Common use of Survival After Termination Clause in Contracts

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and the Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 and 4.7, this Section 10.2, Sections 10.3, 11.1 and 11.2 and Article 12 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 12.1 and the Contemplated Transactions transactions contemplated hereby are not consummated, this Agreement shall become null and void and have no further force or effect; provided, except that any such termination shall not affect the rights set forth in Section 12.1(c) and shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 6.2, 6.3, 6.4 and 4.712.1(c), this Section 10.2, Sections 10.3, 11.1 and 11.2 12.2 and Article 12 13 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates is terminated pursuant to Section 10.1 8.1 and the Contemplated Transactions transactions contemplated hereby are not consummated, or if the Bankruptcy Court does not approve this Agreement or the transactions contemplated hereby, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction of the conditions set forth in Articles Sections 6 and 7 and 8 or on account of the termination of this Agreement, each resulting from the fraud or intentional or willful breach or violation of the representations, warranties, covenants or agreements misconduct of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 and 4.75.2 (Confidentiality), 5.3 (Expenses), 8.2, 8.3, this Section 10.2, Sections 10.3, 11.1 8.5 and 11.2 and Article 12 Section 9 (Miscellaneous) shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 11.1 and the Contemplated Transactions transactions contemplated hereby are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 6.2(b) and 4.76.4, this Section 10.2, Sections 10.3, 11.1 and 11.2 and Article 12 Articles 13 and 14 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates is terminated pursuant to Section 10.1 7.1 and the Contemplated Transactions transactions contemplated hereby are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 5 and 8 or on account of the termination of this Agreement, each 6 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 and 4.74.2, 4.3, 4.4, this Section 10.2, Sections 10.3, 11.1 7.2 and 11.2 and Article 12 Section 8 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to is terminated in accordance with Section 10.1 12.1 hereof and the Contemplated Transactions transactions contemplated hereby are not consummated, this Agreement shall become null and void and have of no further force or and effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction of the conditions provisions set forth in Articles 7 Section 6.2(b), Section 7.5, this Section 12.2 and 8 or on account of ARTICLE XIII shall survive the termination of this Agreement, each resulting from the intentional or willful breach or violation . None of the representations, warranties, covenants parties hereto shall have any liability or agreements obligation in respect of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 and 4.7, this Section 10.2, Sections 10.3, 11.1 and 11.2 and Article 12 shall survive any a termination of this Agreement, except for (a) any breach by such party prior to termination and (b) obligations under Section 6.2(b), Section 7.5, this Section 12.2 and ARTICLE XIII.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 12.1 and the Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 6.3, 6.4, 6.5 and 4.76.17, this Section 10.2, Sections 10.3, 11.1 and 11.2 12.2 and Article 12 13 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and the Contemplated Transactions are Transaction is not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 5.2 and 4.76.1, this Section 10.210.2 and Sections 11.2, Sections 10.3, 11.1 11.8 and 11.2 and Article 12 11.10 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 8.1 and the Contemplated Transactions transactions contemplated hereby are not consummated, , (a) this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party Party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 and 8 Article VI or on account of the termination of this Agreement, each Article VII resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party Party under this Agreement. Notwithstanding ; and (b) notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 and 4.7Section 5.6, this Section 10.2, Sections 10.3, 11.1 and 11.2 8.2 and Article 12 X shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to is terminated in accordance with Section 10.1 13.1 hereof and the Contemplated Transactions transactions contemplated hereby are not consummated, this Agreement shall become null and void and have of no further force or and effect; provided, except however, that any such termination shall be without prejudice to the rights of any party on account none of the non-satisfaction parties hereto shall have any liability in respect of the conditions set forth in Articles 7 and 8 this Agreement or on account of arising from the termination of this Agreement, each resulting except to the extent that failure to satisfy the conditions of Articles 10 or 11 results from the intentional or willful breach or violation by such party of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, or the provisions of Sections 3.26 any agreement made or to be made pursuant to this Agreement and 4.7, this except that the provisions of Section 10.2, Sections 10.3, 11.1 and 11.2 9.2(b) and Article 12 shall survive any the termination of this AgreementAgreement for the periods provided by their respective provisions.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and the Contemplated Transactions are Transaction is not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 5.2, 5.3, 5.5 and 4.76.1, Article 9, this Section 10.210.2 and Sections 11.1, Sections 10.3, 11.1 11.7 and 11.2 and Article 12 11.9 shall survive any termination of this Agreementthe Closing.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 12.1 and the Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this 35 41 Agreement to the contrary, the provisions of Sections 3.26 6.3, 6.4, 6.5 and 4.76.16, this Section 10.2, Sections 10.3, 11.1 and 11.2 12.2 and Article 12 13 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 13.1 and the Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 8 and 8 or on account of the termination of this Agreement, each 9 resulting from the intentional or willful breach or violation of the representationsrepresenta tions, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 7.3, 7.4 and 4.77.5, this Section 10.2, Sections 10.3, 11.1 13.2 and 11.2 Articles 10 and Article 12 14 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to is terminated in accordance with Section 10.1 and the Contemplated Transactions are not consummated9.1, this Agreement shall become null and void and have of no further force or effect, except that any such termination and effect and there shall be without prejudice no liability or obligation hereunder; provided, however, that the provisions of this Section 9.2 and ARTICLE XI (Miscellaneous) (in each case including the respective meanings ascribed to the rights of any party related capitalized terms on account of the non-satisfaction of the conditions set forth in Articles 7 and 8 or on account of Annex A (Definitions)) shall survive the termination of this Agreement, each resulting Agreement and that nothing herein shall relieve any Party from the intentional any liability for Fraud or any willful breach or violation of the representations, warranties, covenants or agreements provisions of another party under this Agreement. Notwithstanding anything in this Agreement prior to such termination. For the avoidance of doubt and notwithstanding anything to the contrary, (a) nothing shall limit or prevent any Party from exercising any rights or remedies it may have under Section 11.7 in lieu of terminating this Agreement pursuant to Section 9.1 and the provisions of Sections 3.26 and 4.7, this Section 10.2, Sections 10.3, 11.1 and 11.2 and Article 12 Confidentiality Agreement shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates is terminated pursuant to Section 10.1 7.1 and the Contemplated Transactions transactions contemplated hereby are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 5 and 8 or on account of the termination of this Agreement, each 6 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 and 4.74.2, 4.3, 7.2, this Section 10.27.3, Sections 10.3, 11.1 and 11.2 and Article 12 Section 9 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to is terminated in accordance with Section 10.1 and the Contemplated Transactions are not consummated9.1, this Agreement shall become null and void and have of no further force or effect, except that any such termination and effect and there shall be without prejudice no liability or obligation hereunder; provided, however, that the provisions of this Section 9.2, Section 9.3 and Article XI (Miscellaneous) (in each case including the respective meanings ascribed to the rights of any party related capitalized terms on account of the non-satisfaction of the conditions set forth in Articles 7 and 8 or on account of Annex A (Definitions)) shall survive the termination of this Agreement, each resulting Agreement and that nothing herein shall relieve any Party from the intentional any liability for Fraud or any willful breach or violation of the representations, warranties, covenants or agreements provisions of another party under this Agreement. Notwithstanding anything in this Agreement prior to such termination. For the avoidance of doubt and notwithstanding anything to the contrary, (a) subject to Section 9.3, nothing shall limit or prevent any Party from exercising any rights or remedies it may have under Section 11.7 in lieu of terminating this Agreement pursuant to Section 9.1 and (b) the provisions of Sections 3.26 and 4.7, this Section 10.2, Sections 10.3, 11.1 and 11.2 and Article 12 Confidentiality Agreement shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 12.1 and the Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 6.3, 6.4 and 4.76.5, this Section 10.2, Sections 10.3, 11.1 and 11.2 12.2 and Article 12 13 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 8.1 and the Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 6 and 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 5.2 and 4.75.3, this Section 10.2, Sections 10.3, 11.1 and 11.2 8.2 and Article 12 9 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates ---- -------------------------- pursuant to Section 10.1 12.1 and the Contemplated Transactions contemplated transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 9 and 8 or on account of the termination of this Agreement, each 10 resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, (i) the provisions of Section 6.2 relating to the obligation of the Buyer to keep confidential and not to use certain information and data obtained by it from the Company, and to return documents to the Company and (ii) the provisions of Sections 3.26 and 4.76.4, this Section 10.2, Sections 10.3, 11.1 and 11.2 13.2 and Article 12 14 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 11.1 and the Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 5.2 and 4.76.1, this Section 10.2, Sections 10.3, 11.1 and 11.2 and Article 12 Sections 12.2, 12.8 and 12.10 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and 12.1, it shall subject to the Contemplated Transactions are not consummatedlimitations set forth in Article 11, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction nonsatisfaction of the conditions condi tions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 Sec tions 6.4, 6.5, 13.2 and 4.7, this Section 10.2, Sections 10.3, 11.1 and 11.2 and Article 12 13.6 shall survive any termination of this Agreement.

Survival After Termination. If this Agreement terminates pursuant to Section 10.1 and the Contemplated Transactions are not consummated, this Agreement shall become null and void and have no further force or effect, except that any such termination shall be without prejudice to the rights of any party on account of the non-satisfaction of the conditions set forth in Articles 7 and 8 or on account of the termination of this Agreement, each resulting from the intentional or willful breach or violation of the representations, warranties, covenants or agreements of another party under this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3.26 and 4.74.6, this Section 10.2, 10.2 and Sections 10.3, 11.1 11.1, 11.2, 12.2, 12.3, 12.8 and 11.2 and Article 12 12.10 shall survive any termination of this Agreement.