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 null and void and of no further force and effect except (i) for the provisions of Sections 5.5, 6.1(e), 9.2, 12.2, 12.3, 12.6, and 12.7 hereof and (ii) that the termination of this Agreement for any reason shall not relieve any party hereto from any liability or obligations which at the time of termination had already accrued to another party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such termination; provided that the Confidentiality Agreement shall remain in full force and effect.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Westpoint Stevens Inc), Stock Purchase Agreement (Dyersburg Corp)

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 consummatedhereof, this Agreement shall become null and void and of no further force and effect and there shall be no Liability under this Agreement on the part of any party hereto, except that (ia) for the provisions of Sections 5.5, 6.1(eSection 9.2 (Termination Fee; Expenses), 9.2this Section 9.3 (Survival After Termination), 12.2Section 7.2(b) (Confidential Information), 12.3, 12.6the last sentence of Section 7.15(d) (Buyer’s Financing Obligations) and Article XII (Miscellaneous) shall survive the termination of this Agreement, and 12.7 hereof and (iib) that nothing herein shall relieve any party from any Liability for any intentional or willful breach of the provisions of this Agreement prior to the termination of this Agreement or for any reason shall not relieve any party hereto from any liability or obligations which at the time of termination had already accrued to another party hereto or which thereafter may accrue in respect of any act or omission actual, knowing and intentional fraud of such party prior to such termination; provided that the Confidentiality Agreement shall remain in full force and effectparty.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Avista Capital Partners GP, LLC), Stock Purchase Agreement (Angiodynamics Inc)

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 null and void and of no further force and effect except (i) for effect; provided, however, that, subject in all events to the provisions of Sections 5.5Section 12.10, 6.1(enone of the parties hereto shall have any liability in respect of a termination of this Agreement, except that (a) the provisions of Section 7.3(c), 9.2the last sentence of Section 7.4(a), 12.2, 12.3, 12.6this Section 10.2, and 12.7 hereof and (ii) that Article 12 shall each survive the termination of this Agreement for any reason and (b) nothing herein shall not relieve any party hereto from any liability or obligations which at for any willful and material breach of the time provisions of termination had already accrued to another party hereto or which thereafter may accrue in respect of any act or omission of this Agreement by such party party, prior to such termination; provided that the Confidentiality Agreement termination of this Agreement, in which case the non-breaching party shall remain be entitled to all rights and remedies available at law or in full force and effectequity.

Appears in 1 contract

Sources: Agreement and Plan of Merger (M III Acquisition Corp.)

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 null and void and of no further force and effect effect; provided, however, that none of the parties hereto shall have any liability in respect of a termination of this Agreement, except (i) for that the provisions of Sections 5.5, 6.1(eSection 7.2(b) (Confidential Information), 9.212.1 (Expenses), 12.212.12 (Governing Law), 12.312.13 (Dispute Resolution), 12.6, 12.14 (Consent to Jurisdiction) and 12.7 hereof and 12.15 (iiWaiver of Jury Trial) that shall survive the termination of this Agreement for any reason and that nothing herein shall not relieve any party hereto from any liability or obligations which at for any material breach of the time provisions of termination had already accrued to another party hereto or which thereafter may accrue in respect of any act or omission of such party this Agreement prior to such termination; provided that the Confidentiality Agreement shall remain in full force and effecttermination of this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Domtar CORP)

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 consummated9.1, this Agreement shall become null and void and of no further force and effect except (i) for effect, and none of the parties hereto shall have any liability in respect of a termination of this Agreement; provided, however, that the provisions of Sections 5.5, 6.1(eSection 6.2(c) (Confidentiality), 9.2Section 6.2(e) (Public Announcements), 12.2, 12.3, 12.6, Article 11 (Miscellaneous) (other than Section 11.15 (Release)) and 12.7 hereof and (ii) that this Section 9.2 shall each survive the termination of this Agreement for any reason and that nothing herein shall not relieve any party hereto from any liability or obligations which at for any willful breach of the time provisions of termination had already accrued to another party hereto or which thereafter may accrue in respect of any act or omission of such party this Agreement, prior to such termination; provided that the Confidentiality Agreement termination of this Agreement, in which case the non-breaching party shall remain be entitled to all rights and remedies available at law or in full force and effectequity.

Appears in 1 contract

Sources: Securities Purchase Agreement (Martin Marietta Materials Inc)

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 null and void and of no further force and effect effect; provided, however, that none of the parties hereto shall have any liability in respect of a termination of this Agreement, except (i) for that the provisions of Sections 5.54.7, 6.1(e5.21 and 6.6 (Brokers), 9.2Section 7.2(b) (Confidential Information), 12.2, 12.3, 12.6, this Section 11.2 and 12.7 hereof and ARTICLE 12 (iiexcluding Section 12.14 (Conveyance Taxes)) that shall survive the termination of this Agreement for any reason and that nothing herein shall not relieve any party hereto from any liability or obligations which at for any material breach of the time provisions of termination had already accrued to another party hereto or which thereafter may accrue in respect of any act or omission of such party this Agreement prior to such termination; provided that the Confidentiality Agreement shall remain in full force and effecttermination of this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Tube City IMS CORP)

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, this Agreement shall become null and void and of no further force and effect effect; provided, however, that none of the parties hereto shall have any liability in respect of a termination of this Agreement, except (i) for that the provisions of Sections 5.5, 6.1(e7.2(b) (Access to Information; Confidentiality; Public Announcements), 9.210.2 (Survival After Termination), 12.210.3 (Fees and Expenses Following Termination), 12.3, 12.6, Article 11 (Miscellaneous) and 12.7 hereof and (ii) that the Confidentiality Agreement shall each survive the termination of this Agreement for any reason and, subject to Sections 10.3(b) and 10.3(c), no such termination shall not relieve any party hereto from any liability resulting from a willful and material breach of this Agreement, in which case the non-breaching party shall be entitled to all rights and remedies available at Law or obligations which at the time of termination had already accrued to another party hereto or which thereafter may accrue in respect of any act or omission of such party prior to such termination; provided that the Confidentiality Agreement shall remain in full force and effectequity.

Appears in 1 contract

Sources: Merger Agreement (Snap One Holdings Corp.)

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 consummatedhereof, this Agreement shall become null and void and of no further force and effect and there shall be no Liability under this Agreement on the part of any party hereto, except that (ia) for the provisions of Sections 5.5, 6.1(ethis Section 9.2 (Survival After Termination), 9.2, 12.2, 12.3, 12.6Section 7.2(b) (Confidential Information), and 12.7 hereof and Article XII (iiMiscellaneous) that shall survive the termination of this Agreement for any reason and (b) nothing herein shall not relieve any party hereto from any liability Liability for any intentional or obligations which at willful breach of the time provisions of this Agreement prior to the termination had already accrued to another party hereto of this Agreement or which thereafter may accrue in respect of any act for actual, knowing or omission intentional fraud of such party prior to such termination; provided that the Confidentiality Agreement shall remain in full force and effectparty.

Appears in 1 contract

Sources: Stock Purchase Agreement (Angiodynamics Inc)