Common use of Effect of Termination Clause in Contracts

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with this ARTICLE 8, then this Agreement will immediately become void, with no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such termination.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.01, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with no without any liability or obligation on the part of the Parties any party or their respective employees, officers, its directors, shareholdersofficers or stockholders, representativesother than the provisions of this Section 8.02, advisorsSection 8.03 and the last sentence of Section 6.08, agents or Affiliates, except as set forth which shall survive any such termination. Nothing contained in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, 8.02 shall relieve any party from liability for any breach of this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and Agreement or the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationAgreement.

Effect of Termination. If In the event of the termination and abandonment of this Agreement is terminated and the Merger pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall become voidvoid and have no effect, with no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (ai) the last sentence of Section 5.2 and all of Sections 6.3(b), 6.3(f), 6.14 5.8 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation 8.4 shall survive any such termination and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby abandonment and (bii) such termination will not operate to relieve no party shall be relieved or released from any Party from liability with respect to such Party’s willful violation arising out of an intentional breach of any provision hereof prior to such terminationof this Agreement.

Effect of Termination. If In the event of the termination and abandonment of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become void, with void and have no effect without any liability or obligation on the part of the Parties any party hereto or their respective employees, officersits affiliates, directors, shareholdersofficers or stockholders other than the provisions of this Section 8.2 and the last sentence of Sections 5.5 and Sections 8.3, representatives, advisors, agents or Affiliates, except as set forth and 9.1 through 9.12 hereof. Nothing contained in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to shall relieve any Party party from liability with respect to such Party’s for any willful violation breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.01, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with no without any liability or obligation on the part of the Parties any party or their respective employees, officers, its directors, shareholdersofficers or stockholders, representativesother than the provisions of this Section 8.02, advisorsSection 8.03 and the last sentence of Section 6.02, agents or Affiliates, except as set forth which shall survive any such termination. Nothing contained in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, 8.02 shall relieve any party from liability for any breach of this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and Agreement or the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationAgreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party hereto, except as set forth in this with respect to Section 8.2 and 3.17, Section 8.3; except that (a) Sections 6.3(b)4.10, 6.3(f)Section 6.4, 6.14 and 8.3Section 6.8, this Section 8.2, Section 8.3 and ARTICLE 9, Exhibit A (as applicable for interpretation which shall survive such termination; provided, however, that nothing herein shall relieve or release any party from liabilities or damages arising out of fraud or its material and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation intentional breach of any provision hereof prior to such terminationof this Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 5.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of the Parties or their respective employeesany party hereto, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (a1) Sections 6.3(b)Section 3.5, 6.3(f)Section 8.1, 6.14 and 8.3Section 8.6, this Section 8.28.7, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)Section 8.8, and the Confidentiality Agreement will not be terminated thereby Section 8.10 hereof shall survive such termination and (b2) such termination will not operate to nothing herein shall relieve any Party party from liability with respect to such Party’s for any willful violation breach of any provision hereof prior to such terminationsurviving Section hereof.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with the foregoing provisions of this ARTICLE 8Section, then this Agreement will immediately shall forthwith become void, with void and of no liability further force or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, effect and no Party shall have any further obligations hereunder except as set forth provided in Sections 7.4, 7.5, 7.7 and this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), paragraph 8.2.4 and the Confidentiality Agreement will not be terminated thereby and (b) such as otherwise expressly contemplated hereby, and provided that neither the termination will not operate to of this Agreement nor anything contained in Section 7.4 or this Section 8.2 shall relieve any Party from any liability with respect to such Party’s willful violation for any wilful breach by it of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.01, then this Agreement will immediately shall forthwith become void, with and there shall be no liability or obligation under this Agreement on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party hereto, except (a) as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby 8.03 and (b) such termination will not operate to nothing herein shall relieve any Party party from liability with respect to such Party’s for any willful violation breach of any provision hereof of its representations, warranties, covenants or agreements set forth in this Agreement prior to such termination; provided, however, that the Confidentiality Agreement shall survive any termination of this Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 9.1, then this Agreement will immediately shall forthwith become voidnull and void and have no effect, with no liability or obligation without any Liability on the part of the Parties any Party; provided, that no such termination shall relieve any Party of any liability or their respective employeesdamages resulting from Actual Fraud or Willful Breach; provided, officersfurther, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this that Section 8.2 and Section 8.3; except that (a) Sections 6.3(b7.6(b), 6.3(fSection 7.16(b)(ii), 6.14 and 8.3, this Section 8.29.2, ARTICLE 9Section 9.3, Exhibit A (as applicable for interpretation Section 9.4 and administration Article X hereof shall survive any termination of the foregoing surviving provisions), and the this Agreement. The Confidentiality Agreement will shall not be terminated thereby and (b) such affected by any termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If Except as provided in Section 8.5 or Section 9.1, in the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become void, with there shall be no liability or obligation on the part of the Parties any party hereto, or any of their respective employees, officers, officers or directors, shareholdersto the other and all rights and obligations of any party hereto shall cease; provided, representativeshowever, advisorsthat nothing herein shall relieve any party from liability for the willful breach of any of its representations, agents warranties, covenants or Affiliates, except as agreements set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationAgreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and by any party hereto as provided in accordance with this ARTICLE 8Article VII, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or further obligation on the part of the Parties any party or their respective employees, officers, directors, shareholders, representatives, advisors, agents officers or Affiliates, directors (except as set forth in this Section 8.2 8.5 and Section 8.3; except that (a) in Sections 6.3(b4.1 and 4.7 which shall survive the termination), 6.3(f), 6.14 and 8.3, . Nothing in this Section 8.2, ARTICLE 9, Exhibit A (as applicable 8.5 shall relieve any party from liability for interpretation and administration any breach or failure of observance of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation provisions of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Sections 6.1, then 6.2 or 6.3, this Agreement will immediately shall thereafter become void, with no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 1.4.1 and Section 8.3; except that (a) for the provisions of Sections 6.3(b), 6.3(f), 6.14 5.3.1 and 8.3, this Section 8.2, ARTICLE 5.3.2 and Article 9, Exhibit A and there shall be no further liability on the part of any party hereto or its respective shareholders, directors, officers or employees in respect thereof, except as follows: (as applicable i) nothing herein shall relieve any party from liability for interpretation any breach of this Agreement, and administration (ii) the obligations of the foregoing surviving provisions), and the Confidentiality Agreement will parties hereto set forth in Section 11.6 shall not be terminated thereby and (b) such affected by a termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1 hereof, then this Agreement will immediately shall become void, void and of no effect with no liability or obligation on the part of any party hereto; provided, that the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth agreements contained in this Section 8.2 and Section 8.3; except that (a) in Sections 6.3(b), 6.3(f), 6.14 5.10 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), 8.3 and the Confidentiality second proviso of Section 5.3 hereof shall survive the termination hereof; and, provided, further, that the termination of this Agreement will shall not be terminated thereby and (b) such termination will not operate to relieve any Party from party for liability with respect to such Party’s for any willful violation and knowing breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated as provided in Section 7.1, 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 in accordance with this ARTICLE 8Agreement, then this Agreement will immediately except for the last sentence of Section 5.2 and, if such termination occurs after the Appointment Date, Section 5.9 hereof shall forthwith become null and void, with and there shall be no liability or obligation on the part of the Parties Parent or their respective employees, officers, directors, shareholders, representatives, advisors, agents the Company except (A) for fraud or Affiliates, except for material breach of this Agreement and (B) as set forth in this Section 8.2 7.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such termination8.1.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with the foregoing provisions of this ARTICLE 8Section, then this Agreement will immediately shall forthwith become void, with void and of no further force or effect and no Party shall have any further obligations or liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, hereunder except as set forth provided in Sections 5.7, 7.3, 7.4, 7.5, the last sentence of Section 7.6, Sections 9.1, 9.2, 9.5, 9.6, 9.7 and 9.8 and this Section 8.2 and Section 8.3; except that (a8.2(5) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby Agreements and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationas otherwise expressly contemplated hereby.

Effect of Termination. If In the event that this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately become void, with no liability or obligation on the part each of the Parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without Liability to Acquiror or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesthe Contributor Parties, except as set forth for the provisions of this Section 8.3, Section 5.16, Article IX, Section 10.3 and Section 10.5; provided, that nothing in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of 8.3 shall relieve Acquiror or the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation Contributor Parties of any provision hereof prior to such terminationLiability for fraud or a willful breach of this Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and by either FNB or MBI as provided in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become voidvoid and have no effect except (i) Sections 6.1(h), with 6.2(b), 6.11(f)-(h), 8.2, 9.3 and 9.8 shall 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 liability or obligation on the part damages arising out of its fraud or willful breach of any of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in provisions of this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationAgreement.

Effect of Termination. If Upon the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8, then this Agreement will immediately become void, with no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that Agreement: (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, except for this Section 8.27.2, ARTICLE the surviving indemnification and contribution obligations as provided in Section 8.5 and Article 9, Exhibit A (as applicable for interpretation all the provisions of this Agreement shall lapse and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and cease to have effect; and (b) such termination will not operate neither the lapsing of those provisions nor their ceasing to relieve have effect shall affect any Party from liability with respect to such Party’s willful violation accrued rights or liabilities of any provision hereof party in respect of damages for breach of this Agreement prior to such terminationlapse and cessation.

Effect of Termination. If Except as otherwise provided in this Agreement, if this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.01 hereof, then this Agreement will immediately shall forthwith become voidvoid (other than Section 5.02 and Section 8.01 hereof, with which shall remain in full force and effect), and there shall be no further liability or obligation on the part of ▇▇▇▇▇▇ Bancorp or Innes Street to the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesother, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration no party shall be relieved or released from any liabilities or damages arising out of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s its willful violation breach of any provision hereof prior to such terminationof this Agreement.

Effect of Termination. If In the event that this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 9.1, then this Agreement will immediately become void, with no liability or obligation on the part each of the Parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without Liability to the Acquiror Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or AffiliatesSeller, except as set forth for the provisions of this Section 9.3, Article X, Section 11.3 and Section 11.5; provided, that nothing in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of 9.3 shall relieve the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation Acquiror Parties or Seller of any provision hereof prior to such terminationLiability for fraud or a willful breach of this Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 7.01, then except as provided in Section 8.01, this Agreement will immediately shall forthwith become voidvoid and have no effect, with and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany Party, except as set forth in for the provisions of this Section 8.2 7.02, Section 7.03 and Section 8.3Article VIII, each of which shall remain in full force and effect; except provided, however, that (a) Sections 6.3(b), 6.3(f), 6.14 no Party shall be relieved or released from any liability or damages arising from a willful and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation material breach of any provision hereof prior to such terminationof this Agreement.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 6.2, then this Agreement will immediately shall forthwith become voidvoid and of no further force or effect and no party shall have any further obligations or liability hereunder except the provisions of Sections 2.3(b), with no liability or obligation on the part of the Parties or their respective employees2.3(d), officers4.5, directors4.6, shareholders7.2, representatives7.4, advisors7.5, agents or Affiliates7.9, except 7.10, 7.11, 7.12, 7.13 and this Section 6.4 shall remain in full force and effect and shall survive any such termination and as set forth otherwise expressly contemplated hereby. Nothing in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 6.4 shall relieve any Party from party of liability with respect to such Party’s willful violation for any breach of any provision hereof this Agreement prior to such its termination.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.01, then this Agreement will immediately shall become voidvoid and of no effect without liability of any party (or any shareholder, with no liability director, officer, employee, agent, consultant or obligation on representative of such party or any of its Affiliates) to the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesother party hereto, except as set forth provided in Section 8.02(c) or Section 8.03(c); provided that nothing contained in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration Agreement shall limit either party’s rights to recover any liabilities or damages arising out of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Partyother party’s willful violation breach of any provision of this Agreement. The provisions of this Section 8.04 and Section 6.15, Section 8.02, Section 8.03 and Article 10 shall survive any termination hereof prior pursuant to such terminationSection 8.01.

Effect of Termination. If In the event of the termination --------------------- and abandonment of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with no without any liability or obligation on the part of any party hereto, other than the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in provisions of this Section 8.2 and Section 8.3; except that (aSections 4.8, 5.6, 6.3(b) Sections 6.3(b), 6.3(f), 6.14 and 8.3, 8.3 and Article IX. The termination of this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will shall not be terminated thereby and (b) such termination will not operate to relieve any Party party from liability with respect to such Party’s for any willful violation breach of any provision hereof prior to such terminationcovenant contained in this Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 9.01, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, either party hereto except (a) as set forth in this Section 8.2 Sections 5.03 and Section 8.3; except that (a) Sections 6.3(b)9.03, 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to that nothing herein shall relieve any Party party from liability with respect for any breach of this Agreement and (c) the Purchaser shall promptly return or destroy (and cause its agents and representatives to such Party’s willful violation of any provision hereof prior return or destroy) all documents (and copies thereof) relating to such terminationthe Business that were furnished to the Purchaser and all excerpts therefrom and notes related thereto.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to Section 7.1, this Agreement, except for this Section 7.2, the provisions of the second sentence of Section 5.3(f) and in accordance with this ARTICLE 8Sections 7.3, then this Agreement will immediately 8.7 and 8.10, shall become voidvoid and have no effect, with no without any liability or obligation on the part of the Parties any party or their respective employeesits directors, officers, directorsshareholders or stockholders. Notwithstanding the foregoing, shareholders, representatives, advisors, agents or Affiliates, except as set forth nothing in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 7.2 shall relieve any Party from party to this Agreement of liability with respect to such Party’s willful violation for a breach of any provision hereof prior to such terminationof this Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE Article 8, then written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which termination is made, and this Agreement will immediately shall forthwith become void, with and there shall be no liability or obligation under this Agreement on the part of any party hereto; provided, however, that the Parties or their respective employeesterms of Section 6.11, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in Article 8 and Article 9 shall survive any termination of this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)Agreement, and the Confidentiality Agreement will not be terminated thereby and (b) no such termination will not operate to shall relieve any Party from a party of liability with respect to such Party’s for its fraud or willful violation breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 6.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of the Parties or their respective employeesany party hereto, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (a1) Sections 6.3(b)Section 4.4, 6.3(f)Section 10.1, 6.14 Section 10.6, Section 10.7, Section 10.8 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby 10.10 hereof shall survive such termination and (b2) such termination will not operate to nothing herein shall relieve any Party party from liability with respect to such Party’s for any willful violation breach of any other provision hereof prior to such terminationhereof.

Effect of Termination. If Termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8, then this Agreement will immediately become void, with no liability or obligation on the part Section 8.1 shall terminate all obligations of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesparties hereunder, except as set forth in for the obligations under this Section 8.2 Article VIII and Article IX and Section 8.35.3, which shall survive such termination and remain in full force and effect; except provided, however, that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and termination pursuant to clause (b) such termination will or (c) of Section 8.1 shall not operate relieve the defaulting or breaching party from any liability to relieve any Party from liability with respect to such Party’s willful violation the other party hereto for breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become voidnull and void and have no effect, with no liability or obligation without any Liability on the part of the Parties any Party; provided, that no such termination shall relieve any Party of any liability or their respective employeesdamages resulting from Fraud Claims; provided, officersfurther, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this that Section 8.2 and Section 8.3; except that (a) Sections 6.3(b5.6(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation Section 8.3 and administration Article IX hereof shall survive any termination of the foregoing surviving provisions), and the this Agreement. The Confidentiality Agreement will shall not be terminated thereby and (b) such affected by any termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to as provided in Section 7.1, all obligations and agreements of the parties set forth in accordance with this ARTICLE 8, then this Agreement will immediately shall become void, with void and of no further force and effect whatsoever and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, parties hereto except as set forth in this Section 8.2 and Section 8.3; except that (ai) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration any liability of the foregoing surviving provisions), and the Confidentiality Company as a result of a breach of this Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such termination, and (ii) that the provisions of this Section 7.2 and ARTICLE 8 (and all related definitions in ARTICLE 1) shall survive any such termination and shall be enforceable hereunder.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately shall forthwith become void, with and there shall be no liability or obligation under this Agreement on the part of any party hereto (except that the Parties provisions of this Section 7.2, Section 7.3 (Fees and Expenses) and Section 8.1 (Confidentiality) shall survive any such termination); PROVIDED, HOWEVER, that nothing herein shall relieve any party from liability for any breach of any of its representations, warranties, covenants or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as agreements set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such termination.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 10.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party hereto, except as set forth in this Section 8.2 that the provisions of Sections 8.4 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)12.11 shall not be extinguished but shall survive such termination, and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to nothing herein shall relieve any Party party from liability with respect for any breach hereof and each party shall be entitled to any remedies at law or in equity for such Party’s willful violation of any provision hereof prior to such terminationbreach.

Effect of Termination. If In the event this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.1 hereof, then this Agreement will immediately shall become voidvoid and have no effect, with no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (ai) the provisions of Sections 6.3(b), 6.3(f), 6.14 5.5. 7.6 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby 8.1 hereof shall survive any such termination and (bii) such a termination will pursuant to Section 7.1 shall not operate to relieve any Party the breaching party from liability with respect to for any willful breach of such Party’s willful violation of any provision hereof prior covenant or agreement or representation or warranty giving rise to such termination.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 8.01, then this Agreement will immediately shall forthwith become voidvoid except for Section 5.03, with this Section 8.02 and Article IX and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, either party hereto except (a) as set forth in this Section 8.2 Sections 5.03 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby 9.01 and (b) such termination will not operate to that nothing herein shall relieve any Party either party from liability with respect to such Party’s willful violation for any material breach of any provision hereof this Agreement occurring prior to such termination.

Effect of Termination. If The party desiring to terminate this Agreement will give written notice of such termination to the other party. Except for any material breach of this Agreement by any party hereto (which breach and liability therefore will not be affected by the termination of this Agreement or the payment of any Reimbursable Expenses (as defined in Section 8.3 hereof)), if this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1 hereof, then this Agreement will immediately become void, void and of no effect with no liability or obligation on the part of any party hereto; provided, however, that notwithstanding such termination the Parties or their respective employeesagreements contained in Sections 8.2, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation 8.4 and administration of Article 9 hereof will survive the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationhereof.

Effect of Termination. If In the event of any termination of this Agreement is terminated pursuant to as provided in Section 8.1, the obligations of the parties shall terminate and in accordance with this ARTICLE 8, then this Agreement will immediately become void, with there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party with respect thereto, except as set forth for the confidentiality provisions of Section 6.4 and the provisions of Sections 3.25, 3.29, 4.14, 4.16, 6.7, 8.2, and 8.3 and Article IX, each of which shall survive the termination of this Agreement and remain in this full force and effect; provided, however, that subject to Section 8.2 and Section 8.3; except that (a) Sections 6.3(b8.3(g), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of neither Parent nor the foregoing surviving provisions), and the Confidentiality Agreement will not Company shall be terminated thereby and (b) such termination will not operate to relieve released from any Party from liability with respect to such Party’s willful violation liabilities or damages arising out of any provision hereof material and intentional breach of this Agreement or fraud prior to such termination.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately become void, with shall be of no liability further force or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliateseffect, except (a) as set forth in this the last sentence of Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.35.1, this Section 8.27.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)Section 7.3, and Article 8, each of which shall survive the Confidentiality Agreement will not be terminated thereby termination of this Agreement, and (b) such termination will not operate to nothing herein shall relieve any Party party from liability with respect to such Party’s willful violation for any breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation Liability on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except either Party except: (a) as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to Section 7.4 (Confidentiality), Section 10.4 (Governing Law) and Section 10.14 (Expenses) shall survive termination, and (c) nothing herein shall relieve any Party from liability with respect to such Liability or damages incurred or suffered by a Party as a result of fraud by another Party’s willful violation of any provision hereof prior to such termination.

Effect of Termination. If In the event of the termination and abandonment of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately shall forthwith become voidnull and void and have no further force and effect, with no without any liability or obligation on the part of the Parties any party hereto or their respective employees, officersits affiliates, directors, shareholdersofficers or stockholders, representativesother than the provisions of Sections 5.1, advisors7.2, agents or Affiliates7.3 and 9.10, except as set forth and the third sentence of Section 5.8 (a), all of which shall survive such termination. Nothing contained in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 7.2 shall relieve any Party party from liability with respect to such Party’s for any material and willful violation breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant under Section 7.1, this Agreement shall thereafter become void and have no effect and no party hereto shall have any liability to any other party hereto or its stockholders, members, directors or officers in respect thereof; provided that the provisions of Article VIII, Sections 4.7, 5.10, 5.11, 7.3 and this Section 7.2 shall remain in full force and effect and survive any termination of this Agreement until the expiration of such provisions in accordance with this ARTICLE 8, then this Agreement will immediately become void, with no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationterms.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 6.1, then this Agreement will immediately shall forthwith become void, with void and have no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliateseffect, except (a) to the extent that such termination results from the material breach by a party hereto of its obligations hereunder (in which case such breaching party shall be liable for all damages allowable at law and any relief available at equity), (b) as otherwise set forth in this Section 8.2 any written termination agreement and Section 8.3; except (c) that (a) Sections 6.3(b4.3(b), 6.3(f)4.12, 6.14 and 8.36.2, this Section 8.1, 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation 8.11 and administration 8.12 shall survive termination of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If At the end of the Term, this Agreement is terminated pursuant to shall become void and have no effect, provided that (i) the following provisions hereof shall survive any such termination and remain in full force and effect in accordance with this ARTICLE 8the terms thereof: Sections 3.1, then this Agreement will immediately become void7.1, with no liability or obligation on the part of the Parties or their respective employees7.3 and 8.3 and Articles 5, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 6 and Section 8.39; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (bii) such termination will shall not operate to relieve either Party of any obligation, or deprive either Party from liability any benefit, accruing prior thereto, and (iii) such termination shall be without prejudice to the rights and remedies of any party with respect to such Party’s willful violation any antecedent breach of any provision hereof prior to such terminationthe provisions of this Agreement.

Effect of Termination. If this Agreement is terminated pursuant to as provided in Section 6.1 above, it shall, other than the provisions of Article 2 and in accordance with this ARTICLE 8Sections 3.4(c), then this Agreement will immediately 3.4(d), 4.1, 4.2, 4.4, 6.2, 7.8 and 7.13 which shall survive any such termination, become void, with of no further force and effect and no party shall have any further liability or obligation on to the part other party hereunder except for liability arising from an intentional or wilful breach of the Parties or their respective employeesthis Agreement, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve including any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationfraudulent misrepresentation.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with no without any liability or obligation on the part of the Parties any party or their respective employees, officers, its directors, officers or shareholders, representatives, advisors, agents or Affiliates, except as set forth in other than the provisions of the penultimate sentence of Section 6.3 and the provisions of this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b)8.3 and the applicable provisions of Article Nine, 6.3(f), 6.14 and 8.3, which shall survive any such termination. Nothing contained in this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 8.2 shall relieve any Party party from liability with respect to such Party’s for fraud or any willful violation breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination and abandonment of this Agreement is terminated by either Buyer or Seller pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall become voidvoid and have no effect, with no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (ai) the provisions of Sections 6.3(b)6.6, 6.3(f)8.2, 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)9.2, and the Confidentiality Agreement will not be terminated thereby 9.3 shall survive any such termination and abandonment, and (bii) no such termination will not operate to shall relieve any the breaching Party from liability with respect to such Party’s willful violation Liability resulting from any breach by that Party of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party hereto, except as set forth in this Section 8.2 and Section 8.3; except that (a) with respect to Sections 3.17, 4.5, 6.3(b), 6.3(f), 6.14 and 8.36.8, this Section 8.2, ARTICLE 9Section 8.3 and Article IX, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)which shall survive such termination; provided, and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to however, that nothing herein shall relieve any Party party from liability with respect for any willful and material breach hereof, which, in the case of Parent, shall include liability to such Party’s willful violation of any provision hereof prior to such terminationthe Company for lost shareholder premium.

Effect of Termination. If Except as provided in Section --------------------- 6.2(b), Section 8.5 and Section 10.1, in the event of termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become void, with there shall be no liability or obligation liability, except as a result of any prior breach thereof, under this Agreement on the part of Purchaser, Merger Sub or the Parties Company or any of their respective employees, officers, directors, shareholders, representatives, advisors, agents officers or Affiliatesdirectors and all rights and obligations, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation a result of any provision hereof prior to such terminationbreach thereof, of each party hereto shall cease.

Effect of Termination. If In the event that this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 9.1, then this Agreement will immediately shall forthwith become void, with void and of no further force or effect and there shall be no liability or obligation hereunder on the part of the Parties or their respective employeesparties hereto; provided, officershowever, directorsthat notwithstanding the foregoing, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this the provisions of Section 8.2 and Section 8.3; except that 6.5 (a) Sections 6.3(bConfidentiality), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation 9.2 and administration Article X shall survive any termination of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately become voidshall terminate (except for the provisions of this Section 7.2, with Section 7.3 and Article VIII), and there shall be no other liability or obligation on the part of Rowan or Ensco to the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, other except as set forth provided in Section 7.3 and liability arising out of, or the result of, fraud or any Willful Breach of this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (Agreement occurring prior to termination or as applicable provided for interpretation and administration of the foregoing surviving provisions), and in the Confidentiality Agreement will not Agreement, in which case the aggrieved Party shall be terminated thereby entitled to all rights and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationremedies available at Law or in equity.

Effect of Termination. If Upon termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Article VIII, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability further obligations or obligation liabilities on the part of the Parties or their respective employeesParties; provided, officersthat, directorsSection 2.3(b)(ii), shareholdersSection 5.9, representativesArticle VIII, advisorsSection 9.1, agents or Affiliates, Section 9.3 through Section 9.11 (except as otherwise set forth therein) and Section 9.13 shall survive the termination of this Agreement; provided further that nothing set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to shall relieve any Party from liability with respect to such Party’s willful violation for any breach of any provision hereof this Agreement occurring prior to such termination.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.01, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with no without any liability or obligation on the part of the Parties any party or their respective employees, officers, its directors, shareholdersofficers or shareholders of the Company, representativesother than the provisions of this Section 8.02, advisorsSection 8.03 and the last sentence of Section 6.02, agents or Affiliates, except as set forth which shall survive any such termination. Nothing contained in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, 8.02 shall relieve any party from liability for any breach of this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and Agreement or the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationAgreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 7.01, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with and there shall be no liability or obligation on the part of Parent or the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or AffiliatesCompany, except as set forth in for the provisions of this Section 8.2 7.02, Section 7.03 and Section 8.3; Article VIII, which shall survive any such termination and remain in full force and effect, and except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not no Party shall be terminated thereby and (b) such termination will not operate to relieve relieved or released from any Party liability or damages arising from liability with respect to such Party’s a willful violation or intentional breach of any provision hereof prior to such terminationof this Agreement.

Effect of Termination. If In the event of the termination and --------------------- abandonment of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.01 hereof, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with no without any liability or obligation on the part of the Parties any party hereto or their respective employees, officersits affiliates, directors, shareholdersofficers or stockholders, representativesother than the provisions of this Section 8.02 and Sections 6.02(b) and 8.03. Nothing contained in this Section 8.02 shall relieve any party from liability for any willful breach of any of its representations, advisorswarranties, agents covenants or Affiliates, except as agreements set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationAgreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation Liability on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party hereto with respect to this Agreement, except as set forth in this with respect to the provisions of Section 8.2 and 6.4, Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.36.9, this Section 8.2, Section 8.3 and ARTICLE 9X, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)which provisions shall survive such termination; provided, and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to however that nothing herein shall relieve any Party party hereto from liability with respect to such Party’s Liability for any willful violation of any provision hereof prior to such terminationor intentional breach hereof.

Effect of Termination. If the transactions contemplated by this Agreement is are terminated pursuant to and Section 9.1 by notice in accordance with this ARTICLE 8writing to the non-terminating party or parties, then this Agreement will immediately shall become void, with void and of no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesfurther force and effect, except as set forth that such termination shall not relieve (i) any party from its covenants in respect of confidentiality contained in Section 6.3 and the second to last sentence of Section 5.5 and (ii) any party then in breach of any representation, warranty, covenant or agreement contained in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with in respect to of such Party’s willful violation of any provision hereof prior to such terminationbreach.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of the Parties any party hereto, or their respective employeesits affiliates, officers, directorsdirectors or stockholders, shareholdersprovided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, representativesthe provisions of Section 5.4 (Confidentiality), advisorsSection 5.10 (Public Disclosure), agents or Affiliates, except as set forth in Article 9 and this Section 8.2 of this Agreement shall remain in full force and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 effect and 8.3, survive any termination of this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationAgreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.01, then this Agreement will immediately shall forthwith become void, with and there shall be no liability or obligation under this Agreement on the part of any party hereto (except that the Parties provisions of Sections 6.03(b), this Section 8.02, Section 8.03 and Article IX shall survive any such termination); provided, however, that nothing herein shall relieve any party from liability for any willful and material breach of any of its representations, warranties, covenants or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as agreements set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such termination.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; any party except that (a) the provisions of Article VIII (other than Sections 6.3(b), 6.3(f), 6.14 8.1 and 8.3, 8.2) and this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby 7.2 shall remain in effect and (b) such termination will not operate to nothing herein shall relieve any Party party from liability with respect to such Party’s willful violation for any breach of any provision hereof this Agreement prior to such termination.

Effect of Termination. If In the event of any termination of this Agreement is terminated pursuant to as provided in Section 8.1, the obligations of the parties hereunder shall terminate and in accordance with this ARTICLE 8, then this Agreement will immediately become void, with there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party hereto with respect thereto, except as set forth in this for the confidentiality provisions of Section 8.2 6.3 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, the provisions of this Section 8.2, ARTICLE 9Section 8.3 and Article IX, Exhibit A (as applicable for interpretation each of which shall remain in full force and administration of the foregoing surviving provisions)effect; provided, and the Confidentiality Agreement will not however, that no party hereto shall be terminated thereby and (b) such termination will not operate to relieve relieved or released from any Party liability or damages arising from liability with respect to such Party’s a willful violation breach of any provision hereof prior to such terminationof this Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation Liability on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany Party, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b)for the provisions of Section 5.2 relating to public announcements, 6.3(f)Section 8.2 relating to fees and expenses, 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby 7.2 and (b) such termination will not operate to that nothing herein shall relieve any either Party from liability with respect to such Party’s Liability for any fraud or willful violation and material breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.01, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with and there shall be no liability or obligation under this Agreement on the part of any party hereto (except that the Parties or their respective employeesprovisions of Section 6.04(a), officersthis Section 8.02, directorsSection 8.03 and Article IX shall survive any such termination); provided, shareholdershowever, representatives, advisors, agents or Affiliatesthat, except as to the extent expressly set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b8.03(f), 6.3(f), 6.14 no party shall be relieved or released from any liabilities or damages arising out of fraud or its willful and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation material breach of any provision hereof prior to such terminationof this Agreement.

Effect of Termination. If Upon termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Article VII, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability further obligations or obligation liabilities on the part of the Parties or their respective employeesParties; provided, officersthat, directorsSection 2.2(b)(iii), shareholdersSection 2.3(b)(ii), representativesSection 5.9, advisorsSection 8.1, agents or AffiliatesSection 8.3 through Section 8.9, except as Section 8.11 and Section 8.13 shall survive the termination of this Agreement; provided further that nothing set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to shall relieve any Party from liability with respect to such Party’s willful violation for any breach of any provision hereof this Agreement occurring prior to such termination.

Effect of Termination. (a) If this Agreement is terminated pursuant to and the Transactions are abandoned as described in accordance with this ARTICLE 8Section 7.01, then this Agreement will immediately shall become void, with null and void and of no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesfurther force and effect, except as set forth for the provisions of (i) Section 5.02 relating to certain expenses, (ii) Section 5.03 relating to publicity, (iii) Section 7.01 and this Section 7.02 relating to termination and (iv) Article VIII relating to indemnification. Nothing in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable 7.02 shall be deemed to release any party from any liability for interpretation and administration any breach by such party of the foregoing surviving provisions), terms and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation provisions of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1 prior to the Closing Date, then this Agreement will immediately shall become voidvoid and of no further force and effect; provided, with no liability or obligation on however, that (a) the part provisions of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will Article IX shall survive such termination with respect to any action required hereunder which was not be terminated thereby complete prior to such termination and (b) such termination will not operate to nothing herein shall relieve any Party from any liability for fraud or with respect to such Party’s willful violation any material breach of any provision hereof the provisions of this Agreement prior to such termination.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately shall become void, void and of no effect with no liability or obligation on the part of the Parties or their respective employeesany party hereto, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (ai) the confidentiality provisions in Sections 6.3(b5.1(g) and Sections 5.1(i), 6.3(f)8.7, 6.14 8.8, 8.9 and 8.3, 8.12 shall survive the termination of this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (bii) such termination will shall not operate to relieve any Party from liability with respect to such Party’s willful violation party hereto of any provision hereof liability for any willful breach by that party of its covenants, agreements or other obligations under this Agreement occurring prior to such termination.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with no without any liability or obligation on the part of the Parties any party or their respective employees, officers, its directors, shareholdersofficers or stockholders, representatives, advisors, agents or Affiliates, except as set forth in other than the provisions of the last sentence of Section 6.3 and the provisions of this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b)8.3 and the applicable provisions of Article Nine, 6.3(f), 6.14 and 8.3, which shall survive any such termination. Nothing contained in this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 8.2 shall relieve any Party party from liability with respect to such Party’s for any willful violation breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and by either Webster or DS Bancor as provided in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become voidvoid and have no effect except (i) the last sentences of Sections 6.2(a) and 6.2(b) and Sections, with no liability or obligation on 8.2, 8.3, 9.2 and 9.3 shall survive any termination of this Agreement, and (ii) notwithstanding anything to the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth contrary contained in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b)Agreement, 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration no party shall be relieved or released from any liabilities or damages arising out of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s its willful violation or intentional breach of any provision hereof prior to such terminationof this Agreement.

Effect of Termination. If In the event of the termination of --------------------- this Agreement is terminated pursuant to and in accordance with this ARTICLE 8under Section 7.1, then this Agreement will immediately shall thereafter become void, with void and have no effect and no party hereto shall have any liability to any other party hereto or obligation on the part of the Parties its shareholders or their respective employees, officers, directors, shareholders, representatives, advisors, agents directors or Affiliatesofficers in respect thereof, except as set forth in this that the provisions of Section 8.2 3.8 (with respect to documents and Section 8.3; except that (a) Sections 6.3(bconfidential information), 6.3(fSection 7.6 (with respect to a break fee under certain circumstances), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A 8.3 (as applicable for interpretation and administration of the foregoing surviving provisionswith respect to indemnification), and the Confidentiality Agreement will not be terminated thereby and Section 8.12 (b) such termination will not operate to relieve any Party from liability with respect to expenses) shall survive any such Party’s willful violation termination if such obligations arose at or before the time of any provision hereof prior to such termination.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become void, with and there shall be no liability or obligation on the part of the Parties any party hereto or their respective employees, officersany of its affiliates, directors, officers or shareholders; provided, representativeshowever, advisors, agents that nothing in this Section 8.2 shall relieve any party from liability for breach of this Agreement or Affiliates, except for fees and expenses as set forth in Section 8.3, and that this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, 8.3 shall survive indefinitely any termination of this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationAgreement.

Effect of Termination. If Notwithstanding anything to the contrary in this Agreement is terminated pursuant to (except Section 11.20.4), in the event of termination of this Agreement, the transaction shall not close and in accordance with this ARTICLE 8, then this Agreement will immediately shall become voidvoid and have no further effect whatsoever, with and no liability party hereto shall have any further liability, obligations, right or obligation on duty to the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesother under this Agreement, except as set forth provided in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b)11.20.1, 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)11.20.2, and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such termination11.20.4, as applicable.

Effect of Termination. If In the event of termination of the Agreement, this Agreement is terminated pursuant to and in accordance with this ARTICLE 8, then this Agreement will shall immediately become voidvoid and have no effect, with no without any liability or obligation on the part of Parent, Merger Sub, Merger Sub I or the Parties or their respective employeesCompany, officersprovided, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that that: (a) Sections 6.3(bthe Confidentiality Agreement and the provisions of Section 3.29 and Section 4.19 (Brokers), 6.3(fSection 5.13 (Public Announcements), 6.14 and 8.3, this Section 8.27.2, ARTICLE 9, Exhibit A Section 7.3 (as applicable for interpretation Fees and administration of the foregoing surviving provisionsExpenses), and the Confidentiality Agreement will not be terminated thereby and Section 8.2 (b) such termination will not operate to relieve any Notices), Section 8.5 (Entire Agreement), Section 8.6 (No Third Party from liability with respect to such Party’s willful violation of any provision hereof prior to such termination.Beneficiaries), Section 8.7 (Governing Law), Section 8.8 (

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately shall forthwith become void, with and there shall be no liability or obligation under this Agreement on the part of any party hereto (except that the Parties provisions of this Section 7.2, Section 7.3 (Termination Fee) and Section 8.1 (Confidentiality) shall survive any such termination); provided, however, that nothing herein shall relieve any party from liability for any breach of any of its covenants (or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as willful breach of its representations and warranties) set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such termination.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.01, then this Agreement will immediately shall forthwith become void, with void and have no effect without any liability or obligation on the part of the Parties any party hereto or their respective employeesits Affiliates, directors, officers, directorsstockholders, shareholderspartners, representativesmanagers or members other than the provisions of this Section 7.02 and Sections 5.04, advisors5.05, agents or Affiliates8.01, except and 8.05 hereof, which shall survive any termination as set forth in Section 8.01. Nothing contained in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 7.02 shall relieve any Party party from liability with respect to such Party’s willful violation for any breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party hereto, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to this Section 7.2, Section 7.3 and Article VIII, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof; provided, further, that the provisions of the Nondisclosure Agreement shall survive any such termination pursuant to the terms therein.

Effect of Termination. If In the event that this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 6.1, then this Agreement will immediately shall become void, with and there shall be no liability or obligation on the part of Purchaser or Sellers or any of their Affiliates in connection therewith; provided, that the Parties or their respective employeesParties’ obligations under the proviso of Section 1.6 (TIPLA Amendment Closing), officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in Section 4.5 (Public Announcements) and this Section 8.2 6.2 and Section 8.3; except that Article VII (aMiscellaneous) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve shall survive any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such termination.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and by either ACT or ICH as provided in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with no without any liability or obligation on the part of ICH or ACT, other than the Parties or their respective employeeslast sentence of Section 6.2, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and this Section 8.3; except that (a) Sections 6.3(b). Notwithstanding the foregoing, 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not no party shall be terminated thereby and (b) such termination will not operate to relieve any Party relieved from liability with respect to such Party’s willful violation for any willful, material breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.01, then this Agreement will immediately shall forthwith become void, with and there shall be no liability or obligation under this Agreement on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party hereto, except (a) as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b)8.03, 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to for the provisions of Article IX and (c) nothing herein shall relieve any Party party from liability with respect to such Party’s for any willful violation breach of any provision hereof this Agreement prior to such termination; provided, however, that the Confidentiality Agreements shall survive any termination of this Agreement in accordance with their respective terms.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 7.1 hereof, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of either of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesparties, except as set forth in Sections 5, 6, 8.5, 8.6, 8.7, 8.9, 8.10, 8.11 and this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such termination7.2.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Article XII, then this Agreement will immediately shall forthwith become void, with null and void and of no liability further force or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliateseffect, except for provisions that are specifically identified as set forth in intended to survive such termination (including Sections 2.03(a)(i) and 4.01, Section 12.06 (as contemplated therein) and this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b12.07). Notwithstanding the foregoing, 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to nothing herein shall relieve any Party hereto from liability with respect to such Party’s willful violation for any fraud or any intentional and material breach of any provision hereof prior to such terminationhereof.

Effect of Termination. If this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall become void, with null and void and of no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesfurther force and effect, except as set forth in this for the provisions of Section 8.2 and 5.3, Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.38.1, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)Section 8.3, and the Confidentiality Agreement will not Article X. Nothing in this Section 8.2 shall be terminated thereby and (b) such termination will not operate deemed to relieve release any Party from liability with respect to any Liability for fraud or a deliberate or willful breach by such Party’s willful violation Party of any provision hereof prior to such terminationthe terms and provisions of this Agreement.

Effect of Termination. If (a) In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.4, then this Agreement will immediately shall be terminated and become voidvoid and have no effect, with and except as provided in Section 7.5(b), there shall be no liability or obligation hereunder on the part of the Parties General Partner or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth the Partnership. (b) Nothing in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 7.5 shall relieve or release any Party from to this Agreement or any liability with respect to or damages arising out of such Party’s willful violation breach of any provision hereof prior to such terminationof this Agreement. (c) This Section 7.5 and Article VIII shall survive any termination of this Agreement.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with this ARTICLE 8as permitted by Section 8.1, then this Agreement will immediately shall forthwith become void, with null and void and there shall be no liability or obligation on the part Liability of the Parties any party to this Agreement or their respective employeesAffiliates; provided, officers, directors, shareholders, representatives, advisors, agents that no party hereto shall be relieved of any Liability for fraud or Affiliates, except as set forth in for any willful and material failure to perform a covenant of this Agreement occurring prior to such termination. The provisions of this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)6.1, and the Confidentiality Article IX (other than Section 9.8) shall survive any termination of this Agreement will not be terminated thereby and (b) such termination will not operate pursuant to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationSection 8.1.

Effect of Termination. If Except for the provisions of Sections 7.2, 7.3, 7.6, 9.4 and the provisions of Article X hereof, each of which shall survive any termination of this Agreement, in the event of termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 9.2, then this Agreement will immediately shall forthwith become void, with void and of no liability or obligation on the part of further force and effect and the Parties or their respective employeesshall be released from any and all obligations hereunder; provided, officershowever, directors, shareholders, representatives, advisors, agents or Affiliatesthat, except as set forth specifically provided in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b)9.4 below, 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to nothing herein shall relieve any Party from liability with respect to such Party’s willful violation for the breach of any provision hereof prior to such terminationof its obligations under this Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately become void, with there shall be no liability or further obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party, except as set forth in this Section 8.2 that Sections 4.5, 7.2, 9.1, 9.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) 9.5 shall survive any such termination will not operate to and nothing shall relieve any Party party from liability with respect to such Party’s willful violation for any breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of any termination of the Agreement as provided in Section 7.1 hereto, this Agreement is terminated pursuant to shall forthwith become wholly void and in accordance with this ARTICLE 8, then this Agreement will immediately become void, with of no further force or effect (except Sections 7.2 and 7.3 and Article IX (other than Sections 9.15 and 9.16)) and there shall be no liability or obligation on the part of the Parties any parties hereto or their respective employees, officers, officers or directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth provided in this Section 8.2 such Sections and Section 8.3; except that (a) Sections 6.3(b)Article. Notwithstanding the foregoing, 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not no party hereto shall be terminated thereby and (b) such termination will not operate to relieve any Party relieved from liability with respect to such Party’s for any willful violation breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and as provided in accordance with this ARTICLE 8Section 11.1, then this Agreement will immediately shall forthwith become void; provided, with no however, that such termination shall not relieve any party of its obligations under Section 8.3, Section 13.9 and Section 13.15 nor relieve any party from liability or obligation on the part for any breach hereof. Upon any termination of this Agreement, each party hereto will return all documents, work papers and other material of the Parties other party relating to the transactions contemplated hereby and all copies of such materials, whether so obtained before or their respective employeesafter the execution hereof, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of to the foregoing surviving provisions), and party furnishing the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationsame.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.1 hereof, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with no without any liability or obligation on the part of the Parties any party or their respective employees, officers, its directors, officers or shareholders, representativesother than the provisions of the last sentence of Section 5.2 hereof and the provisions of this Section 7.2 and Section 7.3 hereof, advisors, agents or Affiliates, except as set forth which shall survive any such termination. Nothing contained in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 7.2 shall relieve any Party party from liability with respect to such Party’s willful violation for any breach of any provision hereof prior to such terminationcovenant of this Agreement or any breach of warranty or misrepresentation.

Effect of Termination. If Upon the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 11.01, then this Agreement will immediately shall forthwith become void, with null and void and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party hereto, except as set forth in this Section 8.2 11.03 and Section 8.3; except that for the provisions of (a) Sections 6.3(bSection 3.21 (Brokerage), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to Section 4.10 (Brokerage), (c) Section 6.04(d) (Confidentiality), (d) this Section 11.02, and (e) Article XII, which shall survive such termination.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to Section 7.1, this Agreement, except for the provisions of the second sentence of Section 5.2, this Section 7.2 and in accordance with this ARTICLE 8Sections 7.3, then this Agreement will immediately 8.2 and 8.4, shall become voidvoid and have no effect, with no without any liability or obligation on the part of any party or any of its affiliates. Notwithstanding the Parties or their respective employeesforegoing, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth nothing in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 7.2 shall relieve any Party from party to this Agreement of liability with respect to such Party’s for any willful violation breach of any provision hereof prior to such terminationof this Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 11.01 hereof, then this Agreement will immediately shall, except for the provisions of Sections 3.14 and 4.04 and the confidentiality provisions of Section 6.01, forthwith become voidnull and void and have no effect, with no without any liability or obligation on the part of the Parties any party or their respective employees, officers, its directors, shareholders, representatives, advisors, agents officers or Affiliates, except as set forth stockholders. Nothing in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 11.02 shall relieve any Party from party to this Agreement of liability with respect to such Party’s willful violation for breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become void, with void and of no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesfurther force and effect, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, for the provisions of this Section 8.2, ARTICLE 9Section 11 and Section 12, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)which shall survive such termination; provided, and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to however, that nothing herein shall relieve any Party party from liability with respect to such Party’s willful violation Liability for any breach of any provision hereof prior to such terminationrepresentation, warranty, covenant or agreement contained in this Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated pursuant to and by either FNB or CBI as provided in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become voidvoid and have no effect except (i) Sections 6.1(g), with 6.2(b), 6.11(f)-(h), 8.2, 8.3, 9.3 and 9.8 shall 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 liability or obligation on the part damages arising out of its willful breach of any of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in provisions of this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation of any provision hereof prior to such terminationAgreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.1, then this Agreement will immediately shall forthwith become voidvoid and have no effect, with no without any liability or obligation on the part of the Parties any party or their respective employees, officers, its directors, shareholdersofficers or stockholders, representatives, advisors, agents or Affiliates, except as set forth in other than the provisions of the last sentence of Section 6.2 and the provisions of this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, which shall survive any such termination. Nothing contained in this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 8.2 shall relieve any Party party from liability with respect to such Party’s willful violation for any breach of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If 7.2.1 In the event of the termination of this Agreement is terminated pursuant to Section 7.1, this Agreement, except for any provisions relating to the confidentiality obligations of the parties hereto to each other and in accordance with the provisions of this ARTICLE 8Section 7.2 and Section 8.12, then this Agreement will immediately shall become voidvoid and have no effect, with no without any liability or obligation on the part of the Parties any party or their respective employees, officers, its directors, shareholdersofficers or stockholders. Notwithstanding the foregoing, representatives, advisors, agents or Affiliates, except as set forth nothing in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to 7.2 shall relieve any Party from party to this Agreement of liability with respect to such Party’s willful violation for a material breach of any material provision hereof prior to such terminationof this Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to Section 8.01, this Agreement, except for the provisions of Section 5.04, Article X and in accordance with this ARTICLE 8Section 8.02, then this Agreement will immediately become voidvoid and will be of no further effect, with no without any liability or obligation on the part of the Parties any party hereto or their respective employees, officers, its directors, shareholders, representatives, advisors, agents officers or Affiliates, except as set forth stockholders. Nothing in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable 8.02 will be deemed to release any party from any liability for interpretation and administration any breach by such party of the foregoing surviving provisions), terms and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to relieve any Party from liability with respect to such Party’s willful violation provisions of any provision hereof prior to such terminationthis Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 7.1, then this Agreement will immediately shall forthwith become void, with void and there shall be no liability or obligation on the part of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesany party hereto, except as set forth in this Section 8.2 and Section 8.3; except that (a) with respect to Sections 6.3(b3.24, 4.8, 5.3(b), 6.3(f), 6.14 and 8.35.9, this Section 8.27.2, ARTICLE 9Section 7.3 and Article 8, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions)which shall survive such termination; provided, and the Confidentiality Agreement will not be terminated thereby and (b) such termination will not operate to however, that nothing herein shall relieve any Party party from liability with respect to such Party’s for any willful violation of any provision hereof prior to such terminationbreach hereof.

Effect of Termination. If Termination of this Agreement is terminated pursuant to and in accordance with this ARTICLE 8, then this Agreement will immediately become void, with no liability or obligation on the part Section 7.1 shall terminate all obligations of the Parties or their respective employees, officers, directors, shareholders, representatives, advisors, agents or Affiliatesparties hereunder, except as set forth in this Section 8.2 and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.3, this Section 8.2, ARTICLE 9, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and obligations under the Confidentiality Agreement will not be terminated thereby described in Section 8.3(a) and (b) such termination will not operate to this Section 7.2, provided that nothing herein shall relieve any Party party from liability with respect to such Party’s willful violation for breach hereof or of any provision hereof other Document prior to such termination.

Effect of Termination. If this Agreement is terminated pursuant to and in accordance with this ARTICLE 8Section 8.01, then this Agreement will immediately shall become voidvoid and of no effect without liability of any party (or any Representative of such party) to each other party hereto; provided, with no liability or obligation on the part of the Parties or their respective employeeshowever, officers, directors, shareholders, representatives, advisors, agents or Affiliates, except as set forth in this Parent’s obligations under Section 8.2 2.01(c) and Section 8.3; except that (a) Sections 6.3(b), 6.3(f), 6.14 and 8.36.16, this Section 8.28.02 and Article 9 shall survive any termination hereof pursuant to Section 8.01; provided, ARTICLE 9further, Exhibit A (as applicable for interpretation and administration of the foregoing surviving provisions), and the Confidentiality Agreement will not be terminated thereby and (b) that no such termination will not operate to shall relieve any Party party from liability with respect to such Party’s willful violation for any Willful Breach of any provision hereof this Agreement occurring prior to the date of such termination.