Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8, no party (or any directors, officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 9.01 and except (ii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 7.01 and except Section 8.01 and (ii) that nothing herein termination will not relieve any a breaching party from liability for money damages for any breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article VI hereof, no party (hereto or, its directors or any directors, officers, employees, agents officers or representatives of any party) other controlling persons shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Acthereto pursuant to this Agreement, except as provided in Section 9.1 that Article VIII hereof shall survive termination of this Agreement and except that nothing herein will relieve any party hereto from liability for any breach of this AgreementAgreement occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 7.01 and except Section 8.01 and (ii) that nothing herein termination will not relieve any a breaching party from liability for money damages for any breach Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article X, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in this Section 9.1 10.5 and except that nothing herein will in Section 5.3(b) hereof. Nothing in this Section 10.5 shall relieve any party from liability for any willful breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching party from liability for any knowing breach of this Agreement.

Effect of Termination and Abandonment. In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VII, this Agreement shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents agents, legal and financial advisors or representatives other Representatives), other than the provisions of this Section 7.5 and Section 7.6; provided, however, that, except as otherwise provided herein, no such termination shall relieve any party) shall have party hereto of any liability or further obligation to damages resulting from any other party willful or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any intentional breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 9.1, and except (ii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and abandonment of the Merger is abandoned pursuant to this Article VIII, this Agreement, except for the provisions of this Section 88.05 and 5.02(c), 8.06 and Article IX (each of which shall survive any such termination), shall forthwith become void and have no effect, without any liability on the part of any party (or any its directors, officers, employees, agents officers or representatives of any party) stockholders. Nothing in this Section 8.05 shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from to this Agreement of liability for any willful breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article IX, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 9.03 and except (ii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8ARTICLE VII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any breach of this Agreementhereunder.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article IX, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 10.2 below and except that nothing herein will relieve any party from any liability or damages for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (i) as set forth in Sections 8.03 and 9.01 and (ii) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching party from liability for any willful breach of this Agreement giving rise to such termination; provided, however, that any termination shall not affect the USBC Option Agreement or the FBS Option Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article VI hereof, no party (hereto or, its directors or any directors, officers, employees, agents officers or representatives of any party) other controlling persons shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Acthereto pursuant to this Agreement, except as provided in Section 9.1 that Article VII hereof shall survive termination of this Agreement and except that nothing herein will relieve any party hereto from liability for any breach of this AgreementAgreement occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article 11, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Company Merger pursuant to this Section 8Article IX, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (a) as set forth in Sections 9.04 and 10.01 and (b) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination unless such party is obligated to pay and has paid the Fee pursuant to Section 9.04.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article VI hereof, no party (Party or, its directors or any directors, officers, employees, agents officers or representatives of any party) other controlling persons shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities ActParty hereto pursuant to this Agreement, except as provided in Section 9.1 that Article VII hereof shall survive termination of this Agreement and except that nothing herein will relieve any party hereto from liability for any breach of this AgreementAgreement occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning hereunder except (a) as set forth in Section 9.1, (b) each of the Securities Act, except Stock Option Agreements shall be governed by its own terms as provided in Section 9.1 to termination and except that nothing herein (c) termination will not relieve any a breaching party from liability for any breach of this Agreementdirectly or indirectly giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than as set forth in Section 8, 9.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents agents, legal or representatives of any party) financial advisors or other representatives); provided, however, no such termination shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party hereto from any liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Company Merger pursuant to this Section 8Article IX, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (a) as set forth in Sections 9.03 and 10.01 and (b) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article VIII, this Agreement shall become void and of no party effect with no liability on the part of any Party (or any directors, officers, employees, agents or representatives of any partyof its Representatives); provided, however, that (i) no such termination shall have relieve any Party from any liability or further obligation to for damages resulting from any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 willful and except that nothing herein will relieve any party from liability for any intentional breach of this Agreement, and (ii) this Article VIII, Sections shall survive such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article VII, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any breach of to this Agreement.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and abandonment of the Merger pursuant to this Section 8is abandoned, no party (or any directors, officers, employees, agents or representatives of any party) shall will have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actunder this Agreement, except as provided in Section 9.1 and except that nothing herein termination will not relieve any a party from liability for any willful breach by it of this Agreement and except that Section 6.05(b), this Section 8.02, Section 8.03 and Article IX will survive termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Purchase pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) shall to this Agreement will have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in (a) for obligations arising under Sections 5.02(b), 5.02(c), 5.04 and 5.11(b), this Section 9.1 8.02 and except Article XI and (b) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and abandonment the transactions contemplated hereby are abandoned as described in this ARTICLE VII, this Agreement shall become void, and of the Merger pursuant to no further force and effect; provided, that this Section 8, no party (or any directors, officers, employees, agents or representatives of any party) 7.3 and ARTICLE VIII shall have any liability or further obligation survive such termination. Nothing in this ARTICLE VII shall be deemed to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve release any party from any liability for any breach by such party of the terms and provisions of this Agreement, or to impair the right of any party to compel specific performance by another party of its obligations under this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching party from liability for any willful breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Offer and the Merger pursuant to this Article IX, this Agreement (other than as set forth in Section 8, 10.1) shall become void and of no effect with no liability on the part of any party hereto or its Subsidiaries or Affiliates (or of any of their respective directors, officers, employees, agents agents, legal and financial advisors or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actrepresentatives); provided, however, that except as otherwise provided in Section 9.1 and except that nothing herein will herein, no such termination shall relieve any party hereto of any liability resulting from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided in Section 9.1 and except 8.03, (ii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this Agreement, and (iii) 6.04, 6.05(b), 8.02, 8.03, 9.05, 9.06, 9.07, 9.08, 9.09 and 9.10 shall survive any termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (i) as set forth in Sections 8.03 and 9.01, and (ii) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching party from liability for any willful breach of this Agreement giving rise to such termination; PROVIDED, HOWEVER, that any termination shall not affect the Seller Option Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article IX, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 9.03 and except (ii) that nothing herein termination will not relieve any a breaching party from liability for any breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the ------------------------------------- event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article VIII, this Agreement shall ------------ forthwith become void and no party hereto (or any of its directors, officers, employees, agents officers or representatives of any partystockholders) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any breach of any of its representations or warranties under this Agreement or its failure to comply with one of its covenants, agreements or obligations under this Agreement.

Effect of Termination and Abandonment. In the event of termination of If this Agreement and abandonment of the Merger is terminated pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actparty, except as provided in Section 9.1 for liability resulting from material and except that nothing herein will relieve any party from liability for any willful breach of this Agreementany covenant, or the material falsity of any representation and warranty, contained herein. Each party shall bear its own expenses in the event of termination absent material and willful breach of any covenant, or the material falsity of any representation and warranty, contained herein.

Effect of Termination and Abandonment. In Except as set forth in Section 11.1, in the event of termination of this Agreement and abandonment of the Merger Mergers pursuant to this Section 8Article X, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 and except that nothing herein will relieve any party the Company, Company Sub or Merger Sub from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this ------------------------------------- Agreement and abandonment of the Merger pursuant to this Section 8Article IX, no party hereto (or any of its directors, officers, employees, agents officers or representatives of any partystockholders) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 Sections 9.6 and except that nothing herein will relieve any party from liability for any breach of this Agreement10.2.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article 7, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (1) as set forth in Sections 7.3, 8.1 and 8.5 and (2) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching party from liability for any willful breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Article IX, this Agreement, except as to the provisions of Section 86.2 and Section 7 which shall expressly survive any termination, shall become void and of no effect with no liability on the part of any party hereto; provided, however, except as otherwise provided herein, no such termination shall relieve any party (or any directors, officers, employees, agents or representatives hereto of any party) shall have any liability or further obligation to damages resulting from any other party willful or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any intentional breach of this Agreement.

Effect of Termination and Abandonment. In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, this Agreement (other than as set forth in Section 8, 10.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents agents, legal and financial advisors or representatives other representatives); provided, however, that, except as otherwise provided herein, no such termination shall relieve any party hereto of any party) shall have any liability or further obligation to damages resulting from any other party willful or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any intentional breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article IX, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 9.01 and except (ii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8paragraph 9, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any the other party or any person who controls a party within the meaning of the Securities Act, hereto except as provided in Section 9.1 set forth below and except that nothing herein termination will not relieve any a breaching party from liability for any breach of this Agreement giving rise to such termination and except that paragraphs 4(g), 5(h) and 10 shall survive any termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article X, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (a) as provided set forth in Section 9.1 11.03 and except (b) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this Agreement.

Effect of Termination and Abandonment. In Except as set forth in Section 10.1, in the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article VIII, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 and except that nothing herein will relieve any party the Company, Purchaser or Merger Sub from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article IX, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 10.2 below and except that nothing herein will relieve any party from any liability or damages for any breach of this Agreement.. ARTICLE X MISCELLANEOUS AND GENERAL 10.1

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger transactions contemplated hereby pursuant to this Section 8Article VIII, no party Party (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities ActParty, except as provided in Section 9.1 8.3 and 8.6, except that nothing herein will relieve any party Party from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than this Section 88.2, Article IX and the Confidentiality Agreement) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents consultants, contractors, agents, attorneys or representatives other Representatives); provided, however, that no such termination shall relieve any party hereto of any party) shall have any liability or further obligation to damages resulting from any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any willful breach of this AgreementAgreement by such party.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article IX, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 7.6 or Section 9.6, and except that nothing herein will relieve any party from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section Article 8, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or hereunder except that (i) Section 6.5(d), this Section 8.2 and Article 9 of this Agreement shall survive any person who controls a party within termination of this Agreement, and (ii) notwithstanding anything to the meaning contrary, none of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve parties shall be relieved or released from any party from liability for liabilities or damages arising out of its fraud or willful breach of any breach provision of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 7.02 and except Section 9.01 and (ii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, this Agreement (other than this Section 89.5, the second sentence of Section 6.2, Section 7.2 and Article X) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents consultants, contractors, agents, attorneys or representatives other Representatives); provided, however, that no such termination shall relieve any party hereto of any party) shall have any liability or further obligation to damages resulting from any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any willful breach of this AgreementAgreement by such party.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (a) as set forth in Sections 8.03 and 9.01 hereof, (b) that the Stock Option Agreement shall be governed by its own terms as to termination and (c) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching party from liability for any knowing or willful breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, this Agreement (other than Sections 8.2 and 8.3 and Article IX) shall become void and of no further force or effect with no liability on the part of any party hereto (or any directors, officers, employees, agents or representatives of any party) of its Representatives); provided, however, that no such termination shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party hereto from any liability for any breach of this AgreementAgreement prior to termination.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and abandonment of the Merger pursuant to this Section 8is abandoned, no party (or any directors, officers, employees, agents or representatives of any party) shall will have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actunder this Agreement; provided, however, that, except as provided set forth in Section 9.1 and except that 8.03(b), nothing contained herein will shall relieve any a party from liability for any breach by it of this Agreement and except that Section 6.05(b), this Section 8.02, Section 8.03 and Article IX will survive termination of this Agreement.

Effect of Termination and Abandonment. In the event of ------------------------------------- termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 and except (ii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 815, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (x) as provided set forth in Section 9.1 18 and except (y) that nothing herein termination will not relieve any a breaching party from liability for any breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 8.3, (ii) as set forth in Section 9.1, and except (iii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any the other party or any person who controls a party within the meaning of the Securities Act, hereto except as provided in Section 9.1 set forth below and except that nothing herein termination will not relieve any a breaching party from liability for any breach of this Agreement giving rise to such termination and except that Sections 6.05, 8.02 and Section 9.05 shall survive any termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article IX, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 7.6 and except that nothing herein will relieve any party from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than as set forth in Section 8, 9.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents agents, legal and financial advisors or representatives other representatives); provided, Table of Contents however, except as otherwise provided herein, that no such termination shall relieve any party) shall have party hereto of any liability or further obligation to damages resulting from any other party willful or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any intentional breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Section 8Article XI, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (a) under the last sentence of Section 7.10 and as set forth in Sections 7.15, 7.16 and 11.03 and (b) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching on party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Consolidation pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 9.01 and except (ii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger other transactions contemplated hereby pursuant to this Section 8Article 9, no party Party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities ActParty to this Agreement, except as provided in Section 9.1 Article 10 shall survive termination of this Agreement and except that nothing herein will relieve any party Party from liability for any breach of this AgreementAgreement occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article VII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any the other party or any person who controls a party within the meaning of the Securities Act, hereunder except (a) as provided set forth in Section 9.1 8.1 and except (b) that nothing herein termination will not relieve any a breaching party from liability for any knowing breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 88.01, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except as provided set forth in Section 9.1 8.03 and except that nothing herein will relieve any party from liability for any breach of this AgreementSection 9.01.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Asset Purchase pursuant to this Section 8Article VIII, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any material breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger Reorganization pursuant to this Section 8Article IX, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 6.05(g), and except that nothing herein will shall relieve any party from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article IX, no party to the Reorganization Agreements (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actparty, except as provided set forth in Section 9.1 Sections 5.1(q), 5.2(l), 7.10 and 9.2, all of which shall survive such termination, and except that nothing herein will shall relieve any party from liability for any material and willful breach of this Agreementany of the Reorganization Agreements.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to this Section 8Article X, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (a) as provided set forth in Section 9.1 7.15 and except Section 10.03 and (b) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Company Merger pursuant to this Section 8Article IX, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (a) as set forth in Sections 9.03 and 10.01 and (b) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching party from liability for any willful breach of this Agreement.Agreement giving rise to such termination unless such party is obligated to pay and has paid the Fee pursuant to Section 9.03. 9.03

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Reorganization pursuant to this Article VIII, this Agreement (other than this Section 88.5, Section 6.12, and Article X) shall become void and of no effect with no liability on the part of any party hereto (or of any of its Representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party (or any directors, officers, employees, agents or representatives hereto of any party) shall have any liability or further obligation to damages resulting from any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any willful breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to this Section 8Article IX, no party to this Agreement (or nor any directors, of their respective officers, employees, agents directors or representatives of any partyagents) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and hereunder except that nothing herein will termination shall not relieve any a party from liability for any willful breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall be of no further force or effect, except that: (i) all obligations of the parties pursuant to this Section 88.5, no party Sections 6.2 and 8.6, Article XII and the definitions set out in Article XI (or any directors, officers, employees, agents or representatives of any partyto the extent applicable to the surviving provisions) shall have any liability or further obligation to any other party or any person who controls a party within the meaning survive termination; and (ii) termination of the Securities Act, except as provided in Section 9.1 and except that nothing herein will this Agreement shall not relieve any party from liability for any breach of this AgreementAgreement prior to or in connection with such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Article VIII, this Agreement (other than as set forth in Section 8, 5.4(a) and Section 5.8) shall become void and of no effect with no liability on the part of any party hereto (or any directorsof its Affiliates or representatives); provided, officershowever, employees, agents or representatives of any party) no such termination shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party hereto from any liability for damages resulting from any willful and intentional breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (a) as provided set forth in Section 9.1 6.12, this Section 8.02, Section 8.03 and except Article IX and (b) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of Upon termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article VII, this Agreement shall be void and of no party (other effect, and there shall be no liability by reason of this Agreement or any directors, officers, employees, agents or representatives the termination thereof on the part of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any breach of this Agreement.hereto

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Transactions pursuant to this Section 8Article VII, no party to this Agreement (or nor any directors, of their respective officers, employees, agents directors or representatives of any partyagents) shall have any liability or further obligation to any the other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided otherwise set forth in Section 9.1 7.01(c), and except (ii) that nothing herein will termination shall not relieve any a party from liability for any willful breach of this Agreement or any liability or obligation arising under the Registration Rights Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and hereunder except that nothing herein will relieve (i) this Section 8.02, Section 6.06(c) and Article IX shall survive any party termination of this Agreement and (ii) notwithstanding anything to the contrary, neither PPBI and Pacific Premier on the one hand nor FAB on the other hand shall be relieved or released from liability for any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article, no party (or any directors, officers, employees, agents or representatives of any party) hereto shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 7.1 and except that nothing herein will relieve any party from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of any proper termination of all or part of this Agreement and abandonment of the Merger any transactions contemplated by this Agreement pursuant to this Section 8Article VII, no party Party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within Party to this Agreement to the meaning extent of the Securities Actsuch termination, except as provided that in Section 9.1 and except that such event nothing herein will shall relieve any party Party from liability for any breach of this Agreement.. ARTICLE VIII

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 9.01 and except (ii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement.Agreement giving rise to such termination 45 50

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section Article 8, no party thereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section Sections 9.1 and except that nothing herein will relieve any party from liability for any breach of this Agreement9.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Acquisition pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 9.01 and except (ii) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls hereunder except (a) as set forth in Sections 8.03 and 9.01 hereof, (b) that the Stock Option Agreement shall be governed by its own terms as to termination and (c) that termination will not relieve a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any breaching party from liability for any knowing or willful breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of ------------------------------------- this Agreement and abandonment of the Merger other transactions contemplated hereby pursuant to this Section 8Article 13, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Article 7 and Section 9.1 14.2 hereof, and except that nothing herein will relieve any party from liability for any breach of this AgreementAgreement occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8, Paragraph 9.14 no party (nor any of its directors or any directors, officers, employees, agents or representatives of any party) shall have any liability or further obligation to any the other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 and except that (i) nothing herein will relieve any party from liability for any breach of any provision of this AgreementAgreement that, pursuant to its terms, survives such termination, and (ii) the provisions of Paragraphs 8.05 and 9.13 shall survive such termination.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and abandonment the transactions contemplated hereby are abandoned as described in this Article VII, this Agreement shall become void, and of the Merger pursuant to no further force and effect; provided that Section 5.9, this Section 8, no party (or any directors, officers, employees, agents or representatives of any party) 7.3 and Article VIII shall have any liability or further obligation survive such termination. Nothing in this Article VII shall be deemed to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve release any party from any liability for any willful or material breach by such party of the terms and provisions of this Agreement, or to impair the right of any party to compel specific performance by another party of its obligations under this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Stock Acquisition pursuant to this Section 8Article IX, no party (or any directors, officers, employees, agents or representatives of any party) shall to this Agreement will have any liability Liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in (a) for obligations arising under Sections 5.03(b), 5.05(a), this Section 9.1 9.02 and except Article XI and (b) that nothing herein termination will not relieve any a breaching party from liability Liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Section 8Article 7, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (a) as provided set forth in Section 9.1 7.11 and except Section 9.4, and (b) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Section 8Article X, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (a) as provided set forth in Section 9.1 7.14, Section 10.03, and except Section 10.04. and (b) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Section 8Article XI, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (a) as provided set forth in Section 9.1 7.14 and except Section 11.03 and (b) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than as set forth in Section 8, 9.1) shall become void and of no effect with no liability of any party hereto (or any of its directors, officers, employees, agents agents, legal and financial advisors or representatives other representatives); provided, however, except as otherwise provided herein, no such termination shall relieve any party hereto of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party damages resulting from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section Article 8, this Agreement (other than this Section 8.5, Section 6.12, and Article 10) shall become void and of no effect with no liability on the part of any party hereto (or any directors, officers, employees, agents or representatives of any party) of its Representatives); provided, however, that except as otherwise provided herein, no such termination shall have relieve any party hereto of any liability or further obligation to damages resulting from any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any willful breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article XI, no party hereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in this Section 9.1 11.5 and except that nothing herein will relieve any party from liability for any breach of this Agreementin Sections 5.10 and 5.4(b) hereof.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, hereunder except (i) as provided set forth in Section 9.1 8.1, and except (ii) that nothing herein termination will not relieve any a breaching party from liability for any breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement (other than as set forth in Section 8, 9.1) shall become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents agents, legal and financial advisors or representatives other representatives); provided, however, except as otherwise provided herein, that no such termination shall relieve any party hereto of any party) shall have any liability or further obligation to damages resulting from any other party willful or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any intentional breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section Article 8, no party thereto (or any directors, of its directors or officers, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section Sections 9.1 and except that nothing herein will relieve any party from liability for any breach 9.2. No termination of this AgreementAgreement shall result in the termination of the obligations of the parties under Sections 5.1(k), 5.2(f), 6.2(a) or 9.1.

Effect of Termination and Abandonment. In the event of termination of this -------------------------------------- Agreement and abandonment of the Merger pursuant to this Section 8Article 11, no party hereto (or any directorsof its directors or officers) shall, officersexcept as provided in Section 11.2 above, employees, agents or representatives of any party) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Section 8Article 9, no party hereto (or any directors, officers, employees, agents of its directors or representatives of any partyoffices) shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any breach of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Purchase pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) shall to this Agreement will have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Actto this Agreement, except as provided in (a) for obligations arising under Sections 5.02(b), 5.02(c) and 5.05, this Section 9.1 8.02 and except Article XI and (b) that nothing herein termination will not relieve any a breaching party from liability for any willful breach of this AgreementAgreement giving rise to such termination.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Section 8Article VIII, no party (or any directors, officers, employees, agents or representatives of any party) to this Agreement shall have any liability or further obligation to any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and hereunder except that nothing herein will relieve any party from liability for any breach of (i) this Agreement.Section 8.02, Section 6.06(c) and

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Section 88.5 and except for the provisions of Article IX hereof, no provided nothing herein shall prejudice the ability of a non-breaching party (or any directors, officers, employees, agents or representatives of any party) shall have any liability or further obligation to from seeking damages from any other party or any person who controls a party within the meaning of the Securities Act, except as provided in Section 9.1 and except that nothing herein will relieve any party from liability for any willful and knowing material breach of this Agreement, including without limitation, attorneys' fees and the right to pursue any remedy at law or in equity.