Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections 8.03 and Section 9.1; provided9.01, however, that and nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Agreement, this Agreement shall forthwith become void and 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 party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from any liability for Losses for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 10.01 and (b) that nothing herein shall relieve any either party hereto from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to by any party as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be have no effect, without any liability or obligation on the part of any party hereto except as set forth in party, other than the provisions of Section 8.3 8.01 and Section 9.1; provided, however, that nothing herein 10.02. Nothing contained in this Section shall relieve any party from liability for any breach hereofof the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 7.03 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 7.03 and Section 9.1; provided8.01 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Article VIII and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Article IX and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Parent, Acquiror or Target or their respective officers or directors, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein in this Section 9.2 shall relieve any party from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability under this Agreement on the part of any party hereto Party except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement that occurred before relevant termination and the terms of this Section 8.02 and Article IX shall survive any such termination.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to termination.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall will forthwith become void and there shall will be no liability or obligation on the part of any party hereto hereto, except as set forth in with respect to Section 6.6, this Section 8.2, Section 8.3 and Section 9.1Article IX, which will survive such termination; provided, however, that nothing herein shall will relieve any party from liability for any willful and material breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.16.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.17.1; provided, however, that nothing herein shall relieve any party from liability for any wilful breach hereof.

Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.1, then this Agreement shall will forthwith become void and there shall will be no liability on the part of any party hereto except as set forth to any other party or any other Person in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereofrespect hereof regardless of the circumstances.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.18.1 hereof, this Agreement shall forthwith become void be terminated and have no further effect except as specifically provided herein and in Section 9.10 and, except as provided in this Section 8.2 and in Section 9.11, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and void, there shall be no liability on the part of the parties to the other parties and all rights and obligations of any party hereto shall cease, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from of any liability for any breach hereofof such party's representations, warranties, covenants or agreements contained in this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to termination.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.17.1 hereof, this Agreement shall forthwith become void be terminated and have no further effect except as specifically provided herein and, except as provided in this Section 7.2 and in Section 8.11, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1party; provided, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.03 and Section 9.1; provided, however, Article X and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.01 and Section 9.1; provided, however, (b) that nothing herein shall relieve any either party from liability for any willful and material breach hereofof this Agreement or fraud.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any wilful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability continuing obligations on the part of any party Party hereto except (a) as set forth in Section 8.3 Sections 6.01, 9.01, 9.11, 9.12, 9.13 and Section 9.1; provided9.14, however, and (b) that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement prior to its termination.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.111.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth provided in this Section 8.3 11.2 and Section 9.112, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.15.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto hereto, except as set forth in that (1) Section 8.3 3.5, Section 8.1, Section 8.6, Section 8.7, Section 8.8, and Section 9.1; provided, however, that 8.10 hereof shall survive such termination and (2) nothing herein shall relieve any party from liability for any willful breach of any such surviving Section hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 10.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.17.1 hereof, this Agreement shall forthwith become void be terminated and have no further effect except as specifically provided herein and, except as provided in this Section 7.2 and in Section 8.12, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In Except as provided in Section 8.5 or Section 9.1, in the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and void, there shall be no liability on the part of any party hereto, or any of their respective officers or directors, to the other and all rights and obligations of any party hereto except as set forth in Section 8.3 and Section 9.1shall cease; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any breach hereofof its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability Liability on the part of any party Party hereto except as set forth in Section 8.3 and Section 9.1; providedwith respect thereto, however, that but nothing herein shall relieve any party Party from liability Liability for any breach hereofprior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part all rights and obligations of any party hereto except shall cease except: (i) as set forth in Section 8.3 9.1 of this Agreement and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party’s rights in the case thereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth that (a) the provisions of Article VIII (other than Sections 8.1 and 8.2) and this Section 7.2 shall remain in Section 8.3 effect and Section 9.1; provided, however, that (b) nothing herein shall relieve any party from liability for any breach hereofof this Agreement prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability Liability on the part of any party hereto Party, except as set forth in (a) for the provisions of Section 8.3 5.2 relating to public announcements, Section 8.2 relating to fees and expenses, and this Section 9.1; provided, however, 7.2 and (b) that nothing herein shall relieve any party either Party from liability Liability for any fraud or willful and material breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to under this Section 8.15.2, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party hereto from liability for any willful breach hereofof any provision of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 7.3 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1this Article 8, all further obligations of the parties under this Agreement shall forthwith become void and there shall be no terminated without any further liability on the part of any party hereto except as set forth to the other parties hereto. Nothing contained in this Section 8.3 and Section 9.1; provided, however, that nothing herein 8.2 shall relieve any party hereto from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.Party except:

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1as provided in Clause 10.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, provided that nothing herein shall relieve any party hereto from liability for any breach hereofof this Agreement.

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

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections 9.01 and Section 9.19.11; providedPROVIDED, however, HOWEVER that nothing contained herein shall relieve any party from liability for any wilful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Parent, Acquiror or Target or their respective officers or directors, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein in this Section 8.2 shall relieve any party from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.17.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.02 and Section 9.1; provided, however, (b) that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void except for Section 5.03, this Section 8.02 and Article IX and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 5.03 and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any material breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 7.03 and Section 9.1; provided, however, that 8.01 and (ii) nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1, this Agreement shall forthwith become 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 party hereto except as set forth in Section 8.3 and Section 9.1hereto; provided, however, provided that nothing herein shall relieve any either party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability under this Agreement on the part of any party hereto hereto, except (a) as set forth in Section 8.3 and Section 9.1; provided, however, that (b) nothing herein shall relieve any party from liability for any willful breach hereofof any of its representations, warranties, covenants or agreements set forth in this Agreement prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.113.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Party except (a) as set forth in Section 8.3 13.03, and Section 9.1; provided, however, (b) that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.02 and Section 9.1; provided, however, Article IX and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party Party hereto except (a) as set forth in Section 8.3 6.1 and this Section 9.1; provided10.3, however, and (b) that nothing herein shall relieve any party Party hereto from liability for any breach hereofof this Agreement and all rights and remedies arising as a result of such breach shall remain available to any non-breaching Party. The provisions of this Section 10.3 shall survive any termination of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Agreement, this Agreement shall forthwith become void and 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 party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from any liability for Losses for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.110.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto (a) except as set forth in Section 8.3 5.05 and Section 9.1; provided, however, that 11.01 hereof and (b) nothing herein shall relieve any party hereto from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto either Parent, Acquiror or Target or their respective officers or directors, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein in this Section 8.02 shall relieve any party from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 7.3, Section 5.2 and Section 9.18.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 7.3 and Section 9.18.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 of the parties; provided that the provisions of Sections 7.2 and Section 9.1; provided, however, 7.9 and of this Article IX shall continue and that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1this Article 9, this Agreement shall will forthwith become void and there shall will be no right or liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1hereto; provided, however, that nothing contained herein shall will relieve any either party from liability for any breach hereofof any covenant or agreement in this Agreement.

Effect of Termination. In the event of the termination --------------------- of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void have no further effect, and there shall be no further liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.04, 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein shall relieve any party from liability for any wilful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in the confidentiality provisions of Section 8.3 5.3 and Section 9.1Sections 5.9, 7.3 and 8.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in this Section 8.2, Section 8.3 and Section 9.1; provided, however, that Article 9 and nothing herein shall relieve any party from liability for any fraud or willful breach hereofhereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination of this Agreement.

Effect of Termination. In Subject to the provisions of Section 8.03, in the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party either Party hereto except as set forth in (i) that the provisions of this Section 8.3 8.02 and Section 9.1; provided, however, Article VIII shall survive termination of the Agreement and (ii) that nothing herein shall relieve any party either Party from liability for any willful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of (a) If this Agreement is terminated pursuant to Section 8.1, this Agreement shall forthwith become void be terminated and have no further effect, except as specifically provided in this Section 8.2 and in Sections 9.10 and 9.11, there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; providedhereto, however, provided that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 6.02(b), 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in this Section 8.17, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (i) as set forth in Section 8.3 8(g) of this Agreement and Section 9.1; provided, however, (ii) that nothing herein shall relieve any either party hereto from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto Party to any other Party under this Agreement, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party Party from liability for any knowing and willful breach hereofof this Agreement prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of any party hereto except (i) as set forth in Section Sections 8.3 and Section 9.1; provided, however, that 9.1 hereof and (ii) nothing herein shall relieve any party from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 8.111.1, this Agreement shall forthwith become void and there shall be of no effect with no liability on the part of any party hereto hereto, except as set forth in with respect to Section 8.3 12.8 and Section 9.1; provided, however, except that nothing herein shall will relieve any party from liability for any prior breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.16.1, this Agreement shall forthwith become void void, and there shall be no liability on the part of any either party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any fraud or for an intentional breach hereofof this Agreement.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 Sections 8.02(b) and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of Upon the termination of this Agreement pursuant to Section 8.19.1, this Agreement shall forthwith become void null and there shall be no liability on the part of any party hereto void, except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party Party from liability for any breach hereofof this Agreement prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth provided in this Section 8.3 7.2, and Section 9.18, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void except as set forth in Section 8.1 and there shall be no liability on the part of any party hereto or their respective officers or directors except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof7.3.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 Sections 8.03 and Section 9.1; provided, however, that 9.01 and (ii) nothing herein shall relieve any party from liability for any willful and material breach hereof.

Effect of Termination. In the event of the Upon termination of this Agreement pursuant to in accordance with Section 8.1, except as otherwise contemplated by this Agreement, this Agreement shall forthwith become null and void and there shall thereafter be no liability on under this Agreement of the part of any party hereto except as set forth in Section 8.3 and Section 9.1either party; provided, provided however, that nothing herein in this Section 8 shall relieve be deemed to release any party from any liability for any breach hereofby such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.03 and Section 9.1; provided, however, Article IX and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of --------------------- this Agreement pursuant to as provided in Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 and Section 9.1; provided9.1 hereof, howeverand (ii) except as otherwise provided in Section 8.3, that nothing herein shall relieve any party from liability for any breach hereofTermination Breach hereof by such party.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall shall, except as provided in Section 9.1, forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. In the event of the Upon termination of this Agreement pursuant to Section 8.17.1, none of the parties hereto shall have any liability hereunder except (i) to the extent of any damages resulting from a knowing and intentional breach of this Agreement shall forthwith become void during its term and there shall be no liability on (ii) the part of any party hereto except as provisions set forth in Section 8.3 and Section 9.1; provided7.3, however, that nothing herein which shall relieve any party from liability for any breach hereofsurvive indefinitely.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto hereto, except as set forth in this Section 8.2, Section 3.19, Section 4.5, Section 6.4(b), Section 8.3 and Section 9.1Article IX; provided, however, provided that nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part all rights and obligations of any party hereto except shall cease except: (i) as set forth in Section 8.3 9.1 of this Agreement and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any willful breach hereofof this Agreement or shall restrict either party's rights in the case thereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as (a) under this Section 8.02 and Sections 10.02, 10.05 and 10.12 which shall survive indefinitely or until set forth in Section 8.3 herein and Section 9.1; provided, however, (b) that nothing herein shall relieve any party either the Sellers or the Purchaser from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 Sections 5.3(b), 7.3 and Section 9.18.1; provided, however, that nothing herein shall relieve any party from liability for any willful breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to and abandonment of the Merger as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (a) as set forth in Section 8.3 5.04 and Section 9.1; provided, however, 9.02 and (b) that nothing herein shall relieve any either party from liability for any willful breach hereof. SECTION 8.03.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 5.02 and Section 9.1; provided, however, Article 7 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement occurring prior to such termination.

Effect of Termination. In the event of the termination of this --------------------- Agreement and the abandonment of the Merger pursuant to Section 8.17.1, no party to this Agreement shall forthwith become void and there shall be no have any liability on the part of or further obligation to any other party hereto hereunder except (a) as set forth in Section 8.3 Sections 7.3 and Section 9.1; provided, however, that nothing herein shall 8.1 and (b) such termination will not relieve any a breaching party from of liability for any breach hereofdirectly or indirectly giving rise to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.19.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto party, except as set forth in this Section 8.3 9.3 and Section 9.110; provided, however, that nothing herein in this Agreement shall relieve any a party from liability for (a) any breach hereofby such party of the terms and provisions of this Agreement prior to such termination or (b) Actual Fraud.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1in accordance with this Article VII, this Agreement shall will forthwith become void and there shall will be no liability on the part of any party hereto except as set forth in Section 8.3 this Article VII and Section 9.1; provided, however, except that nothing herein shall will relieve any party hereto from liability for any willful breach of any provision hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except (i) as set forth in Section 8.3 8.01 and Section 9.1; provided, however, that (ii) nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. In the event of the a termination of this Agreement pursuant to Section 8.1this Article 8, this Agreement shall forthwith shall, except as specifically provided herein, become void and there of no further effect, and each party shall pay the costs and expenses incurred by it in connection with this Agreement and, except as otherwise provided herein, no party shall be no liability on the part of liable to any other party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any costs, expenses, damages or loss hereunder, so long as any such party is not in default or breach hereofof its obligations hereunder at the time of said termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.19.01, this Agreement shall forthwith become void and have no effect and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1hereto; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 8.03 and Section 9.1; provided9.01, however, that and nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability on the part of any either party hereto except (a) as set forth in Section 8.3 8.03 and Section 9.1; provided, however, 9.01 and (b) that nothing herein shall relieve any either party from liability for any breach hereofof this Agreement.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth in with respect to Section 8.3 and 6.4(b), this Section 9.18.2, Section 8.3, or Article IX, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any willful or intentional material breach hereof.

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 8.19.1, this Agreement shall forthwith become void have no further force or effect and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach hereof.except:

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability on the part of any party hereto hereto, except as set forth in Section 8.3 Sections9.01 and Section 9.19.11; provided, however, however that nothing contained herein shall relieve any party from liability for any wilful breach hereofof this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1this Article 8, all further obligations of the parties under this Agreement shall forthwith become void and there shall be no terminated without any further liability on the part of any party hereto except as set forth to the other parties hereto. Nothing contained in this Section 8.3 and Section 9.1; provided, however, that nothing herein 8.2 shall relieve any party from liability for any breach hereofof this Agreement.

Effect of Termination. In Except as provided in Section 9.1, in --------------------- the event of the termination of this Agreement pursuant to Section 8.111.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except as set forth in Section 8.3 and Section 9.1or any of its affiliates, directors, officers or stockholders; provided, however, provided however that nothing herein shall relieve any party from liability for any breach hereofhereof occurring prior to termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1Sections 8.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (i) as set forth in Section 8.3 Sections 8.05 and Section 9.1; provided9.01 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any willful breach hereofhereof and for any breach giving rise to a termination under Sections 8.01(d) or (e).

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.17.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 7.3 and Section 9.1; provided8.1 hereof, however, that and (ii) nothing herein shall relieve any party from liability for any breach hereof.. Section 7.3

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto hereto, except as set forth in with respect to Sections 6.3(b), this Section 8.2, Section 8.3 and Section 9.1Article IX, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any willful and material breach hereof.

Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1this Article VIII hereof, no Party to this Agreement shall forthwith become void and there shall be no have any liability on the part of or further obligation to any party hereto other Party hereunder except as set forth in this Section 8.3 8.2, Section 6.10, Sections 9.3, 9.4, 9.6, 9.8 and Section 9.1; provided, however, that nothing herein shall relieve any party from liability for any breach 9.9 hereof.