Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof, there shall be no further obligation on the part of any party hereto, except that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except as set forth in Section 8.3 and Section 9.1; provided, except however, that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.01, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that as set forth in Sections 8.03 and 9.01, and nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof9.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Sections 5.03 and 10.01 and (b) that nothing herein shall relieve any either party hereto from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement, this Agreement pursuant to Section 7.1 hereofshall forthwith become void and of no further force or effect (except for Article 9, which shall survive such termination) and there shall be no further obligation liability on the part of any party hereto, hereto except that nothing herein shall relieve any party from any liability for Losses for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to by any party as provided in Section 7.1 hereof9.01, there this Agreement shall be forthwith become void and have no further effect, without any liability or obligation on the part of any party heretoparty, except that nothing herein other than the provisions of Section 8.01 and Section 10.02. Nothing contained in this Section shall relieve any party from liability for any willful breach hereofof the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof7.01, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that (i) as set forth in Section 7.03 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, hereto except that (A) this Section 8 and Section 10 shall survive the termination of this Agreement as applicable and in accordance with their terms and (B) that nothing herein shall relieve any party hereto from any liability for Fraud or any willful breach hereofof this Agreement or any agreement made as of the Effective Date or subsequent thereto pursuant to this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof7.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Article VIII and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Article IX and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof7.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto or any of its affiliates, directors, officers or stockholders except that (i) as set forth in Section 7.03 and Section 8.01 hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 7.1 hereof8.1, there shall be no further liability or obligation on the part of any party heretoof the Parties or their respective officers, except directors, stockholders or Affiliates; provided, that nothing herein shall relieve any party from liability for any willful intentional breach hereofof this Agreement or for fraud in connection with this Agreement or the transactions contemplated hereby.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof9.1, there this Agreement shall be become void and of no further obligation on the part of any party heretoforce and effect, except for (1) the provisions of Section 7.2 relating to the obligations of the parties to keep confidential and not to use certain information obtained from the other party, (2) the provisions of Sections 7.10 and 9.3 and Article 10 (other than Section 10.1) and (3) termination of this Agreement pursuant to any paragraph of Section 9.1 that nothing herein shall relieve is caused by a breach of a party, in which case the party whose breach was the basis for the termination will not be relieved from any party from liability for any willful breach hereofits breach.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof6.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except as set forth in Section 7.1; provided, except however, that nothing herein shall relieve any party from liability for any willful wilful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation liability under this Agreement on the part of any party hereto, Party except that nothing herein shall relieve any party Party from liability for any willful breach hereofof this Agreement that occurred before relevant termination and the terms of this Section 8.02 and Article IX shall survive any such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement occurring prior to termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 11.1 hereof, this Agreement shall forthwith become void, provided that the last sentence of Section 6.7 and Article XII shall continue, and there shall be no further obligation liability on the part of any party heretoof the parties, except that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, there this Agreement shall be no further obligation on the part forthwith become void and all rights and obligations of any party hereto, except that hereto shall cease except: (i) as set forth in Section 9.1 of this Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party’s rights in the case thereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except as set forth in Section 8.3 and Section 9.1; provided, except however, that nothing herein shall relieve any party from liability for any willful wilful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof7.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Section 8.01 and (b) that nothing herein shall relieve any either party from liability for any willful and material breach hereofof this Agreement or fraud.

Effect of Termination. In Upon a valid termination pursuant to this Article 9, no party hereto shall have any obligation to consummate the event of the termination of transactions hereunder, this Agreement pursuant to Section 7.1 hereof, shall become void and there shall be no further obligation liability on the part of any either party hereto, except that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof. In the event of any such termination, each party shall be responsible for payment of such party's own costs and expenses.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 9.1 hereof, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, except of the parties; provided that the provisions of Sections 7.2 and 7.9 and of this Article IX shall continue and that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further obligation Liability on the part of any party heretoParty hereto with respect thereto, except that but nothing herein shall relieve any party Party from liability Liability for any willful breach hereofprior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof5.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, except that (1) Section 3.5, Section 8.1, Section 8.6, Section 8.7, Section 8.8, and Section 8.10 hereof shall survive such termination and (2) nothing herein shall relieve any party from liability for any willful breach of any such surviving Section hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof9.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Sections 5.03 and 10.01 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.01, this Agreement shall forthwith become void, there shall be no further obligation liability on the part of the parties to the other parties and all rights and obligations of any party heretohereto shall cease, except that nothing herein shall relieve any party from of any liability for any willful breach hereofof such party's representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination. In Except as provided in Section 8.5 or Section 9.1, in the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void, there shall be no further obligation liability on the part of any party hereto, except or any of their respective officers or directors, to the other and all rights and obligations of any party hereto shall cease; provided, however, that nothing herein shall relieve any party from liability for any the willful breach hereofof any of its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation continuing obligations on the part of any party heretoParty hereto except (a) as set forth in Sections 6.01, except 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any party Party from liability for any willful breach hereofof this Agreement prior to its termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void, and there shall be no further obligation liability under this Agreement on the part of any party hereto, except that (a) as set forth in Section 8.3 and (b) nothing herein shall relieve any party from liability for any willful breach hereofof any of its representations, warranties, covenants or agreements set forth in this Agreement prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof10.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (i) as set forth in Sections 5.03 and 11.01 and (ii) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to and abandonment of the Merger as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, hereto except (a) as set forth in Section 5.04 and Section 9.02 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereof.

Effect of Termination. (1) In the event of the termination of this --------------------- Agreement pursuant to as provided in Section 7.1 hereof, and subject to the provisions of Section 8.1 hereof, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretoof the Parties, except that (i) as set forth in this Section 7.2 and in Sections 3.9, 4.10, 5.10 and 5.11 hereof, and (ii) nothing herein shall relieve any party Party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Section 5.02 and Article IX and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof10.1, this Agreement shall forthwith become void and there shall be no further obligation on the part liability of any party heretoParty hereto except (a) as set forth in Section 6.1 and this Section 10.3, except and (b) that nothing herein shall relieve any party Party hereto from liability for any willful breach hereofof this Agreement and all rights and remedies arising as a result of such breach shall remain available to any non-breaching Party. The provisions of this Section 10.3 shall survive any termination of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof6.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, except that (1) Section 4.4, Section 10.1, Section 10.6, Section 10.7, Section 10.8 and Section 10.10 hereof shall survive such termination and (2) nothing herein shall relieve any party from liability for any willful breach of any other provision hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.01, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except as set forth in Sections 9.01 and 9.11; PROVIDED, HOWEVER that nothing contained herein shall relieve any party from liability for any willful wilful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof7.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, except that (a) the provisions of Article VIII (other than Sections 8.1 and 8.2) and this Section 7.2 shall remain in effect and (b) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement prior to such termination.

Effect of Termination. In the event of the any termination of this Agreement pursuant to as provided in Section 7.1 hereof8.1, the obligations of the parties hereunder shall terminate and there shall be no further obligation liability on the part of any party heretohereto with respect thereto, except for the confidentiality provisions of Section 6.3 and the provisions of this Section 8.2, Section 8.3 and Article IX, each of which shall remain in full force and effect; provided, however, that nothing herein no party hereto shall relieve be relieved or released from any party liability or damages arising from liability for any a willful breach hereofof any provision of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof7.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except as set forth in Section 7.3, except Section 5.2 and Section 8.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof7.1, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that (i) as set forth in Section 7.3 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall, except as provided in Section 9.1, forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except as set forth in Section 8.3 and Section 9.1; provided, except however, that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that (i) as set forth in Sections 6.4, 8.3 and 9.1 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof. Any attempted termination of this Agreement not in accordance with Section 8.1 shall not be effective and shall not affect the rights or obligations of the parties set forth herein.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof7.01, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that (i) as set forth in Sections 7.03 and 8.01 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof7.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except as set forth in Section 7.3 and Section 8.1; provided, except however, that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereofin accordance with this Article 9, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, except hereto except: (i) as set forth in this Article 9 and Section 5.3 and Article 10 hereof; and (j) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof7.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Section 8.02 and (b) that nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void except for Section 5.03, this Section 8.02 and Article IX and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Sections 5.03 and 9.01 and (b) that nothing herein shall relieve any either party from liability for any willful material breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof10.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, hereto (a) except that as set forth in Section 5.05 and Section 11.01 hereof and (b) nothing herein shall relieve any party hereto from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 8.1 hereof, there shall be no further obligation liability on the part of any either party heretoto the other, except provided, however, that nothing herein (a) this Section 8.2 shall relieve any not preclude liability attaching to a party from liability for any who has caused the termination hereof by willful breach act or willful failure to act in violation of the terms and provisions of this Agreement, and (b) termination of this Agreement shall not terminate or affect the agreements of the parties hereto set forth in Sections 9.3 or 9.4 hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to under this Section 7.1 hereof5.2, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, hereto except that nothing herein shall relieve any party hereto from liability for any willful breach hereofof any provision of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.01, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that (i) as set forth in Sections 6.02(b), 8.03 and 9.01 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereofSections 8.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except (i) as set forth in Sections 8.05 and 9.01 hereof, except that and (ii) nothing herein shall relieve any party from liability for any willful breach hereofhereof and for any breach giving rise to a termination under Sections 8.01(d) or (e).

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof9.01, this Agreement shall forthwith become void and have no effect and there shall be no further obligation liability on the part of any party hereto; provided, except however, that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in this Section 7.1 hereof7, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (i) as set forth in Section 8(g) of this Agreement and (ii) that nothing herein shall relieve any either party hereto from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.01, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that as set forth in Section 8.03 and Section 9.01, and nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Section 8.03 and Section 9.01 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Section 5.02 and Article 7 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof9.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Section 10.01 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof6.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretoParty, and except that nothing herein as set forth in Sections 9 (Confidentiality) and 10.7 (Expenses) none of the Parties shall relieve have any party from liability claim against the others for costs, damages, compensation or otherwise (save in respect of any willful prior breach hereofof this Agreement).

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof10.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Sections 5.03 and 10.03 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.1, there shall be no liability or further obligation on the part of any party hereto, hereto except that (i) as set forth in Sections 8.3 and 9.1 hereof and (ii) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 8.1 hereof, there shall be no further obligation on the part of any party hereto, except that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof7.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except as set forth in Sections 5.3(b), except 7.3 and 8.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.1, all obligations and agreements of the Parties set forth in this Agreement shall forthwith terminate and be of no further force or effect, and there shall be no further obligation liability on the part of any party heretothe Parties hereunder, except as set forth in Section 6.3; provided that nothing herein the foregoing shall not relieve any party from Party for liability for damages actually incurred as a result of any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretoParty to any other Party under this Agreement, except that nothing herein shall relieve any party Party from liability for any knowing and willful breach hereofof this Agreement prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.01, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that (i) as set forth in Sections 6.04, 8.03 and 9.01 and (ii) nothing herein (including the expiration of representations and warranties in accordance with Section 9.01) shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, there this Agreement shall be no further obligation on the part forthwith become void and all rights and obligations of any party hereto, except that hereto shall cease except: (i) as set forth in Section 9.1 of this Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party's rights in the case thereof.

Effect of Termination. In the event of the --------------------- termination of this Agreement pursuant to Section 7.1 hereof7.01, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that (i) as set forth in Sections 7.03 and 8.01 and (ii) nothing herein shall relieve any party from liability for any willful wilful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof9.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretoparty, except as set forth in this Section 9.3 and Section 10; provided, however, that nothing herein in this Agreement shall relieve any a party from liability for (a) any willful breach hereofby such party of the terms and provisions of this Agreement prior to such termination or (b) Actual Fraud.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Sections 8.02(b) and 9.01 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof7.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto or any of its affiliates, directors, officers or shareholders except that (i) as set forth in Section 7.3 hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto arising under or out of this Agreement except (a) as set forth in Section 9.01, except and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further liability or obligation on the part of any party hereto, except that the provisions of Sections 6.4 and 10.11 shall not be extinguished but shall survive such termination, and nothing herein shall relieve any party from liability for fraud or any willful intentional breach hereofhereof and each party shall be entitled to any remedies at law or in equity for fraud or such intentional breach.

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with this Section 7.1 hereof9, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except: (a) as set forth in this Section 9, except Section 4.06 and Section 10.12 hereof; and (b) that nothing herein shall relieve any party hereto from liability for any willful material breach of any provision hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof9.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof12.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except (i) for the breach of the obligations set forth in Sections 9.03, except 12.02(b) and 12.02(c)(ii) that nothing herein shall relieve any party from liability for any willful breach hereofof any provision of the Agreement.

Effect of Termination. In the event of the Upon termination of this Agreement pursuant to Section 7.1 hereof7.1, there none of the parties hereto shall be no further obligation on have any liability hereunder except (i) to the part extent of any party heretodamages resulting from a knowing and intentional breach of this Agreement during its term and (ii) the provisions set forth in Section 7.3, except that nothing herein which shall relieve any party from liability for any willful breach hereofsurvive indefinitely.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereofSECTION 8.1, there this Agreement shall be no further obligation on the part forthwith become void and all rights and obligations of any party heretoshall cease except as set forth in SECTION 5.4(c) of this Agreement; PROVIDED, except that HOWEVER, nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party's rights in the case thereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof7.01, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that (i) as set forth in Section 8.01 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereofthis Article 9, this Agreement will forthwith become void and there shall will be no further obligation right or liability on the part of any either party hereto; provided, except however, that nothing contained herein shall will relieve any either party from liability for any willful breach hereofof any covenant or agreement in this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, except as set forth in this Section 8.2, Section 3.19, Section 4.5, Section 6.4(b), Section 8.3 and Article IX; provided that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that as set forth in this Section 8.2, Section 8.3 and Article 9 and nothing herein shall relieve any party from liability for any fraud or willful breach hereofhereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination of this Agreement.

Effect of Termination. In the event of the termination of --------------------- this Agreement pursuant to as provided in Section 7.1 hereof7.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party hereto, hereto except that nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto or any of its affiliates, directors, officers or stockholders except that (i) as set forth in Section 8.3 and Section 9.1 hereof, and (ii) except as otherwise provided in Section 8.3, nothing herein shall relieve any party from liability for any willful breach hereofTermination Breach hereof by such party.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.01, this Agreement shall have no further effect, and there shall be no further obligation liability on the part of any party hereto, except that (i) as set forth in Sections 6.04, 8.03 and 9.01 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except: (a) as set forth in Section 2.05(b), except Section 5.04 and Article X; and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the --------------------- termination of this Agreement pursuant to Section 7.1 hereof8.01, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any party hereto, except that as set forth in Sections 8.03 and 9.01, and nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in Sections 5.04 and 9.01 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement that occurred before such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof10.01, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any either party hereto, hereto except (a) as set forth in 11.01 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become null and void and there shall be no further obligation liability on the part of any party heretohereto or any of its affiliates, directors, officers, managers, members or stockholders except that (i) as set forth in Section 8.3, Article 9 and Section 10.8 hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this --------------------- Agreement and the abandonment of the Merger pursuant to Section 7.1 hereof7.1, there no party to this Agreement shall be no have any liability or further obligation on the part to any other party hereunder except (a) as set forth in Sections 7.3 and 8.1 and (b) such termination will not relieve a breaching party of any party hereto, except that nothing herein shall relieve any party from liability for any willful breach hereofdirectly or indirectly giving rise to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto or any of its affiliates, directors, officers or stockholders except that (i) as set forth in this Section 8.2, Section 8.3 and 9.8 hereof, and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in this Section 7.1 hereof8, this Agreement shall, forthwith become null and void and there shall be no further obligation liability on the part of any party hereto, except that hereto and nothing herein shall relieve any party from liability for any willful wilful breach hereof. Such termination shall not, however, affect the obligations of the parties under the Confidentiality Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto as to which such termination has occurred; provided, except however, that nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or the Corporation of its obligations under Section 9.9.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.1 hereof6.1, this Agreement shall forthwith become void, and there shall be no further obligation liability on the part of any either party hereto, hereto except that nothing herein shall relieve any party from liability for any willful fraud or for an intentional breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof7.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except as set forth in Section 7.3; PROVIDED, except HOWEVER, that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this --------------------- Agreement pursuant to by either the Seller or the Purchaser as provided in Section 7.1 hereof7.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretoParty to any other Party under this Agreement, except that the provisions of Section 9.7 and Article X shall continue in full force and effect and except that nothing herein shall relieve any party Party from liability for any willful breach hereofof this Agreement prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof15.1, this Agreement shall forthwith become void and there shall be no further obligation liability on the part of any party heretohereto except as set forth in Section 15.3 and Section 5.4(b); provided, except however, that nothing herein shall relieve any party from liability for any willful and material breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 8.1 hereof, there this Agreement (except for this Section 8 (other than Section 8.10), and any definitions set forth in this Agreement and used in such sections) shall be forthwith become void and have no further obligation effect, without any liability on the part of any party heretohereto or its Affiliates; provided, except however, that nothing herein contained in this Section 8.2 shall relieve any party from liability for fraud or any intentional or willful breach hereofof this Agreement.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 7.1 hereof8.1, this Agreement shall forthwith become void and there shall be no further liability or obligation on the part of any party hereto, except that nothing herein shall relieve any party from liability for any willful breach hereof.with respect to Sections 3.16, 4.4, 6.3(b), this Section 8.2,