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Effect of Termination. This Agreement may only be terminated in the circumstances described in [Section 7.1] and pursuant to a written notice delivered by the applicable party to the other applicable parties, which sets forth the basis for such termination, including the provision of [Section 7.1] under which such termination is made. In the event of the valid termination of this Agreement pursuant to [Section 7.1], this Agreement shall forthwith become void, and there shall be no Liability on the part of any party or any of their respective Representatives, and all rights and obligations of each party shall cease, except: # [Sections 5.5] (Confidentiality), 5.6 (Publicity), 5.7 (No Trading), 7.3 (Fees and Expenses), ARTICLE IX and this [Section 7.2] shall survive the termination of this Agreement, and # nothing herein shall relieve any party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud claim against such party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in [Section 7.3] and this [Section 7.2], and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with [Section 9.9], the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to [Section 7.1].

Effect of Termination. ThisIf this Agreement may only beis terminated in the circumstances describedas provided in Section 7.1 and pursuant to a written notice delivered by the applicable party to the other applicable parties, which sets forth the basis for such termination, including the provision of Section 7.11, all further obligations under which such termination is made. In the event of the valid termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void,will terminate and there shall be no Liability on the partParty hereto will have any liability in respect of any party or any of their respective Representatives, and all rights and obligations of each party shall cease, except: # Sections 5.5 (Confidentiality), 5.6 (Publicity), 5.7 (No Trading), 7.3 (Fees and Expenses), ARTICLE IX and this Section 7.2 shall survive the termination of this Agreement,Agreement; provided, however, that # the confidentiality obligations of Buyer and Seller described in Section 4.3 will survive any such termination and # nothing herein shallno such termination will relieve any partyParty from Liabilityliability for any willful breach of any representation, warranty, covenantfraud or obligation under this Agreement or any Fraud claim against such party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in Section 7.3 and this Section 7.2, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 9.9, the Parties’ sole right prior to the Closing with respect tofor any breach of any representation, warranty, covenant or other agreement containedset forth in this Agreement by another partyprior to such termination and in the event of fraud or such breach, the Parties hereto will be entitled to exercise any and all remedies available under law or equity in accordance with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 7.1.Agreement.

Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 7.1 and pursuant to a written notice delivered by the applicable party to the other applicable parties, which sets forth the basis for such termination, including the provision of Section 7.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant toas provided in Section 7.6.1, this Agreement shall forthwith become void,null and void and there shall be no Liability on the part of any party or any of their respective Representatives, and all rights and obligations of each party shall cease, except: # Sections 5.5 (Confidentiality), 5.6 (Publicity), 5.7 (No Trading), 7.3 (Fees and Expenses), ARTICLE IX andParty except for this Section 7.26.3 and Article VII and Article VIII, each of which shall survive the termination of this Agreement, and #termination; provided, however, nothing herein shall relieve any partyParty from Liability for any willful breach of any representation, warranty, covenantof the representations, warranties, covenants or obligation under this Agreement or any Fraud claim against such party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in Section 7.3 and this Section 7.2, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 9.9, the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement containedagreements set forth in this Agreement by another party or with respectoccurring prior to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 7.1.such termination.

EffectIf this Agreement is terminated, this Agreement shall become null and void and of Termination. This Agreement may onlyno further force and effect, except for the following provisions which shall survive such termination: [Section 5.04(b)] (Publicity); [Section 5.06] (Expenses); [Section 9.01] (Termination); this [Section 9.02] (Effect of Termination) and [Article 10] (Miscellaneous). Nothing in this [Section 9.02] shall be terminated in the circumstances described in Section 7.1 and pursuantdeemed to a written notice delivered by the applicable partyrelease any Party from any Liability to the other applicable parties, which sets forth the basisParty for any breach by such termination, including the provision of Section 7.1 under which such termination is made. In the eventParty of the valid terminationcovenants and other agreements of this Agreement pursuantoccurring prior to Section 7.1, this Agreement shall forthwith become void, and there shall be no Liability onsuch termination or to impair the partright of any party orParty to compel specific performance by any other Party of their respective Representatives, and all rights andits obligations of each party shall cease, except: # Sections 5.5 (Confidentiality), 5.6 (Publicity), 5.7 (No Trading), 7.3 (Fees and Expenses), ARTICLE IX and this Section 7.2 shall survive the termination of this Agreement, and # nothing herein shall relieve any party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud claim against such party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in Section 7.3 and this Section 7.2, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 9.9, the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 7.1.

Effect of Termination. This Agreement may only be terminated in the circumstances described in [Section 7.1] and pursuant to a written notice delivered by the applicable party to the other applicable parties, which sets forth the basis for such termination, including the provision of [Section 7.1] under which such termination is made.

In the event of the valid termination of this Agreement pursuant to [Section 7.1],the terms of this Agreement, this Agreement shall forthwith become void,terminate and therehave no further force and effect, except that # the covenants and agreements set forth in Section 7.3 (Publicity), this Section 9.2 and Article XI, shall survive such termination indefinitely, # except in the event of termination under Section 9.1(a), nothing in this Section 9.2 shall be no Liability ondeemed to release any Party for knowing or willful breaches of the part of any party or any of their respective Representatives, and all rights and obligations of each party shall cease, except: # [Sections 5.5] (Confidentiality), 5.6 (Publicity), 5.7 (No Trading), 7.3 (Fees and Expenses), ARTICLE IX and this [Section 7.2] shall survive the termination of this Agreement, and # nothing herein shall relieve any party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud claim against such party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in [Section 7.3] and this [Section 7.2], and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with [Section 9.9], the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreementcovenants contained in this Agreement by another party or with respectprior to the transactions contemplated bytime of such termination, and # nothing in this AgreementSection 9.2 shall be the right, if applicable,deemed to terminate this Agreement pursuant to [Section 7.1].release any Party from any liability for fraud, gross negligence, or willful misconduct.

Effect Of Termination. If this Agreement is terminated pursuant to Section 7.1, all further obligations of Termination. This Agreement may onlythe Parties shall terminate; provided, however, that: # no Party shall be terminatedrelieved of any obligation or other Liability arising from any knowing and intentional Breach by such Party of any provision of this Agreement; # the Parties shall, in all events, remain bound by and continue to be subject to the circumstances describedprovisions set forth in this Section 7.3 and in [Section 7.1]4] and pursuant to a written notice delivered by the applicable party to the other applicable parties, which sets forth the basis for such termination, including the provision of [Section 7.1] under which such termination is made. In the event of the valid termination of this Agreement pursuant to [Section 7.1], this Agreement shall forthwith become void, and there shall be no Liability on the part of any party or any of their respective Representatives, and all rights and obligations of each party shall cease, except: # [Sections 5.5] (Confidentiality), 5.6 (Publicity), 5.7 (No Trading), 7.3 (Fees and Expenses), ARTICLE IX and this [Section 7.2] shall survive the termination of this Agreement,Section 10; and # nothing herein shall relieve any party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud claim against such party,the Parties shall, in either case, priorall events, remain bound by and continue to termination of this Agreement. Without limiting the foregoing, and except as provided in [Section 7.3] and this [Section 7.2], andbe subject to the right to seek injunctions, specific performance or other equitable relief in accordance with [Section 9.9], the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to [Section Section 4.7.1].

Effect of Termination. ThisIf this Agreement may only beis terminated in the circumstances described in [Section 7.1] and pursuant to a written notice delivered by the applicable party to the other applicable parties, which sets forth the basis for such termination, including the provision of [Section 7.1] under which such termination is made. In the eventSection 6.1, all obligations of the valid termination of this Agreement pursuant to [SectionParties hereunder shall terminate, except for the obligations set forth in Articles 7.1], this Agreement shall forthwith become void,6, 7.9, 7.10, 7.11, 7.12 and there shall be no Liability on the part of any party or any of their respective Representatives, and all rights and obligations of each party shall cease, except: # [Sections 5.5] (Confidentiality), 5.6 (Publicity), 5.7 (No Trading), 7.3 (Fees and Expenses), ARTICLE IX and this [Section 7.2]13, which shall survive the termination of this Agreement, and # nothing herein shall relieve any party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud claim against such party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in [Section 7.3] and this [Section 7.2], and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with [Section 9.9], the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to [Section 7.1].

Effect of Termination. ThisIf this Agreement may only beis validly terminated in the circumstances described in Section 7.1 and pursuant to a written notice delivered by the applicable party to the other applicable parties, which sets forth the basis for such termination, including the provision of Section 7.1 under which such termination is made. In the event[Section 11.1], all further obligations of the valid termination of this Agreement pursuant to Section 7.1,Parties under this Agreement shall forthwith become void,terminate and theresuch termination shall be no Liability onwithout liability to the part of any party or any of their respective Representatives, and all rights andParties, except that # the obligations of each party shall cease, except: # Sections 5.5 (Confidentiality)the Parties under the Confidentiality Agreement, [Section 7.3], 5.6 (Publicity), 5.7 (No Trading), 7.3 (Feesthis [Section 11.3] and Expenses), ARTICLE IX and this Section 7.2[Article XII] shall survive thesuch termination of this Agreement,and not be affected thereby and # nothing hereinno such termination shall relieve any partyParty hereto from Liabilityliability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud claim against such party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in Section 7.3 and this Section 7.2, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 9.9, the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 7.1.Agreement.

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