Common use of Survival After Termination Clause in Contracts

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof and the Transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, except for the provisions of Section 5.6, Section 5.9 and this Section 9.2 and Article X. None of the parties hereto shall have any liability in the event of a termination of this Agreement, except 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 in accordance with Section 9.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 7.12, Section 5.9 12.5 and 12.11 and this Article 9. Notwithstanding the foregoing, nothing in this Section 9.2 and Article X. None shall relieve any party to this Agreement of liability for a breach of any provision of this Agreement or any agreement made as of the parties hereto shall have any liability in the event of a termination of this Agreement, except date hereof or subsequent thereto pursuant 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 in accordance with Section 9.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement, each Ancillary Agreement and the Consulting Agreement (other than any Ancillary Agreement that this Agreement or such Ancillary Agreement provides shall become effective in the event of such termination) shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6, Section 5.9 and this Section 9.2 and Article X. None Sections 7.3, 7.12, 7.15, 12.5, 12.11 and 12.13. Notwithstanding the foregoing, nothing in this Section 9.2 shall relieve any Party to this Agreement of liability for a breach of any provision of this Agreement or any agreement made as of the parties hereto shall have any liability in the event of a termination of this Agreement, except date hereof or subsequent thereto pursuant 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 in accordance with Section 9.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 6.6 and 6.10. Notwithstanding the foregoing, Section 5.9 and nothing in this Section 9.2 and Article X. None IX shall relieve any party to this Agreement of the parties hereto shall have liability for a willful breach of any liability in the event of a termination provision of this Agreement, except 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 in accordance with Section 9.1 10.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect, except for the provisions of Section 5.6, Section 5.9 and this Section 9.2 and Article X. None none of the parties hereto shall have any liability in the event respect of a termination of this Agreement, except to the extent that such termination failure to satisfy the conditions of Articles VIII or IX results from the willful violation by such party of its obligations under this Agreement or the provisions of any agreement made or to be made pursuant to this Agreement; provided, however, that Sections 7.2(b) and (c) hereof and Section 12.2 hereof shall survive the termination of this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 8.1 hereof and the Transactions transactions contemplated hereby are not consummated, except as otherwise specifically provided herein, this Agreement shall become void and of no further force and effect, without any Liability on the part of any party hereto (or any of its Representatives), except for the provisions of Section 5.6, Section 5.9 Sections 7.2 and 11.2 and this Section 9.2 and 8.2. Notwithstanding the foregoing, nothing in this Section 8.2 or in Article X. None 9 shall relieve any party to this Agreement of liability for a willful breach of any representation, warranty, agreement, covenant or other provision of this Agreement or any agreement made as of the parties hereto shall have any liability in the event of a termination of this Agreement, except date hereof or subsequent thereto pursuant 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 in accordance with Section 9.1 7.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6, Section 5.9 and this Section 9.2 7.2, the first sentence of Section 5.10 and Article X. None clause (i) of the parties hereto second sentence of Section 5.10. Notwithstanding the foregoing, nothing in this Section 7.2 shall have relieve any party to this Agreement of liability in the event for a willful breach of a termination any provision of this Agreement, except Agreement or any agreement made as of the date hereof or subsequent thereto pursuant 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 the parties in accordance with Section 9.1 hereof and the Transactions contemplated hereby are not consummated10.1 hereof, this Agreement shall become void and of no further force and effect; provided, except for the provisions of Section 5.6however, Section 5.9 and this Section 9.2 and Article X. None that none of the parties hereto shall have any liability in the event respect of a termination of this Agreement, except that the provisions of Section 7.2(b) (Confidential Information), Section 7.2(d) (Public Announcements), ARTICLE 12, and all related definitions shall survive the termination of this Agreement; provided, that nothing herein shall relieve any party from any liability for any willful breach of the provisions of this Agreement prior 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 in accordance with Section 9.1 hereof 12.1 and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, effect (except for the provisions of Section 5.6obligations under Sections 5.3, Section 5.9 6.1 and this Section 9.2 and Article X. None 10.2); provided, however, that none of the parties hereto shall have any liability in the event respect of a termination of this Agreement, except 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 in accordance with Section 9.1 hereof 11.1 and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, except for the provisions of Section 5.6, Section 5.9 and this Section 9.2 7.12 and Article X. None X and the provisions of the Confidentiality Agreements referred to in Section 7.9. Except as set forth in Section 11.3, none of the parties hereto shall have any liability in the event of a termination of this Agreement, except to the extent that such termination results from the willful violation by such party of any of its obligations under this Agreement or any agreement made as of February 13, 1997 or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 7.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 4.10 and 4.14. Notwith- standing the foregoing, Section 5.9 and nothing in this Section 9.2 and Article X. None 7.2 shall re- lieve any party to this Agreement of liability for a material breach of any provision of this Agreement or any agreement made as of the parties hereto shall have any liability in the event of a termination of this Agreement, except date hereof or subsequent thereto pursuant 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 -------------------------- in accordance with Section 9.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 6.10 and 6.13. Notwithstanding the foregoing, Section 5.9 and nothing in this Section 9.2 and Article X. None shall relieve any party to this Agreement of liability for a material breach of any provision of this Agreement or any agreement made as of the parties hereto shall have any liability in the event of a termination of this Agreement, except date hereof or subsequent thereto pursuant 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 in accordance with Section 9.1 hereof 12.1 and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, except for the provisions of Section 5.65.5; provided, Section 5.9 and this Section 9.2 and Article X. None however, that none of the parties hereto shall have any liability in the event respect of a termination of this Agreement, Agreement except to the extent that such termination failure to satisfy the conditions of Article VI or Article VII, as the case may be, results from the willful violation by of such party of its obligations under contained in this Agreement or any Schedules and Exhibits delivered pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 hereof and the Transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, except for the provisions of Section 5.6, Section 5.9 5.8 and this Section 9.2 and Article X. None of the parties hereto shall have any liability in the event of a termination of this Agreement, except to the extent that such termination results from the willful violation by such party of any of its representations, warranties, covenants or obligations under this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 8.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 6.5 and 6.9. Notwithstanding the foregoing, Section 5.9 and nothing in this Section 9.2 and Article X. None 8.2 shall relieve any party to this Agreement of the parties hereto shall have liability for a willful breach of any liability in the event of a termination provision of this Agreement, except 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 in accordance with Section 9.1 7.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 5.5(a), Section 5.9 (c) and (d), 5.8, this Section 9.2 7.2 and Article X. None of X, and except that the parties hereto Confidentiality Agreement shall have remain in effect in accordance with its terms. Notwithstanding the foregoing, nothing in this Section 7.2 shall relieve any party to this Agreement from any liability for any Willful Breach of any covenant or obligation contained in the event of a termination of this Agreement, except 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 in accordance with Section 9.1 hereof and the Transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, except for the provisions of Section 5.6, Section 5.9 and this Section 9.2 and Article X. None of the parties hereto shall have any liability in the event of a termination of this Agreement, except to the extent that such termination results from the willful violation by such party of its obligations under this Agreement.. ARTICLE X

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 7.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 4.8 and 4.12. Notwithstanding the foregoing, Section 5.9 and nothing in this Section 9.2 and Article X. None 7.2 shall relieve any party to this Agreement of liability for a material breach of any provision of this Agreement or any agreement made as of the parties hereto shall have any liability in the event of a termination of this Agreement, except date hereof or subsequent thereto pursuant 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 in accordance with Section 9.1 10.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, except for that the provisions of set forth in Section 5.65.2(b), Section 5.9 5.2(c), Section 6.6, Section 10.2 and Section 11.1 shall survive the termination of this Section 9.2 and Article X. Agreement. None of the parties hereto shall have any liability in the event respect of a termination of this Agreement, except with respect to the extent that Section 5.2(b), Section 5.2(c), Section 6.6, Section 10.2 and Section 11.1 and except for any liability for any breach of this Agreement prior to any such termination results from the willful violation by such party of its obligations under this Agreementtermination.

Survival After Termination. If this Agreement is terminated in -------------------------- accordance with Section 9.1 8.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 6.5 and 6.9. Notwithstanding the foregoing, Section 5.9 and nothing in this Section 9.2 and Article X. None 8.2 shall relieve any party to this Agreement of the parties hereto shall have liability for a willful breach of any liability in the event of a termination provision of this Agreement, except 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 in accordance with Section 9.1 7.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 4.9 and 4.17. Notwithstanding the foregoing, Section 5.9 and nothing in this Section 9.2 and Article X. None 7.2 shall relieve any party to this Agreement of liability for a material breach of any provision of this Agreement or any agreement made as of the parties hereto shall have any liability in the event of a termination of this Agreement, except date hereof or subsequent thereto pursuant 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 the parties in accordance with Section 9.1 hereof and the Transactions contemplated hereby are not consummated11.1 hereof, this Agreement shall become void and of no further force and effect; provided, except for the provisions of Section 5.6however, Section 5.9 and this Section 9.2 and Article X. None that none of the parties hereto shall have any liability in the event respect of a termination of this Agreement, except that the provisions of Section 8.2(b) (Confidential Information), and ARTICLE XIV (Miscellaneous) shall survive the termination of this Agreement, and that nothing herein shall relieve the Company or the Stockholders from any liability for any intentional or willful breach of the provisions of this Agreement prior 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 in accordance with Section 9.1 hereof 11.1 and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, except for the provisions of Section 5.6, Section 5.9 and this Section 9.2 7.12 and Article X. X and the provisions of the Confidentiality Agreements referred to in Section 7.9. None of the parties hereto shall have any liability in the event of a termination of this Agreement, except to the extent that such termination results from the willful violation by such party of any of its obligations under this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

Survival After Termination. If this Agreement is terminated in accordance with Section 9.1 SECTION 11.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, except for the provisions of Section 5.6SECTIONS 6.6 and 7.2 and ARTICLES 13, Section 5.9 21 and this Section 9.2 and Article X. None 22 provided, however, that the termination shall not relieve any party of the parties hereto shall have any liability in the event of a termination for any breach of this Agreement, except 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 the parties in accordance with Section 9.1 hereof and the Transactions contemplated hereby are not consummated8.01 hereof, this Agreement shall become void and of no further force and effect, except for the provisions of Section 5.6, Section 5.9 effect and this Section 9.2 and Article X. None none of the parties hereto shall have any liability in the event respect of a termination of this Agreement, except that the provisions of Section 6.03, Section 6.17, this Section 8.02, and Article 9 shall survive the termination of this Agreement and except that nothing herein shall relieve any party from any liability for any breach of the provisions of this Agreement (including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein) prior 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 in accordance with Section 9.1 6.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 4.5(b), Section 5.9 4.5(d), 4.7 and this Section 9.2 6.2 and Article X. None IX, and except that the Confidentiality Agreement as modified by Section 4.5(a) shall remain in effect in accordance with its terms. Notwithstanding the foregoing, nothing in this Section 6.2 shall relieve any party to this Agreement of the parties hereto shall have liability for any liability in the event of a termination willful breach of this Agreement, except 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 in accordance with Section 9.1 7.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 2.12, Section 5.9 3.5, 4.5, 5.9(a) (the first sentence only), 5.9(d) and 5.13 and this Section 9.2 and Article X. None 7.2. Notwithstanding the foregoing, nothing in this Section 7.2 shall relieve any party to this Agreement of liability for a breach of any provision of this Agreement or any agreement made as of the parties hereto shall have any liability in the event of a termination of this Agreement, except date hereof or subsequent thereto pursuant 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 the parties in accordance with Section 9.1 hereof and the Transactions contemplated hereby are not consummated10.1 hereof, this Agreement shall become void and of no further force and effect; provided, except for the provisions of Section 5.6however, Section 5.9 and this Section 9.2 and Article X. None that none of the parties hereto shall have any liability in the event respect of a termination of this Agreement, except that the provisions of Section 7.2(b) (Confidential Information), Section 7.2(e) (Public Announcements), 10.3 (Maximum Recovery), ARTICLE 13, and all related definitions shall survive the termination of this Agreement; provided, that nothing herein shall relieve any party from any liability for any wilful breach of the provisions of this Agreement prior 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 the parties hereto in accordance with Section 9.1 hereof and the Transactions contemplated hereby are not consummated10.1 hereof, this Agreement shall become void and of no further force and effect, except for the provisions of Section 5.6, Section 5.9 effect and this Section 9.2 and Article X. None none of the parties hereto shall have any liability in the event respect of a termination of this Agreement, except that the provisions of Section 7.2(b), Section 7.2(c), this Section 10.2, Article 12 and any provisions of Article 1 required for the interpretation of the foregoing provisions shall survive the termination of this Agreement and that nothing herein shall relieve any party hereto from any liability for any material breach of the provisions of this Agreement prior 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 in accordance with Section 9.1 6.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for that the provisions of Sections 4.4(a) and (d), 4.7, this Section 5.66.2, Article VIII, Section 5.9 9.8, and Section 9.9 and the Confidentiality Agreement shall remain in effect in accordance with their terms. Notwithstanding the foregoing, nothing in this Section 9.2 6.2 shall relieve any party to this Agreement of liability for any willful and Article X. None of the parties hereto shall have any liability in the event of a termination material breach of this Agreement, except 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 the parties in accordance with Section 9.1 hereof and the Transactions contemplated hereby are not consummated10.1 hereof, this Agreement shall become void and of no further force and effect, except for the provisions of Section 5.6, Section 5.9 effect and this Section 9.2 and Article X. None none of the parties hereto shall have any liability in the event respect of a termination of this Agreement, except that the provisions of Section 7.2(b), Section 7.2(d), Section 7.16, this Section 10.2, Section 10.3, Article 12, Article 13 and any provisions of Article 1 required for the interpretation of the foregoing provisions shall survive the termination of this Agreement and that nothing herein shall relieve the Guarantor or the Seller from any liability for any breach of the provisions of this Agreement prior 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 in accordance with Section 9.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement and each Ancillary Agreement shall become void and of no further force and effect, without any liability on the part of any party hereto, except for the provisions of Section 5.6Sections 7.15, Section 5.9 11.5, 11.8, 11.9 and 11.10 and this Article 9. Notwithstanding the foregoing, nothing in this Section 9.2 and Article X. None shall relieve any party to this Agreement of liability for a breach of any provision of this Agreement or any agreement made as of the parties hereto shall have any liability in the event of a termination of this Agreement, except date hereof or subsequent thereto pursuant 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 in accordance with Section 9.1 11.1 hereof and the Transactions transactions contemplated hereby are not consummated, this Agreement shall will become void and of no further force and effect, except for that the provisions of Section 5.6, Section 5.9 and set forth in this Section 9.2 11.2, and in Sections 7.1(c) and 7.6(a) and Article X. XII hereof will survive the termination of this Agreement. None of the parties hereto shall will have any liability Liability in the event respect of a termination of this Agreement, except with respect to the extent that this Section 11.2 and Sections 7.1(c), 7.6(a), 12.1 and 12.2 hereof and except for any Liability for any breach of this Agreement prior to any such termination results from the willful violation by such party of its obligations under this Agreementtermination.