Common use of Survival After Termination Clause in Contracts

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 and Article IX shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.018.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 8.03 and Article IX shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 Article VII and Article IX shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.02, Article VIII and Article IX X shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.0111.1, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party)effect; provided, however, that the provisions of this Section 7.03 11.2 and Article IX XIII (Miscellaneous) shall survive the termination of this Agreement and that nothing herein shall relieve any Party party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreementsuch termination.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.02, Article IX and Article IX X shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 7.019.1 hereof, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party)effect; provided, however, that the provisions of this Section 7.03 9.2 and Article IX XI shall survive the termination of this Agreement and that nothing herein shall relieve any Party party hereto from any liability Liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreementsuch termination.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 and Article IX shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement occurring prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.02, Article VIII and Article IX X shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.018.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 8.03 and Article IX X shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.017.1 hereof and the Transactions are not consummated, this Agreement shall become void and of no further force and effect with no liability to effect, without any Person Liability on the part of any Party hereto (or any officerparty hereto, agentexcept for the provisions of Sections 5.4 and 5.7, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.2 and Article IX shall survive IX, and any definitions used therein set forth in Annex A. Notwithstanding the termination of foregoing, nothing in this Agreement and nothing herein Section 7.2 shall relieve any Party from any liability party to this Agreement of Liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.012.2 and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect with no liability to any Person on the part of any Party hereto effect, except (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that i) for this Section 7.03 2.3, (ii) for the provisions of Section 5.1(c) and Article IX shall survive (iii) that the termination of this Agreement and nothing herein for any reason shall not relieve any Party party hereto from any liability for fraud the benefit of which at the time of termination had already accrued to any other party hereto or which thereafter may accrue in respect of any willful and material breach act or omission of the provisions of this Agreement such party prior to the termination of this Agreementsuch termination.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.013.05, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 3.06, Section 4.07 and Article IX ARTICLE VII shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, The termination of this Agreement shall become void and of no further force and effect with no liability be without prejudice to any Person on the part claim or rights of action previously accrued to any Party hereto (or any officeragainst the other Party. The provisions of this Agreement which are meant to survive the termination hereof, agentincluding but not limited to the obligations under clauses relating to Confidential Information, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 dispute resolution and Article IX governing law shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreementpart thereof.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.018.1 or Section 8.2, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party)effect; provided, however, that the provisions of Section 6.4, Section 6.14, this Section 7.03 8.3 and Article IX X (Miscellaneous) shall survive the termination of this Agreement and that nothing herein shall relieve any Party from any liability Liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreementsuch termination.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.02 and Article IX shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If Upon termination of this Agreement is terminated by in accordance with Section 7.01Agreement, this Agreement shall become null and void and of have no further force and effect with no liability or effect, except that any such termination shall be without prejudice to any Person on the part rights of any Party hereto (party on account of the breach or any officerviolation of the representations, agentwarranties, employeecovenants, direct acknowledgments or indirect holder agreements of any equity interest or securities, or Affiliates of any Party); provided, however, that another party under this Section 7.03 and Article IX shall survive the termination of Agreement. Notwithstanding anything in this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of to the contrary, the provisions of this Agreement prior to the Sections 1.1, 13.3, 13.4 and 13.5 and Articles 8, 9 and 14 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.017.1 hereof, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officereffect, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 and Article IX shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability except for fraud or any willful and material breach of the provisions of Section 5.2(c), this Agreement prior to Section 7.2 and Article IX, which shall survive in accordance with their terms. None of the parties hereto shall have any liability in the event of a termination of this Agreement, except (i) with respect to surviving provisions hereof as set forth above in this Section 7.2 and (ii) to the extent that such termination results from the willful violation by such party of its obligations under this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with terminates pursuant to Section 7.0112.1, this Agreement it shall become null and void and of have no further force and effect with no liability or effect, except that any such termination shall be without prejudice to any Person on the part rights of any Party hereto (party on account of the nonsatisfaction of the conditions set forth in Articles 7 and 8 resulting from the intentional or any officerwillful breach or violation of the representations, agentwarranties, employeecovenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, direct or indirect holder of any equity interest or securitiesSections 12.3, or Affiliates of any Party); provided, however, that this Section 7.03 13.2 and Article IX 13.6 shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.02, Article VIII and Article IX shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with effect, and there shall be no liability to any Person on the part of any Party hereto (party to this Agreement or any officertheir respective officers, agentdirectors, employeeemployees, direct or indirect holder agents, partners, members, shareholders, Representatives and Affiliates, except that the provisions of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.02 and Article IX VIII (Miscellaneous) shall survive the termination of this Agreement and that nothing herein shall relieve any Party party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreementsuch termination.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.02, Article VIII and Article IX shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 7.0110.1 hereof, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Partyparty hereto); provided, however, that this Section 7.03 10.2, and Article IX 11 (Miscellaneous) shall survive the termination of this Agreement and nothing herein shall relieve any Party party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 7.0110.1 hereof, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party)effect; provided, however, that this Section 7.03 and Article IX none of the parties hereto shall survive the termination of this Agreement and nothing herein shall relieve any Party from have any liability for fraud or any willful and material breach in respect of the provisions of this Agreement prior to the a termination of this Agreement., except that the provisions of

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.0112.1, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party)effect; provided, however, that the provisions of this Section 7.03 12.2 and Article IX XIV (Miscellaneous) shall survive the termination of this Agreement and that nothing herein shall relieve any Party party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreementsuch termination.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 7.0111.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party)effect; provided, however, that none of the parties hereto shall have any liability in respect of a termination of this Agreement, except that the provisions of Sections 8.02(b) and 8.02(c), this Section 7.03 11.04 and Article IX 13 shall survive the termination of this Agreement and that nothing herein shall relieve any Party party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If Subject to the provisions of Section 8.02, if this Agreement is terminated by in accordance with Section 7.018.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 8.04 and Article IX X shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, 7.01 of this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.02, Article VIII and Article IX X shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 and Article IX 0 shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.02, Article VIII, Article IX and Article IX X shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.018.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 8.02, Article IX, Article X and Article IX XI shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.016.1 hereof and the transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect with no effect, without any liability to any Person on the part of any Party hereto party hereto, except for the provisions of Sections 4.5(b) (or any officerfinal proviso only), agent4.7, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 6.2 and Article IX IX, and except that the Confidentiality Agreement shall survive remain in effect in accordance with its terms. Notwithstanding the termination of foregoing, nothing in this Agreement and nothing herein Section 6.2 shall relieve any Party from any party to this Agreement of liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with pursuant to Section 7.0110.1, this Agreement shall become null and void and of have no further force and effect with no liability or effect, except that (i) any such termination shall be without prejudice to any Person on the part rights of any Party hereto (or any officer, agent, employee, direct or indirect holder party on account of any equity interest or securities, or Affiliates the nonsatisfaction of any Party); provided, however, that this Section 7.03 the conditions set forth in Articles 7 and Article IX shall survive 8 resulting from the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement and (ii) the provisions of this Agreement prior to the Section 10.2, Section 2.5 and Article 11 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.0110.1, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party)effect; provided, however, that (a) the provisions of Section 6.2 (Confidentiality), Section 6.6 (Publicity), this Section 7.03 10.2 (Survival After Termination), Article IX (Indemnification), and Article IX XI (Miscellaneous) shall survive the termination of this Agreement and (b) nothing herein shall relieve any Party from any liability for fraud fraud. Subject to aforesaid, neither Party shall have any claim or any willful and material breach of liability towards the provisions of this Agreement prior to the termination of this Agreementother.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 7.03, Article VIII and Article IX X shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 and Article IX shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement occurring prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.018.1 hereof and the Transactions are not consummated, this Agreement shall become void and of no further force and effect with no liability to any Person on and each Party shall pay its own Transaction Expenses, except that (i) the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that provisions set forth in Article 9 and this Section 7.03 and Article IX 8.2 shall survive the termination of this Agreement and (ii) nothing herein in this Agreement shall relieve any Party from any liability for fraud or any Liability from the willful and material breach of the provisions or willful and material default under any representation, warranty or covenant made by such Party or any of this Agreement prior to the termination of its Affiliates under this Agreement.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 7.0116, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Partyparty hereto); provided, however, that this Section 7.03 and Article IX shall survive the termination of this Agreement and nothing herein shall relieve any Party party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Survival After Termination. If this Agreement is terminated by the parties in accordance with Section 7.0111.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party)effect; provided, however, that none of the parties hereto shall have any liability in respect of a termination of this Agreement, except that the provisions of Sections 8.02(b) and 8.02(c), this Section 7.03 11.04 and Article IX 13 shall survive the termination of this Agreement and that nothing herein shall relieve any Party party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.. ARTICLE 12

Survival After Termination. If this Agreement is terminated by in accordance with Section 7.018.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03 8.02, Article IX and Article IX X shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.