Common use of Procedure Upon Termination Clause in Contracts

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, and abandonment pursuant to Section 4.2 6.3(a) hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, hereto and this Agreement shall terminate, terminate and the purchase of the Purchased Assets hereunder transactions contemplated hereby shall be abandoned, abandoned without further action by Purchaser the Buyer or the Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or partiesparty, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination of this Agreement by Purchaser or Seller, or both, pursuant to the foregoing Section 4.2 hereof, and except as to termination under to Section 4.2(a)3.05, written notice thereof shall forthwith be given to the other party or partiesparty, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder transactions contemplated hereby shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by the Purchaser or Seller, the Company or both, pursuant to Section 4.2 3.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by the Purchaser or Sellerthe Company.

Procedure Upon Termination. In the event of termination by Purchaser Buyer or Sellerthe Company, or bothas applicable, pursuant to Section 4.2 5.1 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and the transactions contemplated by this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, terminated without further action by Purchaser Buyer or Seller.the Company. If the transactions contemplated by this Agreement are so terminated:

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, pursuant to Section 4.2 hereof4.4, and except as to termination under to Section 4.2(a), the terminating Party will give written notice thereof shall forthwith be given to the other party Party or partiesParties, and this Agreement shall terminatewill terminate as described in Section 4.6, and the purchase of the Purchased Assets hereunder shall will be abandoned, without further action by Purchaser or any Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or the Seller, or both, pursuant to Section 4.2 4.1 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase and sale of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser or the Seller.

Procedure Upon Termination. In the event of termination of this Agreement by Purchaser Buyer or SellerAgent, or both, pursuant to Section 4.2 3.05 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser Buyer or SellerSellers.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser the Selling Stockholder or SellerPurchaser, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the sale and purchase of the Purchased Assets Selling Stockholder Shares hereunder shall be abandoned, without further action by Purchaser the Selling Stockholder or SellerPurchaser.

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, Buyer and/or Seller pursuant to Section 4.2 12.1 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or partiesParty, and this Agreement shall terminate, and the purchase of the Purchased Acquired Assets hereunder shall be abandoned, without further action by Purchaser Buyer or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or SellerSellers, or both, pursuant to Section 4.2 4.4 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party Party or partiesParties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or SellerSellers.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser Purchasers or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)4.2, written notice thereof shall forthwith be given to the other party or parties, specifying the basis for such termination, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser Purchasers or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or bothSeller Representative and the Equity Sellers Representative (Seller Representative and Equity Sellers Representative being considered one party), pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser or Sellerthe Sellers.

Procedure Upon Termination. In the event of termination by the Purchaser or the Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)3.3, written notice thereof shall forthwith be given by the terminating party to the other party Purchaser or partiesParent, as applicable, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by the Purchaser or Sellerthe Parent.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Acquired Shares hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, the Selling Stockholder or both, both pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser or Sellerthe Selling Stockholder.

Procedure Upon Termination. In the event of termination and abandonment by the Agent, Purchaser or and/or Seller, or both, pursuant to Section 4.2 5.1 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, subject to Section 5.3, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser the Agent or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser Buyer or Seller, or both, pursuant to Section 4.2 10.1 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or partiesparty, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser Buyer or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Parent, Purchaser or Seller, or both, Seller pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Parent, Purchaser or Seller.

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or partiesparty, and this Agreement shall terminate, and terminate in accordance with the purchase of the Purchased Assets hereunder shall be abandonedterms hereof, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination of this Agreement by Purchaser or SellerSellers, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or SellerSellers.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, and/or Seller pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or SellerHoldings, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Units hereunder shall be abandoned, without further action by Purchaser or SellerHoldings.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser Parent or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Parent, Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)4.3, written notice thereof shall forthwith be given to the other party or parties, specifying the provision of Section 4.3 pursuant to which such termination is made, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder and the other transactions contemplated hereby shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets transactions contemplated hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser Purchaser, Seller or Sellerthe Company, or bothby all parties, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser Purchaser, Seller or Sellerthe Company.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Sellerthe Shareholder, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser or Sellerthe Shareholder.

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof (specifying in reasonable detail the grounds therefore if such termination is pursuant to Section 4.2(c), (d), (e), (f), (g), (h) or (i)) shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, terminate without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)4.3, written notice thereof shall forthwith be given to the other party or parties, specifying the provision of Section 4.3 pursuant to which such termination is made, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder transactions contemplated hereby shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment of the transactions contemplated hereby by Purchaser Buyer or SellerSellers, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)8.4, written notice thereof shall forthwith be given to the other party or partiesParty, and this Agreement shall terminate, and the purchase of the Purchased Assets Equity Interests hereunder shall be abandoned, without further action by Purchaser or Sellerany Party.

Procedure Upon Termination. In the event of termination by Purchaser or SellerSellers, or both, pursuant to Section 4.2 4.4 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or SellerSellers.

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or partiesparty, and this Agreement shall terminate, and the purchase of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to in accordance with Section 4.2 hereof, and except as to termination under to Section 4.2(a)7.1, written notice thereof shall forthwith be given to the other party or partiesparty, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder Acquisition shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of a valid termination of this Agreement by Purchaser or Seller, or both, the Seller Representative pursuant to Section 4.2 4.1 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party Party or partiesParties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser Purchaser, Holdings or Sellerthe Sellers.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser Buyer or SellerSellers, or both, pursuant to Section 4.2 7.9(a) hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder Interests shall be abandoned, without further action by Purchaser Buyer or SellerSellers.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)6.1, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Target Interests hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or SellerSellers, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or SellerSellers.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Sellerthe Seller Representative, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party Party or partiesParties, and this Agreement shall terminate, and the purchase of the Purchased Shares and Acquired Assets hereunder shall be abandoned, without further action by Purchaser or Sellerthe Sellers.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 4.3 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder provided that no such termination by Seller shall be abandonedeffective unless and until Seller shall have paid the Termination Fee required to be paid by it pursuant to Section 4.5, without further action by Purchaser or Sellerif applicable.

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of a termination of this Agreement by the Purchaser or Sellerthe Sellers, or both, pursuant to Section 4.2 hereof3.4, and except as to termination under to Section 4.2(a), (a) written notice thereof of such termination shall forthwith be given promptly by the terminating party to the other party or partiesparties hereto, and specifying the provision hereof pursuant to which such termination is made, (b) except as set forth in Section 3.6, this Agreement shall terminate, thereupon terminate and the purchase become void and of the Purchased Assets hereunder shall be abandoned, without no further action by Purchaser force or Seller.effect and

Procedure Upon Termination. In the event of termination and abandonment by Purchaser Buyer or SellerSellers, or both, pursuant to Section 4.2 13.1 hereof, and except as to termination under to provided in Section 4.2(a13.1(f) (in which case no notice shall be required), written notice thereof shall forthwith be given to the other party Party or partiesParties, and this Agreement shall terminate, and the purchase of the Purchased Subject Assets hereunder shall be abandoned, without further action by Purchaser Buyer or SellerSellers.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or SellerSellers, or both, pursuant to Section 4.2 4.4 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith promptly be given to the other party Party or partiesParties, and this Agreement shall terminate, and the purchase of the Purchased Assets and assumption of the Assumed Liabilities hereunder shall be abandoned, without further action by Purchaser or SellerSellers.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Sellerthe Holder Representative , or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Securities hereunder shall be abandoned, without further action by Purchaser or Sellerthe Selling Holders.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 2.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party Party or parties, Parties and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, terminate without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or partiesparty, and this Agreement shall terminate, and the purchase of the Purchased Assets Membership Interest hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by the Purchaser or Sellerthe Sellers’ Representative (on behalf of the Sellers), or both, pursuant to Section 4.2 2.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder transactions contemplated by this Agreement shall be abandoned, without further action by Purchaser the Purchaser, the Sellers, the Company or Sellerthe Sellers’ Representative.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser Buyer or Sellerthe Sellers’ Representative, or both, pursuant to Section 4.2 3.4 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser Buyer or Sellerthe Sellers.

Procedure Upon Termination. In the event of termination and abandonment of the transactions contemplated hereby by Purchaser Buyer or SellerSellers, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)7.4, written notice thereof shall forthwith be given to the other party or partiesParty, and this Agreement shall terminate, and the purchase of the Purchased Assets Properties hereunder shall be abandoned, without further action by Purchaser or Sellerany Party. In such event, within one (1) Business Day after such termination, Buyer shall execute and deliver, and Seller shall deliver a counterpart duly executed by Seller Parent, of an instrument terminating the Bonding Agreement.

Procedure Upon Termination. In the event of termination and abandonment by the Purchaser or the Seller, or both, pursuant to Section 4.2 3.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by the Purchaser or the Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, Seller pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Property hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Sellerthe Selling Stockholder, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser or Sellerthe Selling Stockholder.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Sellerthe Company, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or Sellerthe Company.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination by the Purchaser or the Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)3.3, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by the Purchaser or the Seller.

Procedure Upon Termination. In the event of a termination of this Agreement by the Purchaser or SellerSellers, or both, pursuant to Section 4.2 hereof3.4, and except as to termination under to Section 4.2(a), (a) written notice thereof shall forthwith be given promptly by the terminating party to the other party or partiesparties hereto, specifying the provision hereof pursuant to which such termination is made, and (b) the consummation of the transactions contemplated by this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, abandoned without further action by Purchaser or Sellerof the parties hereto.

Procedure Upon Termination. In the event of a termination of this Agreement by the Purchaser or Sellerthe Senior Agent, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)3.4, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or partiesparty, and this Agreement shall terminate, and the purchase of the Purchased Assets Equity Interests hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a), written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Purchased Assets Equity Interests and assignment and assumption of the Assigned Contracts hereunder shall be abandoned, without further action by Purchaser or Seller.

Procedure Upon Termination. In the event of termination by Purchaser or the Buyer, the Seller, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)this Article XII, written notice thereof shall forthwith promptly be given to the other party or parties, parties and the obligations of the Buyer and the Seller under this Agreement shall terminateshall, and the purchase of the Purchased Assets hereunder shall be abandonedexcept as set forth below, terminate without further action by Purchaser or Seller.action. Upon any such termination:

Procedure Upon Termination. In the event of termination of this Agreement by Purchaser or Seller, or both, Sellers pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)4.2, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall thereupon terminate, and the purchase of the Purchased Assets hereunder shall be deemed abandoned, without further action by Purchaser or SellerSellers.

Procedure Upon Termination. In the event of termination of this Agreement by the Purchaser or Seller, or both, the Seller pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a7.1(a), written notice thereof of such termination shall forthwith be given to the other party Seller (in the event of termination by the Purchaser) or partiesthe Purchaser (in the event of termination by the Seller), and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder shall be abandoned, thereupon terminate without further action by Purchaser or Sellerany Party.

Procedure Upon Termination. In the event of termination and abandonment by Purchaser or Sellerthe Selling Stockholder, or both, pursuant to Section 4.2 hereof, and except as to termination under to Section 4.2(a)4.2, written notice thereof shall forthwith be given to the other party or parties, specifying the basis for such termination, and this Agreement shall terminate, and the purchase of the Purchased Assets Shares hereunder shall be abandoned, without further action by Purchaser or Sellerthe Selling Stockholder.