agreement (Proteonomix, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties heretoparty hereto (taking into consideration any cure periods provided in Section 9.1). In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.3(a), this Section 7.29.2, Section 7.3 9.3 and Article 8 (miscellaneous)X, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party to this Agreement from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
Notice of Termination; Effect of Termination. Any proper termination of -------------------------------------------- this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Sources: Merger Agreement (Verisign Inc/Ca)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, and as set forth in Section 7.3 and Article 8 VIII (miscellaneous)General Provisions) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties hereto contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination -------------------------------------------- of this Agreement under Section 7.1 12.01 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.112.01, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.212.02, Section 7.3 12.03, 12.04 and Article 8 XIII (miscellaneousMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Reciprocal Nondisclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any Except as otherwise set forth in Section 7.1(g), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4(a), this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 9.1(d) or Section 9.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.29.2, Section 7.3 9.3 and Article 8 X (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of its representations and covenants contained in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.the
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.110.1, this Agreement shall be of no further force or effecteffect and the Transaction shall be abandoned, except (i) as set forth in this Section 7.210.2, Section 7.3 10.3 and Article 8 XI (miscellaneousGeneral Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in Escrow Agreement with respect to the Confidentiality AgreementInitial Deposit, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of such party's representations, warranties, covenants or agreements in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Sources: Merger Agreement (Imall Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, and as set forth in Section 7.3 and Article 8 VIII (miscellaneous)) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties hereto contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.3, this Section 7.28.2, Section 7.3 8.3 and Article 8 IX (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Sources: Merger Agreement (Symantec Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.4, this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Platinum Software Corp)
Notice of Termination; Effect of Termination. Any Subject to the provisions of Section 7.1(e), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.27 2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.
Appears in 1 contract