Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 9, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be have no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementeffect, except for that (i) the provisions of this Section 1.7 which 9.2, Section 7.5, and Article 10, shall remain in full force and effect after survive any such termination and abandonment, and (ii) no such termination shall relieve the breaching Party from Liability resulting from any breach by that Party of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of The termination of this Agreement pursuant to this Section 9, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties hereto Sections 9.2 or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination 9.3 of this Agreement, and except that nothing herein Article 9 shall relieve not release any party hereto from any liability for or obligation to the other party hereto arising from (i) a breach of any provision of this Agreement occurring prior to the termination thereofhereof or (ii) the failure of timely satisfaction of conditions precedent to the obligations of a party to the extent that such failure of timely satisfaction is attributable to the actions or inactions of such party.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.01, this Agreement shall forthwith become null and void void, and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for (a) as set forth in Section 1.7 which shall remain in full force 9.03 and effect after any such termination of this Agreement, and except that (b) nothing herein shall relieve any party from liability for a any breach of this Agreement hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination thereofof this Agreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 98.1, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of party hereto except that (A) this Section 8 and Section 10 shall survive the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, Agreement as applicable and except in accordance with their terms and (B) that nothing herein shall relieve any party hereto from any liability for a Fraud or any willful breach of this Agreement prior or any agreement made as of the Effective Date or subsequent thereto pursuant to the termination thereofthis Agreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 9Agreement, this Agreement shall forthwith become null void and void of no further force or effect (except for Article 9, which shall survive such termination) and there shall be no liability on the part of any of the parties party hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from any liability for a Losses for any antecedent breach of this Agreement prior to the termination thereoftermination.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 97.1, this Agreement shall forthwith become null and void void, and there shall be no liability under this Agreement on the part of any party hereto (except that the provisions of the parties hereto or their respective officers or directors with respect to this AgreementSection 7.2, except for Section 1.7 which 7.3 (Fees and Expenses) and Section 8.1 (Confidentiality) shall remain in full force and effect after survive any such termination of this Agreementtermination); provided, and except however, that nothing herein shall relieve any party from liability for a any willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to the termination thereofsuch termination.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be of no liability on further force and effect, except for (1) the part provisions of any Section 7.2 relating to the obligations of the parties hereto or their respective officers or directors with respect to this Agreementkeep confidential and not to use certain information obtained from the other party, except for (2) the provisions of Sections 7.10 and 9.3 and Article 10 (other than Section 1.7 which shall remain in full force 10.1) and effect after any such (3) termination of this Agreement, and except Agreement pursuant to any paragraph of Section 9.1 that nothing herein shall relieve any party from liability for is caused by a breach of this Agreement prior to a party, in which case the party whose breach was the basis for the termination thereofwill not be relieved from any liability for its breach.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties hereto Parties or their respective the Parties’ officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party Party from liability for a breach of this Agreement prior to the termination thereofTermination Date.

Effect of Termination. In the event of termination of that this Agreement is terminated pursuant to this Section 9Article 10, this Agreement then no party hereto shall forthwith become null and void and there shall be no have any further liability on the part of or obligation to any of the parties hereto or their respective officers or directors with respect to this Agreementother party hereunder, except for to the extent resulting from a party’s breach of its obligations hereunder provided, that the following provisions shall survive termination: (a) Article 8, (b) this Section 1.7 which shall remain in full force and effect after any such termination of this Agreement10.2, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof(c) Article 11.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties party hereto or their respective officers and directors, except that the agreements contained in Sections 10.4 and 10.6 shall survive the termination hereof and except to the extent that such termination results from the material breach by a party of any representations, warranties, covenants or directors with respect to agreements set forth in this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for Section 1.7 which shall remain in full force and effect after any (A) to the extent such termination results from the breach by a party hereto of this Agreementany of its representations, and except that nothing herein shall relieve any party from liability for a breach of warranties, covenants or agreements set forth in this Agreement prior to and (B) that the covenants and agreements contained in Section 6.5 shall survive the termination thereofhereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for that (a) the agreements contained in this Section 1.7 which 9.2, in Section 10.4 and Section 10.5 hereof and in the Confidentiality Agreement shall remain in full force survive the termination hereof and effect after any (b) no such termination of this Agreement, and except that nothing herein shall relieve any party of any liability or damages resulting from liability for a any material and intentional breach by that party of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 910.1, this Agreement shall forthwith become null and void and there shall be have no liability effect, without any Liability on the part of any Party except as set forth in Section 10.3; provided, that no such termination shall relieve any Party of the parties hereto any liability or their respective officers damages resulting from Actual Fraud or directors with respect to Willful Breach; provided, further, that this AgreementSection 10.2, except for Section 1.7 which 10.3, Section 10.4 and Article XI hereof shall remain in full force and effect after survive any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of the valid termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties party hereto or their respective officers any of its directors, officers, Affiliates or directors with respect to shareholders except (a) that the provisions of this AgreementSection 9.2, except for Section 1.7 which 9.3 and Article X shall remain in full force and effect after survive any such termination of this Agreement, Agreement and except that (b) nothing herein shall relieve any party from liability for a breach any Willful Breach of this Agreement prior to the or for fraud. The Confidentiality Agreement shall survive termination thereofof this Agreement as provided therein.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.01, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for Section 1.7 which that the agreements contained in Sections 5.04(b)-(f) and 10.04 shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to survive the termination thereofhereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.01, this Agreement shall forthwith become null and void void, and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for (a) as set forth in Section 1.7 which shall remain in full force 9.03 and effect after any such termination of this Agreement, and except that (b) nothing herein shall relieve any party from liability for a any intentional breach of this Agreement hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination thereofof this Agreement.

Effect of Termination. In Upon the event of termination of this Agreement pursuant to this Section 9, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, neither party will have any further obligation to the other, except that: (a) no termination will prejudice any claim either party may have under this Agreement that arises prior to the effective date of such termination; and except that nothing herein shall relieve any party from liability for a breach (b) termination of this Agreement prior to will not terminate or otherwise affect the rights and obligations set forth in Section 9, which will survive termination thereofas independent obligations.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 98.01, this Agreement shall forthwith become null and void and there shall be no liability continuing obligations on the part of any of the parties Party hereto or their respective officers or directors with respect to this Agreementexcept (a) as set forth in Sections 6.01, except for Section 1.7 which shall remain in full force 9.01, 9.11, 9.12, 9.13 and effect after any such termination of this Agreement9.14, and except (b) that nothing herein shall relieve any party Party from liability for a any breach of this Agreement prior to the termination thereofits termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 910.01, this Agreement shall forthwith become null and void void, and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for (a) as set forth in Section 1.7 10.03 (including the relevant defined terms in Section 1.01), which shall remain in full force and effect after survive any such termination of this Agreement, Agreement and except that (b) nothing herein shall relieve any party from liability for a any breach of this Agreement hereof prior to the date of such termination; provided, however, that the terms of Sections 7.04(b) and (c) and Article XI shall survive any termination thereofof this Agreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 99.01, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties either party hereto or their respective officers or directors with respect to this Agreement, except for (a) as set forth in Section 1.7 which shall remain in full force 5.03 and effect after any such termination of this Agreement, Article X and except (b) that nothing herein shall relieve any either party from liability for a any breach of this Agreement occurring prior to the termination thereofsuch termination.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 9, 10.1 no party hereto shall have any liability or further obligation to any other party to this Agreement shall forthwith become null and void and there except that any termination shall be no liability on without prejudice to the part rights of any party hereto arising out of a breach by the other party of any representation, warranty, covenant or agreement contained in this Agreement existing as of the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any date of such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereoftermination.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.01, this Agreement shall forthwith become null and void void, and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for (a) as set forth in Section 1.7 which shall remain in full force 9.03 and effect after any such termination of this Agreement, and except that (b) nothing herein shall relieve any party from liability for a any intentional and material breach hereof prior to the date of such termination; provided, however, that Section 2.02(c)(ii) and Article X of this Agreement prior to and the Confidentiality Agreement shall survive any termination thereofof this Agreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 99.01, this Agreement shall forthwith become null and void and there shall be have no liability effect, without any Liability on the part of any Party; provided, however, that no such termination shall relieve any Party of the parties hereto any liability or their respective officers damages resulting from Fraud or directors with respect to Willful Breach; provided, further, that this Agreement, except for Section 1.7 which 9.02 and Article X hereof shall remain in full force and effect after survive any such termination of this Agreement, and except that nothing herein . The Confidentiality Agreements shall relieve any party from liability for not be affected by a breach termination of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of that this Agreement pursuant to this is terminated as provided in Section 99.1, then each of the Parties shall be relieved of its duties and obligations arising under this Agreement shall forthwith become null after the date of such termination and void and there such termination shall be no liability on without Liability to the part of any of the parties hereto Acquiror Parties or their respective officers or directors with respect to this AgreementSeller, except for the provisions of this Section 1.7 which 9.3, Article X, Section 11.3 and Section 11.5; provided, that nothing in this Section 9.3 shall remain in full force and effect after relieve the Acquiror Parties or Seller of any such termination Liability for fraud or a willful breach of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.01, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for Section 1.7 which that the agreements contained in Sections 5.04 and 10.04 shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to survive the termination thereofhereof.

Effect of Termination. In the event of The termination of this Agreement pursuant to this Section 9, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties hereto Sections 9.02 or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination 9.03 of this Agreement, and except that nothing herein Article 9 shall relieve not release any party hereto from any liability for or obligation to the other party hereto arising from (i) a breach of any provision of this Agreement occurring prior to the termination thereofhereof or (ii) the failure of timely satisfaction of conditions precedent to the obligations of a party to the extent that such failure of timely satisfaction is attributable to the actions or inactions of such party.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 910.01, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for that (a) the agreements contained in this Section 1.7 which 10.02 and in Section 11.04 and in the Confidentiality Agreement shall remain in full force survive the termination hereof and effect after any (b) no such termination of this Agreement, and except that nothing herein shall relieve any party of any liability or damages resulting from liability for a any willful breach by that party of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.01, this Agreement shall forthwith will become null and void and there shall be of no effect with no liability on the part of any of the parties party hereto or their its respective directors, officers or directors with respect to this Agreementshareholders, except for that the agreements contained in Section 1.7 which shall remain in full force and effect after any such 9.03 will survive the termination of this Agreement, and except that nothing hereof. Nothing herein shall relieve any party from liability for a any breach of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 9Article 9.1, this Agreement shall forthwith become null and void and there shall be of no effect without liability on the part of any Party (or its Affiliates or any of its Representatives) to the parties hereto or their respective officers or directors with respect to this Agreementother Party; provided, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreementhowever, and except that nothing herein shall relieve any party Party from liability for a any breach hereof prior to such termination; provided, further, that the provisions of Articles 1, 8, 9 and 10 shall survive any termination of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 9Agreement, this Agreement shall forthwith become null void and void of no further force or effect (except for Section 5.02 and Article 9, which shall survive such termination) and there shall be no liability on the part of any of the parties party hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from any liability for a Losses for any breach of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.01, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for that the agreements contained in Section 1.7 which 10.04 shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to survive the termination thereofhereof.

Effect of Termination. In the event of termination of this Agreement pursuant to this in accordance with Section 911.01, this Agreement shall forthwith become null and void and there shall be no liability Liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereofeither Party hereto.

Effect of Termination. In the event of termination of If this Agreement pursuant to this Section 9is terminated, this Agreement shall forthwith become null and void and there --------------------- shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect party to this Agreement, Agreement except (a) for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from liability fraud or intentional misstatement or (b) for a material breach of this Agreement prior to such termination. Only Sections 6.6, 8.1 and 8.2, Article 9 and the Confidentiality Agreement shall survive the termination thereofof this Agreement.

Effect of Termination. In Except as provided in Section 7.09 with respect to confidential information and except as provided in Section 10.02 hereof with respect to expenses, in the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Section 99.01, this Agreement shall forthwith thereafter become null and void and there have no effect, and no party hereto shall be no have any liability on the part of to any of the parties other party hereto or their respective officers its shareholders or directors with or officers in respect to this Agreementthereof, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a any willful breach of this Agreement prior to the termination thereofhereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null void and void have no further force or effect and there shall be no liability Liability on the part of any of the parties Party hereto for any matters addressed herein or their respective officers or directors with respect other claim relating to this AgreementAgreement and the transactions contemplated hereby, except for that (i) the provisions of this Section 1.7 which 9.2, Section 7.5(d), and Article 10, shall remain in full force and effect after survive any such termination of this Agreement, and except that nothing herein (ii) no such termination shall relieve any party breaching Party from liability for a Liability resulting from any fraud or intentional breach by that Party of this Agreement occurring prior to the termination thereofsuch termination.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for that (a) the agreements contained in Section 1.7 which 7.13(d), this Section 9.2, in Section 10.4 and Section 10.5 hereof and in the Confidentiality Agreement shall remain in full force survive the termination hereof and effect after any (b) no such termination of this Agreement, and except that nothing herein shall relieve any party of any liability or damages resulting from liability for a any material and intentional breach by that party of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 99.1, this Agreement shall forthwith become null and void (excepting only those provisions hereof that by their terms survive the termination of this Agreement) and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except party hereto; provided that nothing herein shall relieve any either party from liability for a any willful breach of this Agreement prior to the termination thereofhereof.

Effect of Termination. In The party desiring to terminate this Agreement will give written notice of such termination to the event 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 this Section 98.1 hereof, this Agreement shall forthwith will become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto; provided, except for Section 1.7 which shall remain in full force and effect after any however, that notwithstanding such termination of this Agreementthe agreements contained in Sections 8.2, 8.3, 8.4 and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to Article 9 hereof will survive the termination thereofhereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.01, this Agreement shall forthwith become null and void void, and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for (a) as set forth in Section 1.7 which shall remain in full force 9.03 and effect after any such termination of this Agreement, and except that (b) nothing herein shall relieve any party from liability for a any wilful breach of this Agreement hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination thereofof this Agreement.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for that the agreements contained in Section 1.7 which 10.5 shall remain in full force and effect after any such survive the termination of this Agreementhereof; provided, and however, that, except that as specifically provided herein, nothing herein shall relieve any party from hereto of liability for a any breach of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 910.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for Section 1.7 which that the agreements contained in Sections 7.1 and 10.3 shall remain in full force and effect after any such survive the termination of this Agreementhereof, and except that nothing herein no such termination shall relieve any party from liability for a willful breach of this Agreement prior or willful failure by such party to the termination thereofperform its obligations hereunder.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.01, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for that (a) the agreements contained in this Section 1.7 which 9.02, in Article X, in the last sentence of Section 7.03, and in the Confidentiality Agreement shall remain in full force and effect after any such survive the termination of this Agreement, Agreement and except that nothing herein (b) no such termination shall relieve any party of any liability or damages resulting from liability for a any willful material breach by that party of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be have no effect, without any liability on the part of any of the parties party hereto or their its respective officers Affiliates, officers, directors or directors with respect shareholders, other than liability of any Party for any willful and material breach of this Agreement occurring prior to this Agreementsuch termination, except for that the provisions of this Section 1.7 which 9.2, Section 7.1(c), the last sentence of Section 7.2(a)(i), Article X and the NDA shall remain in full force and effect after survive any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.01, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for Section 1.7 which that the agreements contained in Sections 7.08(b), 10.04, 10.06, 10.07 and 10.08 shall remain in full force survive the termination hereof and effect after any no such termination shall release any party of any liabilities or damages resulting from any willful or grossly negligent breach by that party of any provision of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of party hereto, except that (a) the parties hereto or their respective officers or directors agreements contained in this Section 9.2, in Section 10.4, Section 10.5, in the Option Agreements and in the Confidentiality Agreement, and the representations and warranties with respect to this Agreement, except for Section 1.7 which the Option Agreements shall remain in full force survive the termination hereof and effect after any (b) no such termination of this Agreement, and except that nothing herein shall relieve any party of any liability or damages resulting from liability for a any willful breach by that party of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of Upon termination of this Agreement (and the Merger) pursuant to this Section 99.1 above, this Agreement shall forthwith will become null void, each Party will be responsible for its out-of-pocket expenses (including professional fees and void expenses) and there the right to terminate shall be no liability on the part sole remedy for any failure of any of the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination condition of this Agreement, and Agreement except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereofSections 5.7 or 5.9.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in this Section 98, this Agreement shall shall, forthwith become null and void and there shall be no liability on the part of any of the parties party hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a any wilful breach hereof. Such termination shall not, however, affect the obligations of this Agreement prior to the termination thereofparties under the Confidentiality Agreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be have no liability effect, without any Liability on the part of any Party; provided, that no such termination shall relieve any Party of the parties hereto any liability or their respective officers damages resulting from Actual Fraud or directors with respect to Willful Breach; provided, further, that Section 7.8(b), this AgreementSection 9.2, except for Section 1.7 which 9.4 and Article X hereof shall remain in full force and effect after survive any such termination of this Agreement, and except that nothing herein . The Confidentiality Agreement shall relieve not be affected by any party from liability for a breach termination of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 99.01, this Agreement shall forthwith become null and void void, and there shall be no liability or obligation on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparties, except for (a) the provisions of this Section 1.7 which 9.02 and Article XIII shall remain in full force and effect after survive any such termination of this Agreement, Agreement and except that no such termination shall relieve either party from any liability or obligation under such provisions and (b) nothing contained herein shall relieve any party from liability for a breach any Willful Breach of this Agreement prior to the termination thereofor actual and intentional fraud.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be no liability further obligation on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty, except for that the confidentiality obligations under Section 1.7 which 5.2, and the obligations arising under Sections 9.2, 11.1, 11.2, 11.5 and 11.8 shall remain in full force and effect after survive any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a any breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties party hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any (unless such termination is the result of this Agreement, and except that nothing herein shall relieve any party from liability for a deliberate breach of this Agreement prior to by such party); provided, however, that this Section 9.2, Section 9.3 and Article X of this Agreement shall survive the termination thereofhereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 910.01, written notice thereof shall forthwith be given to the other party or parties specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for Section 1.7 which that (a) the agreements contained in Sections 7.01 and 10.03 shall remain in full force survive the termination hereof and effect after any such termination of this Agreement, and except that (b) nothing herein shall relieve any party from liability for a any breach of this Agreement prior to the termination thereofhereof.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be have no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementeffect, except for that (a) the provisions of this Section 1.7 which 9.2 shall remain in full force and effect after survive any such termination and abandonment, (b) no such termination shall relieve the breaching Party from Liability resulting from any breach by that Party of this Agreement, and except that nothing herein (c) the Parties shall relieve any party from liability for a breach of this Agreement prior to rescind the termination thereofMerger as provided under Section 7.15 hereof.

Effect of Termination. In the event of termination of this Agreement pursuant to this by either Unilever or SM, as provided in Section 98.1, this Agreement shall forthwith become null and void and there shall be have no effect, without any liability or obligation on the part of any the Parties, other than the provisions of Sections 12.1 (Confidentiality), 12.2 (Public Announcements), 12.5 (Fees) through and including 12.12 (Headings), and this Section 11.2 and except to the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any extent that such termination of this Agreement, results from the willful and except that nothing herein shall relieve any material breach by a party from liability for a breach of this Agreement prior to the termination thereofhereof.

Effect of Termination. In the event of termination of this Agreement pursuant to as provided in this Section 9, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of any party; provided, however, that each Party hereto shall remain liable for any material breaches of this Agreement prior to its termination; and provided, further, however, that, the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which provisions of Sections 7.7 and 7.8 and the Confidentiality Agreement shall remain in full force and effect after and survive any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 911.1, this Agreement shall forthwith terminate and become null and void and there shall be have no effect, without any liability or obligation on the part of any of the parties Party hereto or their respective officers Affiliates or directors with Representatives in respect to this Agreementthereof, except for (a) as set forth in Section 1.7 9.7, this Section 11.3, and Article XIII, each of which shall remain in full force and effect after any such survive the termination of this Agreement, and except (b) that nothing herein shall will relieve any party Party from liability for a breach of any fraud or intentional misconduct with respect to this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 9‎Section 8.01, this Agreement shall forthwith become null and void and there shall be no liability under this Agreement on the part of any of the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and Party except that nothing herein shall relieve any party Party from liability to another Party (a) for a any breach of this Agreement prior to that occurred before such termination and (b) or resulting from fraud or willful misconduct and the termination thereofterms 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 this Section 99.01, this Agreement shall forthwith become null and void void, and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for (a) as set forth in Section 1.7 which shall remain in full force 9.03 and effect after any such termination of this Agreement, Article X and except that (b) nothing herein shall relieve any party from liability for a any willful breach of this Agreement a covenant hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination thereofof this Agreement.

Effect of Termination. In the event of a termination of this Agreement pursuant to this as provided in Section 910.1, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of any of the parties hereto Tandy, ▇▇▇▇▇▇▇▇ or their affiliates or respective officers or directors with respect to this Agreementdirectors; provided, except for Section 1.7 which shall remain in full force and effect after however, that any such termination of this Agreement, and except that nothing herein shall not relieve any party Party from liability for a any breach of this Agreement prior to existing as of the termination thereofdate of termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 910.1, this Agreement shall forthwith become null and void void, and there shall be no liability under this Agreement on the part of any of the parties hereto or their respective officers or directors with respect to this AgreementParty hereto, except for (a) as set forth in Section 1.7 which shall remain in full force 11.2 and effect after any such termination of this Agreement, and except that (b) nothing herein shall relieve any party Party from liability for a any willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to such termination; provided, however, that the terms of Section 8.7(b) shall survive any termination thereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.01, this Agreement shall forthwith become null and void void, and there shall be no liability under this Agreement on the part of any party hereto except that the provisions of the parties hereto or their respective officers or directors with respect to Section 7.02(b), this AgreementSection 9.02, except for Section 1.7 which 9.03 and Article X shall remain in full force and effect after survive any such termination of this Agreementtermination; provided, and except however, that nothing herein shall relieve any party hereto from liability for a any intentional breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or fraud prior to the termination thereofsuch termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of any of the parties hereto or their respective officers or directors party hereto, except with respect to Section 3.17, Section 4.17, Section 5.14, Section 7.9, this AgreementSection 9.2, except for Section 1.7 9.3 and ARTICLE 10, which shall remain in full force and effect after any survive such termination of this Agreementtermination; provided, and except however, that nothing herein shall relieve or release any party from liability for a liabilities or damages arising out of fraud or its material and intentional breach of any provision of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement by either FXNC or Touchstone pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be have no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementeffect, except for Section 1.7 which that (i) the provisions of Sections 7.6, 9.2, 9.3, 10.2, and 10.3 shall remain in full force and effect after survive any such termination and abandonment, and (ii) no such termination shall relieve the breaching Party from Liability resulting from any breach by that Party of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null terminate (except for the Confidentiality Agreement referred to in Section 10.1, the provisions of Section 9.3 and void and there shall be no Article XI), without any liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty except as set forth in Section 9.3; provided, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreementhowever, and except that nothing herein in this Agreement shall relieve any party from of liability for a fraud or willful and knowing breach of this Agreement or the Distribution Agreement prior to the termination thereofsuch termination.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be have no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementeffect, except for that (i) the provisions of this Section 1.7 which 9.2, Section 7.5, and Article 10, shall remain in full force and effect after survive any such termination and abandonment, and (ii) no such termination shall relieve the breaching Party from Liability resulting from any knowing breach by that Party of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 911.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors party hereto, except with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, 12.8 and except that nothing herein shall will relieve any party from liability for a any prior breach of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 99.01, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties either party hereto or their respective officers or directors with respect to this Agreement, except for (a) as set forth in Section 1.7 which shall remain in full force 5.03 and effect after any such termination of this Agreement, Article XI and except (b) that nothing herein shall relieve any either party from liability for a any breach of this Agreement occurring prior to the termination thereofsuch termination.

Effect of Termination. In the event of termination of If this Agreement pursuant to this is terminated as permitted by Section 99.01, this Agreement shall forthwith become null and void and there shall such termination will be no liability on the part without Liability of any of Party hereto to the parties hereto or their respective officers or directors with respect other Party to this Agreement; provided, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreementhowever, and except that nothing herein shall will relieve any party Party from liability Liability for a any breach hereof or its obligations pursuant to Section 9.03. Notwithstanding the foregoing, the provisions of Section 9.01 (Grounds for Termination), this Agreement prior to the Section 9.02 (Effect of Termination), Section 9.03 (Termination Fee), and Article XI (Miscellaneous) will survive any termination thereofhereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.01, this Agreement shall forthwith become null and void void, and there shall be no liability under this Agreement on the part of any party hereto except that the provisions of the parties hereto or their respective officers or directors with respect to Section 7.02(b), this AgreementSection 9.02, except for Section 1.7 which 9.03 and Article X shall remain in full force and effect after survive any such termination; provided, that except as otherwise provided herein, no such termination of this Agreement, and except that nothing herein shall relieve any party hereto from liability for a any knowing and intentional breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to the termination thereofsuch termination.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 910.01, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for Section 1.7 which shall remain (a) as set forth in full force Sections 5.04, 5.09 and effect after any such termination of this Agreement, 11.02 and except that (b) nothing herein shall relieve any party from liability for a any breach of this Agreement hereof prior to the termination thereoftermination.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be have no liability effect, without any Liability on the part of any Party; provided, however, that no such termination shall relieve any Party of the parties hereto any liability or their respective officers damages resulting from Fraud or directors with respect to Willful Breach; provided, further, that Section 7.7(f), this AgreementSection 9.2, except for Section 1.7 which 9.3 and Section 10 hereof shall remain in full force and effect after survive any such termination of this Agreement, and except that nothing herein . The Confidentiality Agreement shall relieve any party from liability for not be affected by a breach termination of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of If this Agreement pursuant to this is validly terminated in accordance with Section 99.1, this Agreement shall forthwith thereafter become null and void and there have no effect, and no Party shall be no have any liability on to the part of other Parties or any of the parties hereto or their respective officers Affiliates, directors, officers, employees, equityholders, partners, members, agents or directors representatives in connection with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any that such termination of this Agreement, and except that nothing herein shall will not relieve any party Party from liability for a any willful and material breach of this Agreement prior to the such termination thereofor any breach of Section 8.6 or actual fraud.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 99.01, this Agreement shall forthwith become null and void and there shall be no liability on the part of any party hereto except (a) as set forth in Sections 10.01 and 10.03, (b) that nothing shall relieve any party hereto from liability for any breach of this Agreement and (c) the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which provisions of Article VIII shall remain in full force and effect after indefinitely survive any such termination of this Agreement. For the avoidance of doubt, and except that nothing herein the proxy granted pursuant to Section 7.02 shall relieve expire upon any party from liability for a breach termination of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 910.01, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of Party except (i) as set forth in Section 11.01, (ii) as set forth in the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Confidentiality Agreement, and except (iii) that nothing herein shall relieve any party either Party from liability for a any breach of this Agreement prior to the termination thereoftermination.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 99.1, this Agreement shall forthwith become null and void and there shall be no liability Liability on the part of any either party except (a) for the provisions of the parties hereto or their respective officers or directors with respect Sections 3.21 and 4.5 relating to broker’s fees and finder’s fees, Section 5.6 relating to confidentiality, Section 5.9 relating to non-solicitation, Section 5.14 relating to public announcements, this Agreement, except for Section 1.7 which shall remain in full force 9.2 and effect after any such termination of this Agreement, ARTICLE X and except (b) that nothing herein shall relieve any either party from liability Liability for a any breach of this Agreement prior to the termination thereofsuch termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.01, this Agreement shall forthwith become null and void void, and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for (a) as set forth in Section 1.7 which shall remain in full force 9.03 and effect after any such termination of this Agreement, Article X hereof and except that (b) nothing herein shall relieve any party from liability for a any breach of this Agreement a covenant hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination thereofof this Agreement.

Effect of Termination. In the event of termination of If this Agreement is validly terminated pursuant to this Section 9, this Agreement shall will forthwith become null and void void, and there shall be have no further effect, without any liability on the part of any of the parties party hereto or their respective officers its Affiliates or directors with respect to this AgreementRepresentatives, except for Section 1.7 which shall remain in full force and effect after any such termination other than the provisions of this Agreement, Section 9.3 and except that nothing herein Article X hereof. Nothing contained in this Section 9.3 shall relieve any party from liability for a any breach of this Agreement occurring prior to the termination thereoftermination.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this --------------------- Section 99.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any party hereto, except that such termination shall not relieve any party hereto of any liability for any willful breach by that party of its covenants, agreements or other obligations under this Agreement occurring prior to such termination; provided, however, notwithstanding anything to the contrary contained herein, the transactions set forth in Section 2.1, 2.2, 2.3 and 8.2 shall be final and binding on the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force from and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereofdate hereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for Section 1.7 which that (i) the agreements contained in Sections 7.8(b), 10.2, 10.4, 10.12, and 10.13 shall remain in full force and effect after any such survive the termination of this Agreement, Agreement and except that nothing herein (ii) such termination shall not relieve any party from hereto of any liability for a any breach by that party of its covenants, agreements or other obligations under this Agreement occurring prior to the termination thereofsuch termination.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 910.01, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for that (a) the agreements contained in this Section 1.7 which 10.02 and Section 11.04 shall remain in full force survive the termination hereof and effect after any (b) no such termination of this Agreement, and except that nothing herein shall relieve any party of any liability or damages resulting from liability for a any breach by that party of any provision of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith terminate and become null and void void, and there shall be no liability on the part of any party hereto to any other and all rights and obligations of the parties any party hereto or their respective officers or directors with respect to this Agreementwill cease, except for that (a) this Section 1.7 which 9.2 and Article XI shall remain in full force and effect after survive any such termination of this Agreement, and except that (b) nothing herein shall relieve any party from liability for a any breach of this Agreement prior to the termination thereofhereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for that (a) the agreements contained in this Section 1.7 which 9.2, in Section 10.4 and 10.5 hereof and in the Confidentiality Agreement shall remain in full force survive the termination hereof and effect after any (b) no such termination of this Agreement, and except that nothing herein shall relieve any party of any liability or damages resulting from liability for a any willful breach by that party of this Agreement prior to the termination thereofAgreement.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.01, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for Section 1.7 which that the agreements contained in Sections 6.01 and 10.04 shall remain in full force and effect after any such survive the termination of this Agreementhereof, and except that nothing herein shall relieve any party from liability for a any breach of this Agreement prior to the termination thereofhereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 99.1 hereof, this Agreement all rights and obligations of the Seller and the Purchaser hereunder shall forthwith become null terminate and void and there no party shall be no have any liability on to the part of any other party, except for obligations of the parties hereto or their respective officers or directors with respect to this Agreementin Sections 7.1, except for Section 1.7 10.2, 10.3, 11.2 and 11.9, which shall remain in full force and effect after any such survive the termination of this Agreement, and except that nothing herein shall will relieve any party from liability for a any breach of this Agreement any representation, warranty, agreement or covenant contained herein prior to the termination thereofsuch termination.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 98.01, this Agreement shall forthwith become null and void and there shall be of no effect without liability on the part of any party (or any Representative of such party) to each other party hereto; provided, however, that the provisions of the parties hereto or their respective officers or directors with respect last sentence of Section 2.02(c), Section 6.04(c), this Section 8.02 and Article 9 shall survive any termination hereof pursuant to this AgreementSection 8.01; provided, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreementfurther, and except that nothing herein shall relieve any party hereto from liability for a breach any Intentional Breach of this Agreement prior to the termination thereofsuch termination.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 99.01, this Agreement shall forthwith become null and void and there shall be no liability Liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and Party except that (a) this Section 9.02 and Article X shall survive any termination and (b) nothing herein shall relieve any party Party from liability for a any breach of this Agreement occurring prior to the termination thereofsuch termination.

Effect of Termination. In the event of termination of this Agreement pursuant to as provided in this Section 9, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of any party; provided, however, that each party hereto shall remain liable for any material breaches of this Agreement prior to its termination; and provided further, however, that, the parties hereto or their respective officers or directors with respect to this Agreementprovisions of Sections 8.1, except for Section 1.7 which 8.2 and 9.2 hereof shall remain in full force and effect after and survive any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach Agreement pursuant to the terms of this Agreement prior to the termination thereofSection 9.2.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to this Section 910.01, this Agreement shall forthwith become null and void and there shall be of no effect with no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for Section 1.7 which shall remain in full force and effect after any such that termination of this Agreement, and except that nothing herein Agreement shall relieve be without prejudice to any rights any party from liability may have hereunder against any other party for a wilful breach of this Agreement prior to Agreement. The agreements contained in Sections 6.04, 7.01, 11.04 and 11.06 shall survive the termination thereofhereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 98.01, this Agreement shall forthwith become null and void void, and there shall be no liability under this Agreement on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except (a) as set forth in Section 8.03, (b) for Section 1.7 which shall remain in full force the provisions of Article IX and effect after any such termination of this Agreement, and except that (c) nothing herein shall relieve any party from liability for a any willful breach of this Agreement prior to such termination; provided, however, that the Confidentiality Agreements shall survive any termination thereofof this Agreement in accordance with their respective terms.

Effect of Termination. In the event of termination of If this Agreement is validly terminated pursuant to this Section 98.1, this Agreement shall will forthwith become null and void and there shall be have no liability further effect, without any Liability on the part of any of the parties Party hereto or their respective its Affiliates, directors, officers or directors with respect to this Agreementstockholders, except for Section 1.7 which shall remain any liability resulting from any fraud, actions taken in full force bad faith, intentional misrepresentation or intentional breach prior to termination, and effect after any such termination other than the provisions of this Agreement, Section 8.3 and except that nothing herein Article IX hereof. Nothing contained in this Section 8.3 shall relieve any party Party from liability Liability for a any breach of this Agreement occurring prior to the termination thereoftermination.

Effect of Termination. In If this Agreement is terminated pursuant to the event provisions of Section 15.1, such termination shall be without liability to any Party hereto, except that termination of this Agreement pursuant shall not relieve any Party hereto from liability for breach prior to this Section 9, this Agreement shall forthwith become null and void and there shall be no liability on the part date of any of the parties hereto or their respective officers or directors with respect to this Agreement, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreementany representation, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereofwarranty, covenant or agreement contained herein.

Effect of Termination. In Upon the event of termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementvoid, except for Section 1.7 which shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall relieve any party Party from liability for a breach of this Agreement prior to the termination thereofsuch termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 99.1, this Agreement shall forthwith become null and void void, and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for as set forth in Section 1.7 which 9.3 and Article X; provided, however, that the Confidentiality Agreement shall remain in full force and effect after survive any such termination of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to this in accordance with Section 910.1 hereof, this Agreement shall forthwith thereafter become null and void and there have no effect, and no party hereto shall be no have any liability on to any other party hereto except for the part of any obligations of the parties hereto or their respective officers or directors with respect to contained in this AgreementSection 10.2 and in Sections 2.8, except for Section 1.7 which 11.1, and 11.14. In no event shall remain in full force and effect after any such termination of this Agreement, and except that nothing herein shall Agreement relieve any party from of any liability for a breach breaches of this Agreement prior to the termination thereofdate of termination.

Effect of Termination. In the event of the --------------------- termination of this Agreement pursuant to this Section 99.01, this Agreement shall forthwith become null and void void, and there shall be no liability on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for (a) as set forth in Section 1.7 which shall remain in full force 9.03 and effect after any such termination of this Agreement, and except that (b) nothing herein shall relieve any party from liability for a any intentional breach of this Agreement hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any -------- ------- termination thereofof this Agreement.

Effect of Termination. In the event of termination of this Agreement pursuant to this as provided in Section 910.01, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties party hereto or their respective officers or directors with respect pursuant to this Agreement, Agreement except for (a) as set forth in Section 1.7 which shall remain in full force 5.03 and effect after any such termination of this Agreement, Article XI and except (b) that nothing herein shall relieve any either party from liability for a any breach of this Agreement prior to termination. For the avoidance of doubt, the Non-Disclosure Agreement shall survive the termination thereofof this Agreement for any reason.

Effect of Termination. In the event of the termination of this Agreement pursuant to this Section 911.01, this Agreement shall forthwith become null and void void, and there shall be no liability hereunder on the part of any of the parties hereto or their respective officers or directors with respect to this Agreementparty hereto, except for (a) as set forth in Section 1.7 which shall remain in full force 11.03 and effect after any such termination of this Agreement, and except that (b) nothing herein shall relieve any party from liability for a any breach of this Agreement hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement and the terms of Section 9.01(b) and Article XII shall survive any termination thereofof this Agreement.

Effect of Termination. In the event of termination of If this Agreement is terminated and the Merger is abandoned pursuant to this Section 99.1 hereof, this Agreement Agreement, except for the provisions of Sections 7.6, 9.2 and 11.5, shall forthwith become null and void and there shall be no terminate, without any liability on the part of any party to this Agreement for breach of this Agreement. Such a termination will not prejudice the ability of the parties hereto or their respective officers or directors with respect non-breaching party to this Agreement, except seek damages from any other party for Section 1.7 which shall remain in full force and effect after any such termination breach of this Agreement, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination thereofincluding without limitation, reasonable attorneys' fees.

Effect of Termination. In the event of termination of this Agreement pursuant to this Section 9Agreement, this Agreement shall forthwith become null and void and there shall be no liability on the part of any of the parties party hereto or their respective officers or directors with respect to this Agreementdirectors, except for Section 1.7 Sections 13 (for any breach occurring prior to termination), 14 and 15 hereof, which shall remain in full force and effect after any such termination of this Agreementeffect, and except that nothing herein shall relieve any party hereto from liability for a breach of this Agreement prior to the termination thereofhereof.