Common use of Notice of Termination; Effect of Termination Clause in Contracts

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and any valid termination in accordance with Section 8.01 (other than Section 8.01(a)) shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of a valid termination of this Agreement by the Company or Parent as provided in Section 8.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party, except that (i) this Section 8.02, Section 6.02(b), Section 8.03 and Article IX shall remain in full force and effect and (ii) subject to Section 8.03, nothing herein shall relieve any party from liability for any Fraud or Willful Breach of any representation, warranty, covenant or other agreement contained in this Agreement prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and and, except as otherwise provided in Section 8.1(d), any valid termination in accordance with Section 8.01 (other than Section 8.01(a)) shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of a valid termination of this Agreement by the Company or Parent any party as provided in Section 8.018.1, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party, party except that (i) with respect to this Section 8.028.2, Section 6.02(b6.7(b), Section 8.03 8.3 and Article IX Articles I and IX, which Sections and Articles shall remain in full force and effect and (ii) subject not terminate; provided, however, that notwithstanding anything to Section 8.03the contrary herein, nothing herein no such termination shall relieve any party from liability for any Fraud damages arising from or Willful Breach arising out of an intentional and material breach of any representationcovenant, warrantyagreement or obligation hereunder or intentional fraud, covenant or other agreement contained as provided in this Agreement prior to the date of such terminationNon-Disclosure Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and any valid termination in accordance with Section 8.01 (other than Section 8.01(a)) shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of a valid termination of this Agreement by the Company or Parent any party as provided in Section 8.018.1, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party, party except that (i) with respect to this Section 8.028.2, Section 6.02(b6.7(b), Section 8.03 8.3 and Article IX Articles I and IX, which sections and articles shall remain in full force and effect and (ii) subject not terminate; provided, however, that notwithstanding anything to Section 8.03the contrary herein, nothing herein no such termination shall relieve any party from liability for any Fraud or damages for a Willful and Material Breach of any representationcovenant, warrantyagreement or obligation hereunder or intentional fraud, covenant or other agreement contained as provided in this Agreement prior to the date of such terminationConfidentiality Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article X (aother than pursuant to Section 10.01) A terminating party shall provide deliver written notice of such termination to the each other party hereto specifying with particularity the reason for such terminationtermination and the applicable provision or provisions hereof pursuant to which such termination is being effected, and any valid such termination in accordance with this Section 8.01 (other than Section 8.01(a)) 10.05 shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of a valid termination of . If this Agreement by the Company or Parent as provided in Section 8.01is terminated pursuant to this Article X, this Agreement shall forthwith it will become void and of no further force or effect and there shall be effect, with no liability or obligation on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent, or Representative of such party) to any other party hereto; provided that Section 6.04(b), except that (iSection 6.04(d), Section 8.01(c) this Section 8.0210.05, Section 6.02(b), Section 8.03 10.06 and Article IX XI (and any related definitions contained in any such Sections or Article) shall remain in full force and effect effect; provided, further, that no such termination nor payment of the Company Termination Fee or Parent and (ii) subject to Section 8.03, nothing herein US Holdco Termination Fee shall relieve any party from liability for any Fraud or Willful Breach of any representation, warranty, covenant or other agreement contained in this Agreement prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equityAgreement.

Notice of Termination; Effect of Termination. (a) A terminating party The Party desiring to terminate this Agreement pursuant to Sections 10.1(b) through 10.1(d) shall provide give written notice of such termination to the other party specifying with particularity the reason for such termination, and any valid termination Party in accordance with Section 8.01 (other than 12.8, specifying the provision or provisions hereof pursuant to which such termination is effected. The right of any Party to terminate this Agreement pursuant to Section 8.01(a)) 10.1 shall be effective immediately upon delivery remain operative and in full force and effect regardless of such written notice any investigation made by or on behalf of any Party hereto, whether prior to or after the other partyexecution of this Agreement. (b) In the event of a valid termination of this Agreement by the Company or Parent as provided in pursuant to Section 8.0110.1, this Agreement shall forthwith become void and be of no further force or effect and there shall be no liability or obligation on the part of any partyeffect; provided, except that however, (i) this the provisions of Section 8.02, Section 6.02(b7.1(b), Section 8.03 Article X, Article XI and Article IX XII shall remain in full force and effect survive termination and (ii) subject any termination pursuant to Section 8.03, nothing herein 10.1 shall not relieve any party from liability Party of any Liability for any Fraud or Willful Breach breach of any representation, warranty, covenant or other agreement contained in this Agreement hereunder occurring prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VIII (aother than pursuant to Section 8.1(a)) A terminating party shall provide deliver written notice of such termination to the each other party hereto specifying with particularity the reason for such termination, and any valid such termination in accordance with Section 8.01 (other than Section 8.01(a)) Article VIII shall be effective immediately upon delivery of such written notice to the other party. (b) . In the event of a valid termination of this Agreement by the Company or Parent as provided in Section 8.01pursuant to this Article VIII, no party to this Agreement shall forthwith become void and of no further force or effect and there shall be no have any liability or further obligation on hereunder to the part of any partyother party hereto, except that (ia) this Section 8.02, Section 6.02(b6.2(b) (Access to Information (Confidentiality)), Section 8.03 8.1 (Termination), Section 8.2 (Effect of Termination), Section 8.3 (Termination Fee), and Article IX (General Provisions) shall remain in full force and effect survive any termination of this Agreement and (iib) subject notwithstanding anything to Section 8.03the contrary in this Agreement, nothing herein shall termination will not relieve any a breaching party from liability for fraud or any Fraud or Willful Breach willful and material breach of any representation, warranty, covenant or other agreement contained in provision of this Agreement prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equityAgreement.

Notice of Termination; Effect of Termination. The Party desiring to terminate this Agreement pursuant to this ARTICLE VIII (aother than pursuant to Section 8.01) A terminating party shall provide deliver written notice of such termination to the other party Party specifying with particularity in reasonable detail the reason basis for such termination, and any valid Party’s exercise of its termination in accordance with Section 8.01 (other than Section 8.01(a)) shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of a valid termination of right. If this Agreement by the Company or Parent as provided in Section 8.01is terminated pursuant to this ARTICLE VIII, this Agreement shall forthwith it will become void and of no further force or effect and there shall be effect, with no liability or obligation on the part of either Party to this Agreement (or any partyshareholder, director, officer, employee, agent, consultant or representative of such Party) except that (i) with respect to the obligations set forth in this Section 8.028.05, Section 6.02(b)5.06, Section 8.03 7.06, Section 7.07 and Article ARTICLE IX (and any related definitions contained in any such Sections or Article) which shall remain in full force and effect and (ii) subject to Section 8.03and; provided further that, nothing herein no Party shall relieve be relieved of any party from liability for any Fraud intentional or Willful Breach wilful breach by it of any representation, warranty, covenant or other agreement contained in this Agreement prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equityAgreement.

Notice of Termination; Effect of Termination. (a) A terminating party Party shall provide written notice of termination to the other party Party specifying with particularity the reason for such termination, and any valid in the event of the termination of this Agreement in accordance compliance with Section 8.01 (other than Section 8.01(a)) this Article 9, such termination shall be effective immediately upon delivery of such written notice to the other partyParty. (b) In the event of a valid termination of this Agreement by the Company or Parent any Party as provided in Section 8.019.01, Section 9.02, Section 9.03 or Section 9.04, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party, Party except that (i) with respect to the Confidentiality Agreement and this Section 8.029.05, Section 6.02(b)7.04, Section 8.03 9.06 and Article IX shall remain in full force 1 and effect and (ii) subject Article 10; provided, however, that notwithstanding anything to Section 8.03the contrary herein, nothing herein no such termination shall relieve any party Party from liability for any Fraud damages for intentional fraud or a Willful and Material Breach of or any representation, warranty, covenant or other agreement contained requirement to make the payments set forth in this Agreement prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equitySection 9.06.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party parties hereto specifying with reasonable particularity the reason for such termination, and any valid such termination in accordance with Section 8.01 (other than Section 8.01(a)) 9.01 shall be effective immediately upon delivery of such written notice to the other partyparties hereto. (b) In the event of a valid termination of this Agreement by the Company or Parent any party as provided in Section 8.019.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party, except that (i) this Section 8.029.02, Section 6.02(b7.02(b), Section 8.03 7.12(c), Section 9.03 and Article IX X shall remain in full force and effect and the Guarantee shall remain in full force and effect in accordance with their respective terms and to the extent provided thereunder and (ii) subject to Section 8.039.03(b), Section 9.03(c), Section 9.03(d) and Section 10.18, nothing herein shall relieve any party from liability for any Fraud fraud or Willful and Material Breach of any representation, warranty, covenant or other agreement contained in this Agreement prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article IX (aother than pursuant to Section 9.01(a)) A terminating party shall provide deliver written notice of such termination to the each other party hereto specifying with reasonable particularity the reason for such termination, and any valid termination in accordance with Section 8.01 (other than Section 8.01(a)) shall be effective immediately upon delivery of such written notice to the other party. (b) . In the event of a valid termination of this Agreement by either the Company or Parent as provided in Section 8.019.01, this Agreement shall forthwith become void and of have no further force or effect and there shall be no liability or obligation Liability under this Agreement on the part of any partyParty (or any Representatives thereof), except that (i) this the provisions of Section 8.02, Section 6.02(b7.01(b), Section 8.03 7.09, this Section 9.02, Section 9.03 and Article IX X shall remain in full force and effect and (ii) subject to Section 8.03survive such termination; provided, that nothing herein shall relieve any party Party from liability Liability for any Fraud fraud or Willful Breach willful or intentional breach of any representation, warranty, covenant of its covenants or other agreement contained agreements set forth in this Agreement prior to the date of such termination, in which case and the aggrieved party Party shall be entitled to all rights and remedies available at law Law or in equityequity with respect to any such fraud or breach.

Notice of Termination; Effect of Termination. (a) A terminating party The Party desiring to terminate this Agreement pursuant to Sections 10.1(b) through 10.1(e) shall provide give written notice of such termination to the other party specifying with particularity the reason for such termination, and any valid termination Party in accordance with Section 8.01 (other than 12.7, specifying the provision or provisions hereof pursuant to which such termination is effected. The right of any Party to terminate this Agreement pursuant to Section 8.01(a)) 10.1 shall be effective immediately upon delivery remain operative and in full force and effect regardless of such written notice any investigation made by or on behalf of any Party hereto, whether prior to or after the other partyexecution of this Agreement. (b) In the event of a valid termination of this Agreement by the Company or Parent as provided in pursuant to Section 8.0110.1, this Agreement shall forthwith become void and be of no further force or effect and there shall be no liability or obligation on the part of any partyeffect; provided, except that however, (i) this the provisions of Section 8.02, Section 6.02(b7.1(c), Section 8.03 Article X and Article IX XII shall remain in full force and effect survive termination and (ii) subject any termination pursuant to Section 8.03, nothing herein 10.1 shall not relieve any party from liability Party of any Liability for any Fraud or Willful Breach breach of any representation, warranty, covenant or other agreement contained in this Agreement hereunder occurring prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party parties specifying with reasonable particularity the reason for such termination, and any valid such termination in accordance with Section 8.01 (other than Section 8.01(a)) 9.01 shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of a valid termination of this Agreement by the Company or Parent any party as provided in in, and pursuant to, Section 8.019.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party, except that (i) this Section 8.029.02, the last sentence of Section 6.02(b7.02(a), Section 8.03 7.02(b), the last sentence of Section 7.14(c), Section 7.14(e), Section 9.03 and Article IX X shall remain in full force and effect and the Parent Guarantee shall remain in full force and effect to the extent provided therein and (ii) subject to Section 8.039.03(c) and Section 9.03(e), nothing herein shall relieve any party from liability for any Fraud fraud or Willful and Material Breach of any representation, warranty, covenant or other agreement contained in this Agreement prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equityTermination Date.

Notice of Termination; Effect of Termination. (a) A terminating party The Party desiring to terminate this Agreement pursuant to Section 8.01(b) through Section 8.01(e) shall provide give written notice of such termination to the other party specifying with particularity the reason for such termination, and any valid termination Party in accordance with Section 8.01 (other than Section 8.01(a)) shall be effective immediately upon delivery of 10.07, specifying the provision or provisions hereof pursuant to which such written notice to the other partytermination is effected. (b) In the event of a valid termination of this Agreement by the Company or Parent as provided in pursuant to Section 8.01, this Agreement shall forthwith become void and be of no further force or effect and there shall be no liability or obligation on the part of any partyeffect; provided, except that however, (i) this the provisions of Section 8.026.10, Section 6.02(b)Article VIII, Section 8.03 and Article IX X shall remain in full force and effect survive termination and (ii) subject any termination pursuant to Section 8.03, nothing herein 8.01 shall not relieve any party from liability Party of any Liability for any Fraud or Willful Breach breach of any representation, warranty, covenant or other agreement contained in hereunder occurring prior to such termination. The right of any Party to terminate this Agreement pursuant to Section 8.01 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Party, whether prior to or after the date execution of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equitythis Agreement.

Notice of Termination; Effect of Termination. The Party desiring to terminate this Agreement pursuant to this Article VIII (aother than pursuant to Section 8.01) A terminating party shall provide deliver written notice of such termination to the other party Party specifying with particularity in reasonable detail the reason basis for such termination, and any valid Party’s exercise of its termination in accordance with Section 8.01 (other than Section 8.01(a)) shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of a valid termination of right. If this Agreement by the Company or Parent as provided in Section 8.01is terminated pursuant to this Article VIII, this Agreement shall forthwith it will become void and of no further force or effect and there shall be effect, with no liability or obligation on the part of either Party to this Agreement (or any partyofficer, director, employee, shareholder, consultant, representative (including any financial or other advisor) or agent of such Party) except that (i) the provisions of this Section 8.028.05, Section 6.02(b), Section 8.03 8.06 and Article IX (and any related definitions contained in any such Sections or Article) which shall survive such termination and remain in full force and effect and (ii) subject to and; provided further that, neither the termination of this Agreement nor anything contained in this Section 8.03, nothing herein 8.05 shall relieve a Party from any party from liability arising prior to such termination and no Party shall be relieved of any liability for any Fraud or Willful Breach wilful breach by it of any representation, warranty, covenant or other agreement contained in this Agreement prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equityAgreement.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and any valid such termination in accordance with Section 8.01 (other than except as provided in Section 8.01(a8.01(i)) shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of a any valid termination of this Agreement by the Company or Parent any party as provided in Section 8.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party, party except that (i) with respect to this Section 8.02, Section 6.02(b), Section 8.03 and Article IX which shall remain in full force and effect and (ii) effect; provided that, subject to Section 8.038.03(e), nothing herein shall relieve any party from liability for any Fraud or Willful Breach of any representation, warranty, covenant or other agreement contained in this Agreement intentional breach hereof prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) i. A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and any valid termination in accordance with Section 8.01 (other than Section 8.01(a)) shall be effective immediately upon delivery of such written notice to the other party. (b) In ▇▇. ▇▇ the event of a valid termination of this Agreement by the Company or Parent any party as provided in Section 8.018.1, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party, party except that (i) with respect to this Section 8.028.2, Section 6.02(b6.7(b), Section 8.03 8.3 and Article IX Articles I and IX, which sections and articles shall remain in full force and effect and (ii) subject not terminate; provided, however, that notwithstanding anything to Section 8.03the contrary herein, nothing herein no such termination shall relieve any party from liability for any Fraud or damages for a Willful and Material Breach of any representationcovenant, warrantyagreement or obligation hereunder or intentional fraud, covenant or other agreement contained as provided in this Agreement prior to the date of such terminationConfidentiality Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VIII (aother than pursuant to Section 8.1(a) A terminating party shall provide deliver written notice of such termination to the each other party hereto specifying with particularity the reason for such termination, and any valid such termination in accordance with Section 8.01 (other than Section 8.01(a)) shall be effective immediately upon delivery of such written notice to the other party. (b) . In the event of a valid the termination of this Agreement by the Company or Parent as provided in pursuant to Section 8.018.1, this Agreement shall forthwith become void and of have no further force or effect and there shall be no effect, without any liability or obligation on the part of any partyparty or its directors, officers or shareholders, except that (i) with respect to this Section 8.028.2, Section 6.02(b)8.3, Section 8.03 8.4, Section 8.5 and Article IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; provided, however, that this Section 8.2 and (ii) subject any termination of this Agreement shall not relieve a party to Section 8.03, nothing herein shall relieve any party this Agreement from liability for any Fraud or Willful Breach of any representation, warranty, covenant or other agreement contained in this Agreement prior to the date other party for damages arising from a willful or intentional breach of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equitythis Agreement.

Notice of Termination; Effect of Termination. (a) A terminating party Party shall provide written notice of termination to the other party Party specifying with particularity the reason for such termination, and any valid such termination in accordance with Section 8.01 (other than shall, subject to Section 8.01(a8.01(c)(ii)) shall , be effective immediately upon delivery of such written notice to the other partyParty. (b) In the event of a valid termination of this Agreement by the Company or Parent any Party as provided in Section 8.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any partyParty, except that (i) this Section 8.02, Section 6.02(b6.02(a), Section 8.03 and Article IX shall remain in full force and effect and nothing herein (ii) subject to including Section 8.03, nothing herein ) shall relieve any party Party from liability for any Fraud fraud or Willful Intentional Breach of any representation, warranty, covenant or other agreement contained in this Agreement prior to the date of such termination, in which case the aggrieved party Party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party parties specifying with reasonable particularity the reason for such termination, and any valid such termination in accordance with Section 8.01 (other than Section 8.01(a)) 9.01 shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of a valid termination of this Agreement by the Company or Parent any party as provided in Section 8.019.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party, except that (i) this Section 8.029.02, Section 6.02(b7.02(b), the last sentence of Section 7.06(a), Section 8.03 7.14(d), Section 7.14(e), Section 9.03 and Article IX X shall remain in full force and effect and the Confidentiality Agreement and Parent Confidentiality Agreement shall remain in full force and effect in accordance with their terms and (ii) subject to Section 8.039.03(b) and Section 9.03(e), nothing herein shall relieve any party from liability for any Fraud fraud or Willful and Material Breach of any representation, warranty, covenant or other agreement contained in this Agreement prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equityTermination Date.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, Any proper and any valid termination in accordance with of this Agreement pursuant to Section 8.01 (other than Section 8.01(a)) 8.1 shall be effective immediately upon the delivery of such written notice of the terminating Party to the other party. (b) Party or Parties hereto, as applicable. In the event of a valid the termination of this Agreement by the Company or Parent as provided in pursuant to Section 8.018.1, this Agreement shall forthwith become void and be of no further force or effect and there shall be no without liability or obligation on the part of any partyParty or Parties hereto, as applicable (or any director, officer, employee, Affiliate, agent or other Representative of such Party or Parties) to the other Party or Parties hereto, as applicable, except that (ia) for the terms of this Section 8.028.2, Section 6.02(b), Section 8.03 8.3 and Article IX IX, each of which shall remain in full force and effect survive the termination of this Agreement, and (iib) subject to Section 8.03, that nothing herein shall relieve any party Party or Parties hereto, as applicable, from any liability for or damages resulting from any Fraud willful or Willful Breach intentional breach of any representation, warranty, covenant or other agreement contained in this Agreement that occurs prior to the date of such termination, in which case the aggrieved party Party shall be entitled to all rights and remedies available at law Law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating The party desiring to terminate this Agreement pursuant to Sections 10.1(b) through 10.1(f) shall provide give written notice of such termination to the other party specifying with particularity the reason for such termination, and any valid termination in accordance with Section 8.01 (other than 12.7, specifying the provision or provisions hereof pursuant to which such termination is effected. The right of any party to terminate this Agreement pursuant to Section 8.01(a)) 10.1 shall be effective immediately upon delivery remain operative and in full force and effect regardless of such written notice any investigation made by or on behalf of any party hereto, whether prior to or after the other partyexecution of this Agreement. (b) In the event of a valid termination of this Agreement by the Company or Parent as provided in pursuant to Section 8.0110.1, this Agreement shall forthwith become void and be of no further force or effect and there shall be no liability or obligation on the part of any partyeffect; provided, except that however, (i) this the provisions of Section 8.02, Section 6.02(b7.1(c), Section 8.03 Article X and Article IX XII shall remain in full force and effect survive termination and (ii) subject any termination pursuant to Section 8.03, nothing herein 10.1 shall not relieve any party from of any liability for any Fraud or Willful Breach breach of any representation, warranty, covenant or other agreement contained in this Agreement hereunder occurring prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating The party desiring to terminate this Agreement pursuant to Sections 10.1(b) through 10.1(f) shall provide give written notice of such termination to the other party specifying with particularity the reason for such termination, and any valid termination in accordance with Section 8.01 (other than 12.7, specifying the provision or provisions hereof pursuant to which such termination is effected. The right of any party to terminate this Agreement pursuant to Section 8.01(a)) 10.1 shall be effective immediately upon delivery remain operative and in full force and effect regardless of such written notice any investigation made by or on behalf of any party hereto, whether prior to or after the other party. execution of this Agreement. (b) In the event of a valid termination of this Agreement by the Company or Parent as provided in pursuant to Section 8.0110.1, this Agreement shall forthwith become void and be of no further force or effect and there shall be no liability or obligation on the part of any partyeffect; provided, except that however, (i) this the provisions of Section 8.02, Section 6.02(b7.1(c), Section 8.03 Article X and Article IX XII shall remain in full force and effect survive termination and (ii) subject any termination pursuant to Section 8.03, nothing herein 10.1 shall not relieve any party from of any liability for any Fraud or Willful Breach breach of any representation, warranty, covenant or other agreement contained in this Agreement hereunder occurring prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party The Party desiring to terminate this Agreement pursuant to this Article VIII (other than pursuant to Section 8.01(a)) shall provide written deliver notice of such termination to the other party Parties specifying with particularity the reason for such termination, and and, except as specifically set forth in Section 6.04(d), any valid such termination in accordance with this Section 8.01 (other than Section 8.01(a)) 8.02 shall be effective immediately upon delivery of such written notice to the other partyParties. (b) In the event of a valid the termination of this Agreement by the Company or Parent as provided in pursuant to Section 8.01, this Agreement shall forthwith become void and of no further force or effect void, and there shall be no liability or obligation Liability under this Agreement on the part of any party, Party (or any Representative of such Party) to any other Party except that (i) this Section 8.02, the third sentence of Section 6.02(b6.03(c), Section 8.03 8.03, and Article IX (and any related definitions contained in any such Sections or Article), shall remain in full force and effect and (ii) subject to Section 8.03survive any such termination; provided, however, that nothing herein shall relieve any party Party from liability Liability for any Fraud or Willful Breach intentional breach of any representationof its representations, warrantywarranties, covenant covenants, or other agreement contained agreements set forth in this Agreement or fraud prior to the date of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.