Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of If this Agreement --------------------- as provided in is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall forthwith become void and there terminate; provided, however, that: (a) neither the Company nor Parent shall be no relieved of any obligation or liability or obligation on the part arising from any prior breach by such party of Parent, Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination provision of this Agreement; (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 10; and (c) the Company shall, in all events, remain bound by and continue to be subject to Section 5.4.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub any of the parties hereto or (in the case of the Company, or the Parent and Buyer) their respective officersofficers or directors, directors or shareholdersexcept for Sections 6.4 and 13.6, provided that each party shall remain liable for any breaches and the last sentence of this Agreement prior to its termination; provided further thatSection 6.1, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement which shall remain in full force and effect effect, and survive except that nothing herein shall relieve any termination party from liability for a breach of this AgreementAgreement prior to the termination hereof.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.19.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent, Merger Sub or the Company, Company or any of their respective officersofficers or directors, directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable cease; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any breaches of its representations, warranties, covenants or agreements set forth in this Agreement prior to its terminationAgreement; and provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement that Section 10.01 shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.14.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub or any of the Company, parties to this Agreement or their respective officers, directors directors, shareholders or shareholders, Affiliates; provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the confidentiality provisions of Sections 5.4 and 5.5 and Article IX of this Agreement set forth herein shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.17.17, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub the Company or any of the Company, Purchasers or their respective officers, directors directors, stockholders or shareholdersAffiliates; provided, provided however, that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, (i) the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement Section 7 shall remain in full force and effect and survive any termination of this AgreementAgreement and (ii) nothing herein shall relieve any party hereto from liability in connection with any breach of such party’s representations, warranties or covenants contained herein.

Effect of Termination. In the event of termination of this --------------------- Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.17.1 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of any of the Company or Parent, Sub except that, in the event of an intentional or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches willful breach of this Agreement prior to its the time of such termination; provided further that, the provisions other Parties hereto shall be entitled to the remedy of Sections 5.4 and 5.5 and Article IX specific performance of this Agreement shall remain in full force and effect and survive any termination of this Agreementthe covenants contained herein.

Effect of Termination. In the event of the termination of this Agreement --------------------- as provided in pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto, except with respect to Sections 3.17, 4.5, 6.3(b), 6.8, this Section 8.2, Section 8.3 and Article IX, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any willful and material breach hereof, which, in the case of Parent, Sub or shall include liability to the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable Company for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreementlost shareholder premium.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in by either Parent or the Company pursuant to the provisions of Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of Parent, Sub or the Company, Parent, Merger Subsidiary or their respective officersofficers or directors (except as set forth in this Section 8.01, directors or shareholdersin the second sentence of Section 5.04 and in Section 5.11, provided that each all of which shall survive the termination). Nothing in this Section 8.01 shall relieve any party shall remain liable from liability for any breaches breach of this Agreement prior to its termination; provided further that, the provisions any covenant or agreement of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain such party contained in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of that this Agreement --------------------- is validly terminated as provided in Section 8.1herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement shall forthwith become void after the date of such termination and there such termination shall be no without liability or obligation on to the part of Parent, Sub Parent or the CompanySeller; provided, however, that nothing in this Section 2.4 shall relieve the Parent or their respective officers, directors or shareholders, provided that each party shall remain liable the Seller of any liability for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination a breach of this Agreement.

Effect of Termination. In the event of termination of If this Agreement --------------------- as provided in is validly terminated by either the Company or Parent pursuant to Section 8.19.01, this Agreement shall will forthwith become null and void and there shall will be no liability or obligation on the part of Parent, Sub either the Company or the Company, Parent (or any of their respective officersrepresentatives or affiliates), directors or shareholders, provided except (i) that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 7.01(b) and 5.5 will continue to apply following any such termination and Article IX (ii) that nothing contained herein shall relieve any party hereto from liability for willful breach of this Agreement shall remain its representations, warranties, covenants or agreements contained in full force and effect and survive any termination of this Agreement.

Effect of Termination. In Subject to Section 9.5, in the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.19.1, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent, Acquisition Sub or the Company, Company or any of their respective officers, officers or directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable cease; provided, however, that nothing herein shall relieve any party from liability for fraud or a willful and material breach of any breaches of this Agreement prior to its termination; provided further thatrepresentations, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreementwarranties, covenants or agreements set forth herein.

Effect of Termination. In the event of termination of If this Agreement --------------------- as provided in is terminated pursuant to Section 8.19.1, all further obligations of the parties under this Agreement shall forthwith become void and there shall be no liability or obligation on the part terminate; provided, however, that: (a) none of Parent, Sub or the Company, the Key Stockholders or their respective officersParent shall be relieved of any obligation or liability arising from any willful breach by such party of any representation, directors warranty, covenant or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination other provision of this Agreement; and (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 6.3 and Section 11.

Effect of Termination. In the event of termination of --------------------- this Agreement --------------------- by either Parent or the Company, as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of Parent, Sub or the Company, Parent or Sub or their respective officersofficers or directors (except as set forth in the last two sentences of Section 7.2 and except for Section 7.3, directors or shareholderswhich shall survive the termination); provided, provided however, -------- ------- that each nothing contained in this Section 9.2 shall relieve any party shall remain liable hereto from any liability for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination breach of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability or obligation under this Agreement on the part of Parent, Sub ASC or the Company, Company or any of their respective officers, officers or directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable cease, except (a) as provided in Sections 8.05 and 9.01 and (b) nothing herein shall relieve any party from liability for any breaches willful breach of any representation, warranty, covenant or other agreement in this Agreement occurring prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub or the Company, or their respective officers, directors or shareholdersstockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 5.8, 5.9(a) and 5.5 and 5.10, Article IX of and this Agreement Section 8.2 shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability or obligation under this Agreement on the part of Parent, Sub Parent or the Company, Company or any of their respective officers, officers or directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable cease, except (a) as provided in Sections 8.05 and 9.01 and (b) nothing herein shall relieve any party from liability for any breaches willful breach of any representation, warranty, covenant or other agreement in this Agreement occurring prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1above, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of either Parent, Sub or the Company, Company or their respective officers, officers or directors (i) except as set forth in Section 7.1 hereof and except for Section 7.12 hereof which shall survive the termination and (ii) no such termination shall release any party of any liabilities or shareholders, provided damages resulting from any wilful breach by that each party shall remain liable for of any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination provision of this Agreement.

Effect of Termination. In Except as provided in Sections 8.05 and 9.01, in the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent, Merger Sub or the Company, Company or any of their respective officersofficers or directors, directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable cease; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any breaches of this Agreement prior to its termination; provided further that, representations and warranties or the provisions willful breach of Sections 5.4 and 5.5 and Article IX any of this Agreement shall remain its covenants or agreements set forth in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in by either Parent or the Company pursuant to the provisions of Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of Parent, Sub or the Company, Parent, Subsidiary or their respective officersofficers or directors (except in this Section 9.2, directors or shareholdersin the second sentence of Section 7.1(a) and in Sections 7.1(b), provided that each 7.6 and 10.4, all of which shall survive the termination). Nothing in this Section 9.2 shall relieve any party shall remain liable from liability for any breaches willful and intentional breach of this Agreement prior to its termination; provided further that, the provisions any covenant or agreement of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain such party contained in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.111.1, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent, Sub the Company or the Company, Acquisition or any of their respective officersofficers or directors, directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable for any breaches of this Agreement prior to its termination; cease, except as otherwise provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement, including, but not limited to Section 12.11.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub Buyer or the CompanySeller, or their respective officers, directors or shareholdersstockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.2, 5.3, 5.4 and 5.5 and Article IX X of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of ParentBuyer, Sub Seller or the Company, Company or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.3, 5.4 and 5.5 and 5.5, Article IX of and this Agreement Section 8.2 shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1above, this Agreement shall forthwith become void of no further force or effect, all parties hereto shall bear their own costs associated with this Agreement and all transactions mentioned herein and there shall be no liability or obligation on the part of Parent, Sub or the Company, or their respective any party's officers, directors or shareholders; provided, provided however, that each party Section 6.4(b), Section 6.5 and Section 9.8 shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 survive such termination and 5.5 and Article IX of this Agreement shall remain continue in full force and effect and survive any termination of this Agreementeffect.

Effect of Termination. In the event of the termination of this Agreement --------------------- as provided in Section 8.17.01, this Agreement shall forthwith become void and have no effect, and there shall be no liability or obligation on the part of Parent, Sub Parent or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable except for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 this Section 7.02, Section 7.03 and Article IX of this Agreement VIII, which shall survive any such termination and remain in full force and effect effect, and survive except that no Party shall be relieved or released from any termination liability or damages arising from a willful or intentional breach of any provision of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.17.1, this Agreement each of the Agreements shall forthwith become void ----------- and there shall be no liability or obligation on the part of Parent, Sub Buyer or the CompanySeller, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement any of the Agreements prior to its their termination; and provided further that, that the provisions of Sections 5.4 4.4, 4.5 and 5.5 and Article IX 4.6 of this Agreement each of the Agreements shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of the termination --------------------- of this Agreement --------------------- as provided in Section 8.17.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement (other than Sections 7.2, 7.3, 8.4, 8.6, 8.7, 8.8 and 8.9 hereof) shall forthwith become void null and void, and there shall be no liability or obligation on the part of Parent, Sub the Parent or the Company, or their respective officers, directors or shareholders, except as provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this AgreementSection 7.3.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub any of the parties hereto or (in the case of the Company, or the Parent and Acquisition) their respective officersofficers or directors, directors or shareholdersexcept for Sections 7.6, provided that each party shall remain liable for any breaches 13.6 and 13.7 and the last sentence of this Agreement prior to its termination; provided further thatSection 7.1, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement which shall remain in full force and effect effect, and survive except that nothing herein shall relieve any termination party from liability for a breach of this AgreementAgreement prior to the termination hereof.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub or any of the Company, parties hereto or their respective affiliates, directors, officers, directors or shareholdersstockholders, provided that each party shall remain liable general partners, limited partners, and members, except for any breaches Section 5.6, Section 9.2 and the last sentence of this Agreement prior to its termination; provided further thatSection 5.1, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement which shall remain in full force and effect and survive any termination of this Agreementeffect.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.19.1, this Agreement shall forthwith immediately become void and there shall be no liability or obligation on the part of Parent, Sub the Company or the Company, Parent or their respective officers, directors directors, stockholders or shareholdersAffiliates, provided except as set forth in Section 9.3; provided, however, that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 Section 7.3 (Public Announcements) and 5.5 Section 9.3 (Remedies) and Article IX XI of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In Except as provided in Section 8.2, in the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.17.1, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of the Parent, Merger Sub or the Company, Company or any of their respective officersRepresentatives, directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable for any breaches cease, subject to the remedies of this Agreement prior to its termination; provided further that, the provisions of parties set forth in Sections 5.4 7.5(b) and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.(c);

Effect of Termination. In the event of termination of If this Agreement --------------------- is terminated as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, or their respective officers, directors or shareholdersstockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article Articles VIII and IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of (a) If this Agreement --------------------- as provided in is validly terminated pursuant to Section 8.18.01, this Agreement shall forthwith become void and there of no effect without liability of any party, any Representative of such party or any Parent Related Party to each other party hereto; provided, however, that the provisions of this Section 8.02, Section 8.03 and Article 9 shall be no liability or obligation on the part of survive any termination hereof pursuant to Section 8.01; provided, further, that nothing herein shall relieve Parent, Merger Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable Company from any liability for any breaches fraud or Willful Breach of this Agreement prior to its such termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive . Upon any termination of this Agreement, the Confidentiality Agreement shall continue in effect in accordance with its terms.

Effect of Termination. In Except for any willful and material breach of this Agreement by any party hereto (which breach and liability therefor shall not be affected by the event of termination of this Agreement), if this Agreement --------------------- is terminated by either the Company or Parent as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be have no further effect, without any liability or obligation on the part of Parent, Sub Merger Subsidiary or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, other than the provisions of Section 4.1(o), Section 4.2(i), Section 7.4, this Section 9.2, Section 9.5 and Sections 5.4 10.5 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement10.6.

Effect of Termination. In the event of termination of If this Agreement --------------------- as provided in is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall forthwith become void and there terminate; provided, however, that: (a) neither the Acquired Companies nor Parent shall be no relieved of any obligation or liability or obligation on the part arising from any prior breach by such party of Parent, Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination provision of this Agreement; (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 10; and (c) the Acquired Companies shall, in all events, remain bound by and continue to be subject to Section 5.5.

Effect of Termination. In the event of the termination of this Agreement --------------------- as provided in pursuant to Section 8.16.1, this Agreement shall forthwith become void void, and there shall be no liability or obligation on the part of Parent, Sub Buyer, Seller Representative or the CompanyCompany or, or to the extent applicable, their respective officers, directors or shareholdersequityholders, provided that each party shall remain liable other than (a) the provisions of this Section 6.2, the second sentence of 4.3(a), Section 4.5, Section 6.3 and Article 8, and (b) any liability of any Party for any breaches willful or intentional material breach of this Agreement prior to its such termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of If this Agreement --------------------- as provided in is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall forthwith become void and there terminate; provided, however, that: (a) neither the Company nor Parent shall be no relieved of any obligation or liability or obligation on the part arising from any prior breach by such party of Parent, Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination provision of this Agreement; (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 10; and (c) the Company shall, in all events, remain bound by and continue to be subject to Section 5.5.

Effect of Termination. In Except as provided in SECTION 8.05 and SECTION 9.01, in the event of termination of this Agreement --------------------- as provided in Section 8.1pursuant to SECTION 8.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent, Merger Sub or the CompanyCompany or any of their respective officers or directors, and all rights and obligations of each party hereto shall cease; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any of its representations and warranties, or their respective officers, directors breach of its covenants or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain agreements set forth in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.17.02, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub Purchaser or the CompanySeller, or their respective officers, directors or shareholdersstockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.4 5.04, 5.12 and 5.5 and this Article IX VII of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of a termination of this Agreement --------------------- as provided in Section 8.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub the Sub, the Company or the Company, Public Sub or their respective officersofficers or directors, directors or shareholdersexcept as provided in Section 10.1; provided, provided however, that each nothing herein shall relieve any party shall remain liable for liability for any breaches willful breach by a party hereto of this Agreement prior to its termination; provided further thatrepresentations, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreementwarranties, covenants, obligations or agreements.

Effect of Termination. In the event of termination of If this Agreement --------------------- as provided is terminated in accordance with Section 8.16.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, Company or their respective officers, directors directors, shareholders or shareholdersAffiliates; and provided, provided however, that each party hereto shall remain liable for any breaches of this Agreement prior to its termination; provided further thatand provided, further, that the Confidentiality Agreement and the provisions of Sections 5.4 4.16 and 5.5 6.2 and Article IX of this Agreement ARTICLE 8 (but excluding Section 8.1) shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In Except as provided in Section 9.01, in the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent, Merger Sub or the Company, Company or any of their respective officersofficers or directors, directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable cease; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any breaches of this Agreement prior to its termination; provided further thatrepresentations, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain warranties, covenants or agreements set forth in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of If this Agreement --------------------- as provided in is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall forthwith become void and there terminate; provided, however, that: (a) neither any of the Acquired Corporations nor Parent shall be no relieved of any obligation or liability or obligation on the part arising from any prior willful breach by such party of Parent, Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination provision of this Agreement; (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 10; and (c) each of the parties shall, in all events, remain bound by and continue to be subject to Section 5.3.

Effect of Termination. In Except as provided in SECTION 9.1, in the event of termination of this Agreement --------------------- as provided in Section pursuant to SECTION 8.1, this Agreement shall will forthwith become void and void, there shall will be no liability or obligation under this Agreement on the part of Parent, Merger Sub or the Company, Company or any of their respective officersofficers or directors, directors or shareholders, provided that and all rights and obligations of each party shall remain liable hereto will cease; provided, however, that nothing herein will relieve any party from liability for the willful breach of any breaches of this Agreement prior to its termination; provided further thatrepresentations, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain warranties, covenants or agreements set forth in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub any of the parties hereto or (in the case of the Company, or the Parent and Acquisition) their respective officersofficers or directors, directors or shareholdersexcept for Sections 7.6, provided that each party shall remain liable for any breaches 13.6 and 13.7 and the last sentence of this Agreement prior to its termination; provided further thatSection 7.1, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement which shall remain in full force and effect effect, and survive except that nothing herein shall relieve any termination party from liability for a breach of this AgreementAgreement prior to the termination hereof.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub or the Companyany party hereto, or their respective officers, directors directors, securityholders or shareholdersAffiliates, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.4 4.3, 5.2, 5.3, 5.4, 5.12 and 5.5 and Article IX 9.7 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of If this Agreement --------------------- as provided in is terminated pursuant to Section 8.19.01, this Agreement shall will forthwith become void null and void, and there shall will be no liability or obligation on the part of Parent, Sub or the Company, Parent or their respective officersMerger Sub, directors except (i) Sections 9.02, 9.03, 10.01, 10.04, 10.07 and 10.13 will survive the termination hereof and (ii) with respect to any liabilities for damages incurred or shareholderssuffered by a party as a result of the breach by any other party of any of its representations, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain warranties or agreements in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of the termination of this Agreement --------------------- as provided in pursuant to Section 8.16.1, this Agreement (other than this Section 6.2 and Sections 4.5 and 6.3, which shall survive such termination) will forthwith become void void, and there shall will be no liability or obligation Liability on the part of ParentCompany, Parent or Merger Sub or the Company, or any of their respective officers, directors directors, stockholders or shareholdersagents and all rights and obligations of any party hereto will cease, provided except that each no party shall remain liable for be relieved of any breaches Liability arising from any willful breach by such party of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination provision of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, Company or their respective officers, directors directors, employees, agents, consultants, representatives or shareholders, stockholders; provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, that the provisions of Sections 5.4 and 5.5 5.5, 5.6, 5.7 and Article IX VIII of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1by either Parent or the Company pursuant to Article VII, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of Parent, Sub or the Company, Parent, Merger Subsidiary or their respective officersofficers or directors (except as set forth in this Section 8.01, directors or shareholdersSection 1.10(c), provided that each Section 5.03(b) and Section 5.10, all of which shall survive the termination). Nothing in this Section 8.01 shall relieve any party shall remain liable from liability for any breaches breach of this Agreement prior to its termination; provided further thatany representation, the provisions warranty, covenant or agreement of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain such party contained in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub any of the parties hereto or (in the case of the Company, or the Parent and Acquisition) their respective officersofficers or directors, directors or shareholdersexcept for Sections 7.7 and 13.6 and the last sentence of Section 7.1, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement which shall remain in full force and effect effect, and survive except that nothing herein shall relieve any termination party from liability for a breach of this AgreementAgreement prior to the termination hereof.

Effect of Termination. In the event of termination of that this Agreement --------------------- is validly terminated as provided herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Parent the Seller; provided, however, that the obligations of the parties set forth in Section 8.1, this Agreement 9.4 hereof shall forthwith become void survive any such termination and there shall be no liability or obligation on enforceable hereunder; provided, further, however, that nothing in this Section 2.4 shall relieve the part of Parent, Sub Parent or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable Seller of any liability for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination a breach of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in by either Parent or the Company pursuant to Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of Parent, Sub or the Company, Parent, Merger Subsidiary or their respective officersofficers or directors (except as set forth in this Section 8.01, directors or shareholdersin the second sentence of Section 5.04 and in Section 5.09, provided that each all of which shall survive the termination). Nothing in this Section 8.01 shall relieve any party shall remain liable from liability for any breaches breach of this Agreement prior to its termination; provided further thatany representation, the provisions warranty, covenant or agreement of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain such party contained in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of ParentHealtheon, Acquisition Sub or the Company, or their respective officers, directors directors, shareholders or shareholdersMembers; PROVIDED, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further and PROVIDED FURTHER, that, the provisions of Sections 5.3 and 5.4 and 5.5 and Article IX VIII of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.110.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub Merger Subsidiary or the Company, or their respective subsidiaries, officers, directors or shareholdersstockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 7.3 and 5.5 7.4 and Article IX X of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of the termination of this Agreement --------------------- by the Company or Parent as provided in Section 8.17.1, written notice thereof shall be given to the other parties, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void (other than the provisions of Article 9, which shall survive termination of this Agreement), and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, Company or their respective officersdirectors, directors or shareholdersofficers and Affiliates, provided except that each nothing shall relieve any party shall remain liable hereto from liability for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination breach of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- by either Parent or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and there shall be no liability or obligation on the part of Parent, Sub or the Company, any party hereto or their respective officersofficers and directors, directors or shareholders, provided except that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of (i) Sections 5.4 6.3(b) and 5.5 8.2 and Article IX of this Agreement IX, shall remain in full force and effect and survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub or Merger Sub, the Company, Company or their respective officers, directors directors, stockholders or shareholdersaffiliates, except to the extent that such termination results from the breach by a party hereto of any of its representations, warranties, covenants or agreements set forth in this Agreement, and, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.3(b), 5.5 and Article IX 5.19 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.17.1, written notice shall be given to the other party hereto and this Agreement shall forthwith shall, subject to the provisions of Section 7.1(f), immediately become void and there shall be no liability or obligation on the part of ParentEarlychildhood, Sub or the CompanySmarterKids, Holdings or their respective officers, directors directors, members, stockholders or shareholdersAffiliates, provided except as set forth in Sections 5.19 and 7.3 and except that each party such termination shall remain liable not limit liability for any breaches a willful breach of this Agreement prior to its terminationAgreement; provided further that, the provisions of Sections 5.4 5.19 and 5.5 and Article IX 7.3 of this Agreement and the Confidentiality Agreements shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of the termination of this Agreement --------------------- as provided in Section 8.16.1, this Agreement shall forthwith become void and there shall be of no further force or effect with no liability or obligation to any Person on the part of Parentany party to this Agreement (or any of its Representatives or Affiliates); provided, Sub or however, that: (a) this Section 6.2, Section 6.3 and Section 7 shall survive the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches termination of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect effect; and survive (b) the termination of this Agreement shall not relieve any party from any liability for any fraud or any intentional and material breach of this Agreement. The Confidentiality Agreement shall not be affected by a termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub Buyer or the CompanySeller, or their respective officers, directors or shareholdersstockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.2, 5.3, 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.13.4, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Buyer, Parent, Sub or the CompanySeller, or their respective officers, directors directors, stockholders or shareholdersaffiliates; provided, provided however, that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 this Section 3.5 and Article IX of this Agreement VIII (Miscellaneous) shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.19.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent, Sub Merger Sub, the Company or the Company, Sole Shareholder or any of their respective officersofficers or directors, directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable cease; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any breaches of this Agreement prior to its termination; provided further thatrepresentations, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain warranties, covenants or agreements set forth in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- by either the Company or Parent as provided in Section 8.17.1, this Agreement shall will forthwith become void and there shall be have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, other than the provisions of Sections 5.4 and 5.5 Confidentiality Agreement, the proviso to the first sentence of Section 5.3(a), the last sentence of Section 5.13, this Section 7.2, Section 7.3, and Article IX of this Agreement VIII, which provisions shall remain in full force survive such termination; provided, however, that nothing herein will relieve any party from any liability for any willful and effect and survive any termination material breach by such party of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.17.1 prior to the Closing Date, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent, Sub the Company or the CompanyInvestors (including any Substitute Investors), or their respective officersand all rights and obligations of the Company and the Investors shall cease, directors or shareholdersother than the obligations of the parties set forth in Section 6.1 hereof; provided, provided however, that each nothing herein shall relieve any party shall remain liable from liability for any breaches willful or intentional breach of this Agreement prior to its termination; provided further that, the provisions any covenant or agreement of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain such party contained in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and and, except as set forth in Section 8.3 or 8.4, there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, or their respective respec-tive officers, directors or shareholdersstockholders, provided that each party shall remain liable for any breaches of this Agreement prior to before its termination; and provided further that, the provisions of Sections Sec-tions 5.4 and 5.5 and Article Articles VIII and IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.. VIII.3

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, or their respective officers, directors or shareholdersstockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.3 and 5.4 and 5.5 Articles VIII and Article IX (other than Section 9.1) of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.16.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its terminationstockholders; provided further that, the provisions of Sections 5.4 Articles VI and 5.5 and Article IX VII of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. The termination of this Agreement shall be effectuated by the delivery by the party terminating this Agreement to each other party of a written notice of such termination. In the event of the termination of this Agreement --------------------- as provided in pursuant to Section 8.17.1, this Agreement shall forthwith become void void, and there (i) neither Parent, Purchaser nor the Company shall be no obligated to perform its obligations under this Agreement except as set forth in Sections 5.12, 7.3 and 8.1, and (ii) nothing herein shall relieve any party from liability or obligation on the part of Parent, Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches willful or material breach of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 such party's representations and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreementwarranties .

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.17.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become void terminate and be of no further force and effect (except for the provisions of Sections 5.11 and 5.12 and Article VIII), and there shall be no other liability or obligation on the part of Buyers, Parent, Merger Sub or the Company, or their respective officersexcept liability, directors or shareholdersif any, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination a breach of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.110.1, this Agreement shall forthwith will become void and there shall will be no liability or further obligation hereunder on the part of ParentBuyer, Sub Meritage or the Company, Seller or their respective officers, directors or shareholders, provided that members, officers or directors, except (i) each party shall will remain liable obligated for any breaches its obligations under Section 6.5 for a period of this Agreement prior one year and (ii) each party will remain obligated for its obligations set forth in Section 6.2, to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreementextent applicable.

Effect of Termination. In Except as provided in Section 9.01, in the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent, Merger Sub or the Company, Company or any of their respective officersofficers or directors, directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable cease, provided, however, that nothing herein shall relieve any party from liability for the willful breach of any breaches of this Agreement prior to its termination; provided further thatrepresentations, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain warranties, covenants or agreements set forth in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- by either the Seller Parent or the Purchaser Parent as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parentany Party to any other Party under this Agreement, Sub or the Company, or their respective officers, directors or shareholders, provided except that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 this Section 8.2 and Article IX of this Agreement XI shall remain continue in full force and effect and survive except that nothing herein shall relieve any termination Party from liability for any breach of this AgreementAgreement before such termination.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, or their respective officers, directors or shareholdersstockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.4 and 5.5 5.4, 5.5, 5.6 and Article IX VIII of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub or the Companyany party hereto, or their respective its Affiliates, officers, directors or shareholders, stockholders; provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further thatand, provided, further, the provisions of Sections 5.4 and 5.5 and Section 4.5 (Publicity), Article IX and this Section 8.2 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of If this Agreement --------------------- as provided in is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall forthwith become void and there terminate; provided, however, that: (a) neither the Company nor Parent shall be no relieved of any obligation or liability or obligation on the part arising from any prior breach by such party of Parent, Sub or the Company, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination provision of this Agreement; and (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 10.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of ParentPurchaser, Sub or CSERV, the Company, Shareholders or their respective officers, directors directors, shareholders or shareholdersstockholders provided, provided however, that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further thatand provided, further, that the provisions of Sections 5.4 and 5.5 and Article IX of 6.3, this Agreement shall remain in full force and effect and survive any termination of this Agreement.Section 9.2 and

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith immediately become void and there shall be no liability or obligation on the part of Parent, Sub or the Company, Parent or their respective officers, directors directors, shareholders or shareholdersaffiliates, provided except as set forth in Section 8.3; PROVIDED, HOWEVER, that each party such termination shall remain liable not limit liability for any breaches a willful and material breach of this Agreement; AND FURTHER PROVIDED that the provisions of Section 8.3 of this Agreement prior to its termination; provided further that, and the provisions of Sections 5.4 and 5.5 and Article IX of this Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability or obligation under this Agreement on the part of Parent, Merger Sub or the Company, Company or any of their respective officers, officers or directors or shareholders, provided that and all rights and obligations of each party hereto shall remain liable cease, except (a) as provided in Sections 8.05 and 9.01 and (b) nothing herein shall relieve any party from liability for any breaches willful breach of any representation, warranty, covenant or other agreement in this Agreement occurring prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.19.1, this Agreement shall forthwith become void terminate and there shall be no liability or obligation hereunder on the part of Parent, Sub or any of the Company, Parent or their respective officersMerger Sub; provided, directors or shareholdersthis Section 9.2, provided Section 9.3 (Fees and Expenses); and Article IX shall survive the termination and remain in full force and effect and; provided, further, that each party shall remain liable for any willful or intentional breaches of this Agreement such party’s covenants, representations and warranties hereunder which breach or inaccuracy occurred prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub Buyer or the CompanySeller, or their respective officers, directors directory or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in pursuant to Section 8.1, this Agreement shall forthwith become void and of no further force and effect, and there shall be no liability or obligation on the part of Parent, Sub or Merger Sub, the Company, Company or their respective officers, officers or directors or shareholders, provided that each party shall remain liable for any breaches of under this Agreement prior except as set forth in (a) the provisions of Section 6.3 relating to its termination; provided further thatthe obligations of the parties to keep confidential and not to use certain information obtained from the other party, and (b) the provisions of Sections 5.4 6.15 and 5.5 8.3 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement9.

Effect of Termination. In the event of termination of this Agreement --------------------- by either the Company or Parent as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, Company or their respective officersofficers or directors, directors except as set forth in the last sentence of Section 5.2, Section 5.9, 5.10, Section 7.5 and ARTICLE VIII which shall survive termination and except that such termination shall not relieve a party from liability as a result of the willful breach by such party of any of its representations, warranties, covenants or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain agreements set forth in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.17.1, this Agreement shall forthwith immediately become void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, or their respective officers, directors directors, stockholders or shareholdersAffiliates, provided except as set forth in Section 7.3 and Article VIII and except that each party such termination shall remain liable not limit liability for any breaches a willful breach of this Agreement prior to its terminationAgreement; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX Section 7.3 of this Agreement and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub BackWeb Parent or the CompanyLanacom, or their respective officers, directors or shareholders; provided, provided however, that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.4 and 5.5 5.2, 5.3, 5.4, Article IX and Article IX X of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of a valid termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall will forthwith become void and there shall will be no liability or obligation on the part of Parent, Sub Merger Sub, Certain Company Shareholders, or the Company, or their respective officers, directors or shareholdersshareholders or Affiliates or Associates; provided, provided however, that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 5.2, 5.3, 5.4, 8.2, 9.6, 9.9, 9.10 and 5.5 and Article IX 9.11 of this Agreement shall will remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub Sub, the Company or the CompanyMembers, or their respective officers, directors officers or shareholdersdirectors, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.4 5.2(b), 5.6, 5.7, and 5.5 and Article IX 5.8 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of If this Agreement --------------------- as provided in is terminated pursuant to this Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, or their respective officers, directors or shareholders; provided, provided however, that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further thatprovided, further, that the provisions of Sections 5.4 and 5.5 5.3, 5.4, 8.2, 8.3 and Article IX of this Agreement and the definitions of any defined terms used in such provisions shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of a valid termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Acquisition Sub or the Company, or their respective officers, directors or shareholdersshareholders or Affiliates or Associates; provided, provided however, that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.4 5.4, 5.5, 8.2, 9.6, 9.9, 9.10 -49- 54 and 5.5 and Article IX 9.11 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Shareholders or the Parent, Sub or the Company, or their respective its officers, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; termination and provided further that, that the provisions of Sections 5.4 6.2 and 5.5 and Article IX of this Agreement 6.3 shall remain in full force and effect and shall survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, or their respective officers, directors or shareholdersstockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.4 and 5.5 and Article IX VIII of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of the termination of ------ -- ----------- this Agreement --------------------- as provided in pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent, Sub Subcorp or the Company, Company or any of their respective officersofficers or directors and all rights and obligations of any party hereto shall cease, directors or shareholders, provided that each party shall remain liable except for any breaches liabilities arising from a breach of this Agreement prior to its such termination; provided further that, the provisions of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of ParentNeoforma, Sub or the CompanyGAR, or their respective officers, directors directors, shareholders or shareholdersMembers, provided or Tivi▇; ▇▇OVIDED, that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further and PROVIDED FURTHER, that, the provisions of Sections 5.4 5.2 and 5.5 and Article IX 5.3 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of a valid termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, or their respective officers, directors or shareholdersshareholders or Affiliates; provided, provided however, that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 5.4 5.4, 5.5, 5.6, 5.22, 9.1, 9.2, 9.5, 9.6, 9.7, 9.9, 9.10 and 5.5 9.11 and Article IX Section 7.1 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub Sub, or the Company, or their respective officers, directors or shareholdersstockholders, provided that each party shall remain liable for any willful and knowing breaches of this Agreement by such party prior to its termination; provided further that, in such event the provisions of Sections 5.4 6.3, 6.5 and 5.5 6.6, Article X and Article IX of this Agreement Section 9.2 shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of --------------------- this Agreement --------------------- as provided in by either Parent or the Company pursuant to the provisions of Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of Parent, Sub or the Company, Parent, Subsidiary or their respective officersofficers or directors (except in this Section 9.2, directors or shareholdersthe second sentence of Section 7.1(a), provided that each Section 7.1(b), Section 7.6 and Section 10.4 shall survive the termination). Nothing in this Section 9.2 shall relieve any party shall remain liable from liability for any breaches willful and intentional breach of this Agreement prior to its termination; provided further that, the provisions any covenant or agreement of Sections 5.4 and 5.5 and Article IX of this Agreement shall remain such party contained in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and and, except as set forth in this Section 8.2, there shall be no liability or obligation on the part of Parent, Merger Sub or the Company, or their respective officers, directors or shareholdersstockholders, provided that each party shall remain liable for any willful breaches of this Agreement prior to its termination; and provided further that, the provisions -42- 44 of Sections 5.3 and 5.4 and 5.5 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub or the Company, or their respective officers, managing directors, directors or shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 and 5.5 5.4, 5.5, 5.6 and Article IX of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of a valid termination of this Agreement --------------------- as provided in Section 8.1, this Agreement shall will forthwith become void and there shall will be no liability or obligation on the part of Parent, Sub Merger Sub, the Shareholder, or the Company, or their respective officers, directors or shareholdersshareholders or Affiliates or Associates; provided, provided however, that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.4 5.2, 5.3, 5.4, 8.2, 9.6, 9.9, 9.10 and 5.5 and Article IX 9.11 of this Agreement shall will remain in full force and effect and survive any termination of this Agreement.