Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 10 contracts
Sources: Securities Exchange Agreement (True Drinks Holdings, Inc.), Securities Exchange Agreement (Omni Shrimp, Inc.), Share Exchange Agreement (NaturalNano, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 8.2 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d8.2(d) or Section 8.1(e8.2(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 8.18.2, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.18.2, Section 8.2 8.3 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 7 contracts
Sources: Share Exchange Agreement (Energroup Holdings Corp), Share Exchange Agreement (Malex Inc), Share Exchange Agreement (TK Star Design, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(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 8.19.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.19.2, Section 8.2 9.3 and Article 9 XI (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 5 contracts
Sources: Exchange Agreement (Cyber Merchants Exchange Inc), Exchange Agreement (Applied Spectrum Technologies Inc), Exchange Agreement (Qorus Com Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in for and subject to the following: (i) Section 8.18.2, Section 8.2 8.3 and Article 9 X (General 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.
Appears in 4 contracts
Sources: Merger Agreement (Wentworth I Inc), Merger Agreement (Chiste Corp), Merger Agreement (Wentworth I Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 8.1 above will 10.1 hereof shall be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in pursuant to Section 8.110.1 hereof, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (i) as set forth in this Section 8.110.2, Section 8.2 10.3 hereof and Article 9 (General Provisions)XII hereof, each of which shall survive the termination of this Agreement without limitation, and (ii) nothing herein shall relieve any party from Liability for any breach of this Agreement.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Veritas Software Corp /De/), Stock Purchase Agreement (Seagate Technology Holdings), Stock Purchase Agreement (Seagate Technology Malaysia Holding Co Cayman Islands)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso provision 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 8.1, this Agreement shall be of no further force or effect and the Transaction Transactions shall be abandoned, except as set forth in for and subject to the following: (i) Section 8.18.2, Section 8.2 8.3 and Article 9 X (General 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.
Appears in 3 contracts
Sources: Securities Exchange Agreement (Globalwise Investments Inc), Securities Exchange Agreement (Henderson J Sherman Iii), Securities Exchange Agreement (Suncrest Global Energy Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 8.2 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d8.2(d) or Section 8.1(e8.2(e) and the proviso therein is applicable, after the thirty (30) days afterday provided referenced therein) 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 8.18.2, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.18.2, Section 8.2 8.3 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 3 contracts
Sources: Share Exchange Agreement (Cmark Holdings Co., Ltd.), Share Exchange Agreement (Viscorp, Inc.), Share Exchange Agreement (Viscorp, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 8.1 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 3 contracts
Sources: Share Exchange Agreement (Ableauctions Com Inc), Share Exchange Agreement (Ableauctions Com Inc), Share Exchange Agreement (Ableauctions Com Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 tl above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d8.l(d) or Section 8.1(e8.l(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 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Share Exchange Agreement, Share Exchange Agreement (Pineapple Express, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d7.1(c) or Section 8.1(e7.1(d) 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 8.17.1, this Agreement shall be of no further force or effect and the Transaction Merger shall be abandoned, except as set forth in Section 8.1for and subject to the following: (i) Sections 5.6, Section 8.2 7.2 and 7.3 and Article 9 VIII (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 any representation, warranty, covenant or agreement contained in this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (U S Wireless Data Inc), Merger Agreement (U S Wireless Data Inc)
Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 8.1 above 7.1 will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.17.1, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except as set forth in this Section 8.17.2, Section 8.2 7.3 and Article 9 (General Provisions)8, each of which shall survive the termination 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 (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.2 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d7.2(d) or Section 8.1(e7.2(e) and the proviso therein is applicable, thirty after ten (3010) days afterday provided referenced therein) 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 8.17.2, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.17.2, Section 8.2 Section7.3 and Article 9 8 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Share Exchange Agreement (Andatee China Marine Fuel Services Corp), Share Exchange Agreement (Andatee China Marine Fuel Services Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (i) as set forth in this Section 8.18.2, Section 8.2 8.3 and Article 9 X (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.
Appears in 2 contracts
Sources: Merger Agreement (Equinox Systems Inc), Merger Agreement (Avocent Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 11.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d11.1(d) or Section 8.1(e11.1(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 8.111.1(e), this Agreement shall be of no further force or effect and the Transaction Share Exchange shall be abandoned, except as expressly set forth in Section 8.1, Section 8.2 Article IX and Article 9 (General Provisions)XII, each of which shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Share Exchange Agreement (Bay Peak 1 Opportunity Corp.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 this Article 8 and in Article 9 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Acquisition Agreement (China Carbon Graphite Group, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(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 8.19.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.19.2, Section 8.2 9.3 and Article 9 11 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Exchange Agreement (MPLC, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d7.1(d), Section 7.1(e) or Section 8.1(e7.1(f) 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 8.17.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.17.1, Section 8.2 7.2 and Article 9 8 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Share Exchange Agreement (Odimo INC)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.01 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.19.01, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (i) as set forth in this Section 8.19.02, Section 8.2 9.03 and Article 9 X (General ProvisionsMiscellaneous), 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.
Appears in 1 contract
Sources: Asset Purchase Agreement (National Transaction Network Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(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 8.19.1, this Agreement shall be of no further force or effect and the Transaction Acquisition shall be abandoned, except as set forth in Section 8.19.1, Section 8.2 9.2 and Article 9 10 (General Provisions), each of which shall survive the termination of this Agreement. The first and third paragraphs under the heading “Expenses” in the Term Sheet, dated August 11, 2008, between Premier Power and the Pubco Stockholder (the “Term Sheet”) shall be applicable with respect to this Article 9.
Appears in 1 contract
Sources: Share Exchange Agreement (Premier Power Renewable Energy, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 SECTION 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(dSECTION 9.1(d) or Section 8.1(eSECTION 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 8.1SECTION 9.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1this SECTION 6.7(a), Section 8.2 SECTION 9.2, SECTION 9.3 and Article 9 ARTICLE X (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Exchange Agreement (Ezcomm Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(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 8.19.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.19.1, Section 8.2 9.2 and Article 9 10 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(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. .
(b) In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect and the Transaction Transactions shall be abandoned, except as set forth in Section 8.1for and subject to the following: (i) Sections 6.5, Section 8.2 6.11, 9.2 and 9.3 and Article 9 XI (General Provisions), each of which ) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.18.2, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.18.2, Section 8.2 8.3 and Article 9 Article9 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Share Exchange Agreement (Edgewater Foods International, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) 8.1.2 or Section 8.1(e) 8.1.3 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 8.1, this Agreement shall be of no further force or effect and the Transaction Acquisition shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Share Exchange Agreement (Premier Power Renewable Energy, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d), Section 8.1(e) or Section 8.1(e8.1(f) 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 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.17.1, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (i) as set forth in this Section 8.17.2, Section 8.2 7.3 and Article 9 8 (General Provisions), each of which shall survive the termination of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality 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 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d7.1(d) or Section 8.1(e7.1(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 8.17.1, this Agreement shall be of no further force or effect and the Transaction Merger shall be abandoned, except as set forth in Section 8.1for and subject to the following: (i) Sections 5.3, Section 8.2 7.2 and 7.3 and Article 9 VIII (General Provisions), each of which ) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Noble Medical Technologies, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d7.1(d) or Section 8.1(e7.1(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 8.17.1, this Agreement shall be of no further force or effect and the Transaction Merger shall be abandoned, except as set forth in Section 8.1for and subject to the following: (i) Sections 5.4, Section 8.2 7.2 and 7.3 and Article 9 VIII (General Provisions), each of which ) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above 9.1 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(dSections 9.1(c) or Section 8.1(e9.1(d) and the proviso therein is applicable, thirty (30) -days after) the delivery of written notice of thereof by the terminating party Party to the other parties Parties hereto. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (a) as set forth in this Section 8.1, 9.2 and Section 8.2 and Article 9 (General Provisions)10, each of which shall survive the termination of this Agreement; and (b) nothing herein shall relieve any Party from Liability for any intentional or willful breach of this Agreement.
Appears in 1 contract
Sources: Goodwill Purchase Agreement (Resources Connection Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(e) and the proviso provision 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 8.19.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.19.2, Section 8.2 9.3 and Article 9 XI (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Exchange Agreement (Boundless Corp)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 11.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d11.1(e) or Section 8.1(e11.1(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 8.111.1(e), this Agreement shall be of no further force or effect and the Transaction Share Exchange shall be abandoned, except as expressly set forth in Section 8.1, Section 8.2 Article IX and Article 9 (General Provisions)XII, each of which shall survive the termination of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.Section
Appears in 1 contract
Sources: Securities Exchange Agreement
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 11.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or 11.1(e)or Section 8.1(e11.1(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 8.111.1(e), this Agreement shall be of no further force or effect and the Transaction Share Exchange shall be abandoned, except as expressly set forth in Section 8.1, Section 8.2 Article IX and Article 9 (General Provisions)XII, each of which shall survive the termination of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d), Section 8.1(e) or Section 8.1(e8.1(f) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party Party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Share Exchange Agreement (Spotlight Innovation, Inc.)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(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 8.17.1, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (i) as set forth in this Section 8.17.2, Section 8.2 7.3 and Article 9 8 (General Provisions), each of which shall survive the termination 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 (Colonial Gas Co)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above 10.1 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(dSections 10.1(d) or Section 8.1(e10.1(e) and the proviso therein is applicable, thirty (30) -days after) the delivery of written notice of thereof by the terminating party Party to the other parties Parties hereto. In the event of the termination of this Agreement as provided in Section 8.110.1, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (a) as set forth in this Section 8.1, 10.2 and Section 8.2 and Article 9 (General Provisions)11, each of which shall survive the termination of this Agreement; and (b) nothing herein shall relieve any Party from Liability for any intentional or willful breach of this Agreement.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Resources Connection Inc)
Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 10.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e10.1(d) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties Parties hereto. In the event of the termination of this Agreement as provided in Section 8.110.1, this Agreement shall be of no further force or effect and the Transaction Exchange shall be abandoned, except as set forth in Section 8.1Article VIII, Section 8.2 10.1(f), this Section 10.2, and Article 9 XI (General Provisionsexcluding Section 11.2), each of which shall survive the termination of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. Any In the event of termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if by either the termination is pursuant to Section 8.1(d) Company or Section 8.1(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 Parent as provided in Section 8.17.1, written notice thereof shall be given to the other Party or Parties, specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall be become null and void and of no further force or effect without liability of any Party (or any stockholder, director, officer, employee, agent or other representative of such Party) to the other Party, as applicable; provided that (a) the terms of this Section 7.2, and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 7.3 and Article 9 (General Provisions)VIII, shall each of which shall survive the termination of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the Governmental Entity to which they were made.
Appears in 1 contract