Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of Upon the termination and abandonment of this Agreement pursuant to Section 7.017.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto, or any of its respective affiliates, directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 7.2 and Sections 5.6(d) and 7.3, and all of Article 8, except for Section 7.03, which shall survive any such termination8.10. Nothing contained in this Section 7.02 7.2 shall relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of any party or its directorshereto, officers or stockholdersexcept with respect to Section 3.17, other than the provisions of the last sentence of Section 5.02 and the provisions of 4.10, Section 6.4, Section 6.8, this Section 7.02 8.2, Section 8.3 and Section 7.03ARTICLE 9, which shall survive any such termination. Nothing contained in this Section 7.02 ; provided, however, that nothing herein shall relieve or release any party from liability for liabilities or damages arising out of fraud or its material and intentional breach of any breach provision of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.036.02, which shall survive any such termination. Nothing contained in this Section 7.02 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to by either ACE*COMM or i3 as provided in Section 7.018.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of effect except (i) the last sentence of Section 5.02 6.2(a) and the provisions of this Section 7.02 Sections 8.2, 8.3 and Section 7.03, which 9.3 hereof shall survive any such termination. Nothing termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Section 7.02 Agreement, no party shall relieve be relieved or released from any party from liability for liabilities or damages arising out of its willful or intentional breach of any breach provision of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 8.2 and the last sentence of Section 5.02 Sections 5.5 and the provisions of this Section 7.02 Sections 8.3, and Section 7.03, which shall survive any such termination9.1 through 9.12 hereof. Nothing contained in this Section 7.02 8.2 shall relieve any party from liability for any willful breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.036.08, which shall survive any such termination. Nothing contained in this Section 7.02 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.

Effect of Termination. In the event of the termination of If this Agreement is terminated and the Merger is abandoned pursuant to Section 7.018.01 hereof, this Agreement Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX hereof and the Confidentiality Agreement, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 8.02 shall relieve any party from to this Agreement of liability for any willful breach of this Agreement.

Effect of Termination. In the event of the termination of Except as otherwise provided in this Agreement, if this Agreement is terminated pursuant to Section 7.017.01 hereof, this Agreement shall forthwith become void (other than Section 5.02 and have Section 8.01 hereof, which shall remain in full force and effect), and there shall be no effect, without any further liability on the part of Xxxxxx Bancorp or Innes Street to the other, except that no party shall be relieved or released from any party liabilities or damages arising out of its directors, officers or stockholders, other than the provisions willful breach of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach provision of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders of the Company, other than the provisions of this Section 8.02, Section 8.03 and the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.036.02, which shall survive any such termination. Nothing contained in this Section 7.02 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.0113.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party to this Agreement or its Affiliates, directors, officers or stockholders, other than the provisions of this Section 13.2, Section 14.4 and the last sentence confidentiality provisions of Section 5.02 and the provisions of this Section 7.02 and Section 7.035.2(a), which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.provided however,

Effect of Termination. In the event of the --------------------- termination and abandonment of this Agreement pursuant to Section 7.019.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 9.2 and Section 7.03Sections 5.5, which shall survive any such termination9.3, and 10.1 through 10.11 hereof. Nothing contained in this Section 7.02 9.2 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.017.1, this Agreement shall forthwith become null and void and have no further force and effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of Sections 5.1, 7.2, 7.3 and 9.10, and the last third sentence of Section 5.02 and the provisions 5.8 (a), all of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 7.2 shall relieve any party from liability for any material and willful breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.1 above, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, stockholders other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 8.2 and Section 7.03Sections 6.2, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement6.5, 8.3, 10.7, and 10.10.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders, other than the provisions of the last penultimate sentence of Section 5.02 6.3 and the provisions of this Section 7.02 8.2 and Section 7.038.3 and the applicable provisions of Article Nine, which shall survive any such termination. Nothing contained in this Section 7.02 8.2 shall relieve any party from liability for fraud or any willful breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability Liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 8.2 and Section 7.03Sections 6.3(b), which shall survive any such termination6.14, 8.3, 9.3 and 9.11 hereof. Nothing contained in this Section 7.02 8.2 shall relieve any party from liability Liability for any breach of this Agreement.. SECTION 8.3

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.017.1, this Agreement shall forthwith become void terminate (except for the Confidentiality Agreement and have no effectthe provisions of Section 7.3, and Sections 8.2 through 8.15), without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of stockholders except as set forth in Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement7.3.

Effect of Termination. In the event of the termination of this Agreement and abandonment of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this Section 8.2 and the last sentence of Section 5.02 Sections 5.5, and the provisions of this Section 7.02 Sections 8.3 and Section 7.03, which shall survive any such termination9.1 through 9.12 hereof. Nothing contained in this Section 7.02 8.2, however, shall relieve any party from liability for any willful breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.019.1, this Agreement shall forthwith will become void and have no effect, without any liability on the part of any party to this Agreement or its affiliates, directors, officers officers, or stockholdersshareholders, other than the provisions of the last sentence of Section 5.02 and the provisions of 6.5(a), Section 6.6(c), this Section 7.02 9.2, Section 9.3 and Section 7.03, which shall survive any such termination. Article X. Nothing contained in this Section 7.02 shall 9.2 will relieve any party from liability for any breach Breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its members, directors, officers or stockholdersshareholders, other than the provisions of the last sentence of Section 5.02 Sections 6.3, 8.2, 9.1, 10.1 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination10.8. Nothing contained in this Section 7.02 8.2 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void void, and have there shall be no effect, without any liability on the part of any party hereto or any of its affiliates, directors, officers or stockholdersshareholders; provided, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03however, which shall survive any such termination. Nothing contained that nothing in this Section 7.02 8.2 shall relieve any party from liability for breach of this Agreement or for fees and expenses as set forth in Section 8.3, and that this Section 8.2 and Section 8.3 shall survive indefinitely any breach termination of this Agreement.

Effect of Termination. In the event of the termination of If this Agreement pursuant is terminated in accordance with Section 8.1 prior to Section 7.01the Closing Date, this Agreement shall forthwith become void and have of no further force and effect; provided, without any liability on the part of any party or its directorshowever, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and that (a) the provisions of this Section 7.02 8.2 and Section 7.03, which Article IX shall survive such termination with respect to any action required hereunder which was not complete prior to such termination. Nothing contained in this Section 7.02 termination and (b) nothing herein shall relieve any party Party from any liability for fraud or with respect to any material breach of the provisions of this AgreementAgreement prior to such termination.

Effect of Termination. In the event of the termination and --------------------- abandonment of this Agreement pursuant to Section 7.018.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 8.02 and Section 7.03, which shall survive any such terminationSections 6.02(b) and 8.03. Nothing contained in this Section 7.02 8.02 shall relieve any party from liability for any willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 6.3 and the provisions of this Section 7.02 8.2 and Section 7.038.3 and the applicable provisions of Article Nine, which shall survive any such termination. Nothing contained in this Section 7.02 8.2 shall relieve any party from liability for any willful breach of this Agreement.

Effect of Termination. In the event of the termination of If this Agreement pursuant to is terminated as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or party, its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 7.2, Section 4.3 relating to expenses and Section 7.03, which shall survive any such termination4.7 relating to publicity and confidentiality to the extent provided therein. Nothing contained in this Section 7.02 7.2 shall relieve any party from liability for any breach of this AgreementAgreement occurring before such termination.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.1 (the date of such termination or abandonment is referred to in this Agreement as the “Termination Date”), this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party Party or its Affiliates, directors, officers officers, managers, members or stockholders, stockholders other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 8 and Section 7.03, which shall survive any such terminationArticle 10 hereof. Nothing contained in this Section 7.02 8.2 shall relieve any party Party from liability for any breach of this AgreementAgreement prior to such termination.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.1, this Agreement Agreement, except for the provisions of Articles 7, 8, and 9 shall forthwith become void and have be of no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 8.2 shall relieve any party from to this Agreement of liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to under Section 7.017.1, this Agreement shall forthwith thereafter become void and have no effect, without effect and no party hereto shall have any liability on the part of to any other party hereto or its directors, officers or stockholders, other than members, directors or officers in respect thereof; provided that the provisions of the last sentence of Article VIII, Sections 4.7, 5.10, 5.11, 7.3 and this Section 5.02 7.2 shall remain in full force and the provisions effect and survive any termination of this Section 7.02 and Section 7.03, which shall survive any Agreement until the expiration of such termination. Nothing contained provisions in this Section 7.02 shall relieve any party from liability for any breach of this Agreementaccordance with their terms.

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 7.019.01, this Agreement shall forthwith will become void and have of no effect, without any effect with no liability on the part of any party hereto or its respective directors, officers or stockholdersshareholders, other than except that the provisions of agreements contained in Section 9.03 will survive the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such terminationtermination hereof. Nothing contained in this Section 7.02 herein shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.019.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 9.2 and Section 7.03Sections 5.19, which shall survive any such termination. 6.7, 7.5 and 9.5 and Article X. Nothing contained in this Section 7.02 9.2 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.01, this Agreement Agreement, except for the obligations of the parties pursuant to this Section 8.02 and the provisions of Section 6.06, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained shareholders; provided that nothing in this Section 7.02 8.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.017.1, this Agreement Agreement, except for this Section 7.2, the provisions of the second sentence of Section 5.3(f) and Sections 7.3, 8.7 and 8.10, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, shareholders or stockholders. Notwithstanding the foregoing, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained nothing in this Section 7.02 7.2 shall relieve any party from to this Agreement of liability for a breach of any breach provision of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.0111.1, this Agreement (other than Section 8.3) shall forthwith become void and have no effecteffect except that, without any liability on notwithstanding anything to the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contrary contained in this Section 7.02 Agreement, no party shall relieve be relieved or released from any party from liability for liabilities or damages arising out of its breach of any breach provision of this Agreement. In the event of termination of this Agreement, Parent and the Company shall continue to honor the terms of the Confidentiality Agreement, including the return of all confidential materials.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 8.2 and Section 7.038.3, which shall survive any such termination. Nothing contained in this Section 7.02 8.2 or elsewhere in this Agreement shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of If this Agreement is validly terminated pursuant to Section 7.018.1, this Agreement shall will forthwith become null and void and have no further effect, without any liability Liability on the part of any party Party hereto or its Affiliates, directors, officers or stockholders, except for any liability resulting from any fraud, actions taken in bad faith, intentional misrepresentation or intentional breach prior to termination, and other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 8.3 and Section 7.03, which shall survive any such terminationArticle IX hereof. Nothing contained in this Section 7.02 8.3 shall relieve any party Party from liability Liability for any breach of this AgreementAgreement occurring prior to termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.01‎Article 9, this Agreement shall forthwith will become void and have no effect, without any liability or obligation on the part of any party or its directorsthe Buyer, officers or stockholdersthe Seller, the Company, other than the provisions of the last sentence of this Section 5.02 ‎9.2, Section ‎7.2(b), Section ‎7.5, and the provisions ‎Article 11, which will survive any termination of this Section 7.02 and Section 7.03Agreement; provided, which shall survive any such termination. Nothing contained however, that nothing in this Section 7.02 shall Agreement will relieve any party Party from any liability for any pre-termination willful breach by such Party of this Agreement.

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 7.018.01, this Agreement shall forthwith become void and have of no effect, effect without any liability on the part of any party (or its directorsany Representative of such party) to each other party hereto; provided, officers or stockholdershowever, other than the provisions of the last sentence of Section 5.02 and that the provisions of this Section 7.02 8.02 and Section 7.03, which ARTICLE 9 shall survive any such termination. Nothing contained in this termination hereof pursuant to Section 7.02 8.01; provided that, nothing herein shall relieve any party from liability for fraud or any breach Willful Breach of this AgreementAgreement prior to such termination. The Confidentiality Agreement shall not be affected by the termination of this Agreement and shall continue in full force and effect in accordance with its terms.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.0113.01 hereof, this Agreement Agreement, except for the provisions of Section 14.04, and the confidentiality provisions of Section 9.01, shall forthwith become null and void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall 13.02 shall, however, relieve any party from to this Agreement of liability for any breach of this Agreement.

Effect of Termination. (a) In the event of the termination of this Agreement pursuant to Section 7.018.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than except as provided below in Section 8.2(b). Notwithstanding the provisions preceding sentence, each of (i) Section 6.8 and (ii) the Nondisclosure Agreement shall remain in full force and effect in the event of the last sentence of Section 5.02 and the provisions termination of this Agreement pursuant to Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement8.1 hereof.

Effect of Termination. In the event of the termination of If this Agreement pursuant to Section 7.01is so terminated and the Merger is not consummated, this Agreement shall forthwith become void and shall have no effect, without any liability on the part of any party further force or its directors, officers or stockholders, effect other than the confidentiality provisions of the last sentence of Section 5.02 6.1 and the provisions of this Section 7.02 Sections 6.2 and Section 7.03, which shall survive any such termination. Nothing 9.2 and Article X; provided that nothing contained in this Section 7.02 9.2 shall relieve any party from liability for fraud, intentional misrepresentation or any willful breach of any representation, warranty, covenant or agreement contained in this Agreement.

Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Offer and the Merger pursuant to Section 7.0110.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 10.2 and Section 7.0310.3 hereof. Notwithstanding the foregoing, which shall survive any such termination. Nothing nothing contained in this Section 7.02 10.2 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any party hereto, or its their respective stockholders, officers, or directors, officers or stockholdersexcept that Article 8 and Section 9.9 hereof shall survive indefinitely, other than the provisions of the last sentence of Section 5.02 and the provisions except with respect to willful breaches of this Section 7.02 and Section 7.03, which shall survive any Agreement prior to the time of such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of Upon the termination of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become null and void except as set forth in Section 8.3 and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than for the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03Article 9, which shall survive any such termination. Nothing contained in this Section 7.02 ; provided, however, that nothing herein shall relieve any party from liability for any intentional breach of this Agreement prior to such termination. In addition, the Confidentiality Agreement shall not be affected by the termination of this Agreement.

Effect of Termination. In the event of the termination of If this Agreement is terminated and the Merger is abandoned pursuant to Section 7.018.01, this Agreement Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX (which shall remain in effect), shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 8.02 shall relieve any party from to this Agreement of liability for any willful breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to by either AAC or the Company as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party the Company, or its directors, officers or stockholdersAAC, other than the provisions of the last sentence of Section 5.02 and the provisions of 5.1, Section 5.5, this Section 7.02 7.3, Sections 8.2, 8.3, 8.5 through 8.10 and Section 7.03Article IX and except to the extent that such termination results from a willful breach by a party of any of its representations, which shall survive any such termination. Nothing contained warranties, covenants or agreements set forth in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to by either Tower or First Chester as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of effect except (i) the last sentence of Section 5.02 6.2(a) and the provisions of this Section 7.02 Sections 8.2, 9.2 and Section 7.03, which 9.3 shall survive any such termination. Nothing termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Section 7.02 Agreement, no party shall relieve be relieved or released from any party from liability for liabilities or damages arising out of its willful or intentional breach of any breach provision of this Agreement.

Effect of Termination. In the event of the termination of this Agreement and abandonment of the Merger and other Transactions pursuant to Section 7.01this Article 7, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of any party or its officers, directors, officers or stockholders, affiliates and agents, other than the provisions of the last sentence of Section 5.02 5.04 and the provisions of this Section 7.02 Sections 7.05, 7.06, 8.02 and Section 7.03, which shall survive any such termination8.07. Nothing contained in this Section 7.02 7.06 shall relieve any party hereto from liability for any willful breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 and the last sentence two sentences of Section 5.02 and the provisions of this Section 7.02 and Section 7.036.02, which shall survive any such termination. Nothing contained in this Section 7.02 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.0112.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party Party or its directorsrespective Affiliates, officers officers, directors or stockholdersshareholders, other than liability of the Group Companies, the Shareholders and the SPAC, as the case may be, for any fraud, willful and material breach of this Agreement occurring prior to such termination, except that the provisions of the last sentence of Section 5.02 and the provisions of 10.7, Section 10.12, this Section 7.02 12.2 and Section 7.03, which Article XIII shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach termination of this Agreement.

Effect of Termination. In Notwithstanding anything to the contrary in this Agreement (except Section 11.20.4), in the event of the termination of this Agreement pursuant to Section 7.01Agreement, the transaction shall not close and this Agreement shall forthwith become void and have no effectfurther effect whatsoever, without and no party hereto shall have any liability on further liability, obligations, right or duty to the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of under this Agreement, except as provided in Sections 11.20.1, 11.20.2, and 11.20.4, as applicable.

Effect of Termination. In the event of the termination ---------------------- and abandonment of this Agreement pursuant to Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 9.02 and Section 7.03Sections 5.19, which shall survive any such termination. 6.07, 7.05 and 9.05 and Article X. Nothing contained in this Section 7.02 9.02 shall relieve any party from liability for any antecedent breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 8.2 and Section 7.038.3, which shall survive any such termination. Nothing contained in this Section 7.02 Article VIII shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 6.2 and the provisions of this Section 7.02 8.2 and Section 7.038.3, which shall survive any such termination. Nothing contained in this Section 7.02 8.2 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. 7.2.1 In the event of the termination of this Agreement pursuant to Section 7.017.1, this Agreement Agreement, except for any provisions relating to the confidentiality obligations of the parties hereto to each other and the provisions of this Section 7.2 and Section 8.12, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders. Notwithstanding the foregoing, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained nothing in this Section 7.02 7.2 shall relieve any party from to this Agreement of liability for a material breach of any breach material provision of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to by either Unilever or SM, as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party or its directors, officers or stockholdersthe Parties, other than the provisions of the last sentence of Section 5.02 Sections 12.1 (Confidentiality), 12.2 (Public Announcements), 12.5 (Fees) through and the provisions of including 12.12 (Headings), and this Section 7.02 11.2 and Section 7.03, which shall survive any except to the extent that such terminationtermination results from the willful and material breach by a party hereof. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.EXECUTION VERSION

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.01this Article 7, this Agreement shall will forthwith become void and have there will be no effect, without any liability on the part of any party Party or its directorsrespective partners, officers officers, directors or stockholders, other than except for obligations under Section 5.6, Section 9.15 and this Section, all of which will survive the provisions of Termination Date. Notwithstanding the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03foregoing, which shall survive any such termination. Nothing nothing contained in this Section 7.02 shall Agreement will relieve any party Party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become be void and have no effect, without any with no liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than except that the provisions of Sections 6.8 (with respect to the last sentence of Section 5.02 reimbursement and the provisions of this Section 7.02 indemnification obligations therein) and Section 7.03, which Article IX shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.017.01 hereof, this Agreement Agreement, except for the provisions of Section 5.05 and Section 9.09, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such terminationshareholders. Nothing contained in this Section 7.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 7.018.01, this Agreement shall forthwith become void and have of no effect, without any effect with no liability on the part of any party or its directorshereto, officers or stockholdersexcept that (i) the agreements contained in Section 6.04, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 8.02, Section 8.03, Article IX and Section 7.03, which in the Confidentiality Agreement shall survive any the termination hereof and (ii) no such termination. Nothing contained in this Section 7.02 termination shall relieve any party of any liability or damages resulting from liability for any breach by that party of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to as provided in Section 7.018.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any either party or its directorshereto; provided, officers or stockholdershowever, other than that Sections 5.03, 8.02, 8.03 and 10.01 shall remain in full force and effect notwithstanding the provisions of the last sentence of Section 5.02 termination and the provisions abandonment of this Section 7.02 Agreement; and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 provided further that nothing herein shall relieve any either party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 7.017.1, this Agreement shall will forthwith become void and have no effect, without any liability on the part (other than with respect to any claim for breach of any party representation, warranty, covenant or its directorsagreement set forth in this Agreement); provided, officers or stockholders, other than that the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 7.3 and Section 7.03, which shall 8 will survive any such termination. Nothing contained in this termination hereof pursuant to Section 7.02 shall relieve any party from liability for any breach of this Agreement7.1.

Effect of Termination. In the event of the termination of this Agreement pursuant to by either WAL or Target as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of effect except (i) the last sentence of Section 5.02 6.2(a) and the provisions of this Section 7.02 Sections 8.2, 9.2 and Section 7.03, which 9.3 shall survive any such termination. Nothing termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Section 7.02 Agreement, no party shall relieve be relieved or released from any party from liability for liabilities or damages arising out of its willful or intentional breach of any breach provision of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.016.1 (the date of such termination or abandonment is referred to in this Agreement as the “Termination Date”), this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its Affiliates, directors, officers officers, unitholders or stockholders, stockholders other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 6.2 and Section 7.03, which shall survive any such terminationArticle 7 hereof. Nothing contained in this Section 7.02 6.2 shall relieve any party from liability for any breach of this AgreementAgreement prior to such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to by either Purchaser or the Company as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effecteffect except (i) Sections 6.5(c), without 6.6(h), (i), (j) and (l) and 8.2 and Article IX shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liability on the part or damages arising out of its willful breach of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to by either Wxxxxxx or NewMil as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of effect except (i) the last sentence of Section 5.02 6.2(a) and the provisions of this Section 7.02 Sections 8.2, 9.2 and Section 7.03, which 9.3 shall survive any such termination. Nothing termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Section 7.02 Agreement, no party shall relieve be relieved or released from any party from liability for liabilities or damages arising out of its willful or intentional breach of any breach provision of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholdersshareholders, other than the provisions of the last sentence of Section 5.02 and the provisions provision of this Section 7.02 9.02 and Section 7.03, which shall survive any such terminationSections 6.03(b) and 9.03 hereof. Nothing contained in this Section 7.02 9.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of If this Agreement is terminated pursuant to Section 7.018.01, this Agreement shall forthwith become void and have no further force or effect, without any liability or obligation on the part of any party or its directors, officers officers, or stockholders, stockholders (or holders of other than equity interests) except for the provisions of the last sentence of Section 5.02 and the applicable provisions of this Section 7.02 Article VIII and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this AgreementArticle IX.

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 7.018.1, this Agreement shall forthwith will become void and have there will be no effect, without any liability on the part of any party Party or its their respective directors, officers managers, officers, equity holders or stockholdersagents, other than except as provided in Section 9.1 and except that any such termination shall be without prejudice to the provisions rights of any Party arising out of the last sentence breach by any other Party of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing representation or covenant contained in this Section 7.02 shall relieve any party from liability for any breach of Agreement or due such other Party’s failure or refusal to close without justification under this Agreement.. Section 7.3

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than except that (a) the provisions of the last sentence of Section 5.02 and the provisions of 6.6(c), Section 6.8, this Section 7.02 8.2, Section 8.3, and Section 7.03, which Article 9 shall survive any such termination. Nothing termination and abandonment, and (b) notwithstanding anything to the contrary contained in this Section 7.02 Agreement, neither party shall relieve be relieved or released from any party from liability for liabilities or damages arising out of its material breach of any breach provision of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any and there shall be no liability on the part of any party or its directorsParty, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and except for the provisions of this Section 7.02 7.02, Section 7.03 and Section 7.03Article VIII, each of which shall survive remain in full force and effect; provided, however, that the Company shall not be relieved or released from any liability or damages arising from a willful or intentional material breach of any provision of this Agreement prior to the time of such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.0110.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party hereto or its directorstheir respective affiliates, officers officers, directors or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of 3.15, Section 4.06, Section 5.04, Section 6.04, Section 8.03, this Section 7.02 10.02 and Section 7.03Article XI, which provisions shall survive any such termination. Nothing contained , and except to the extent that such termination results from the willful and material breach by a party of any provision set forth in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 6.02 and the provisions of this Section 7.02 8.02 and Section 7.038.03, which shall survive any such termination. Nothing contained in this Section 7.02 8.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 7.018.1, this Agreement shall will forthwith become void and have no effect, without any liability on the part Liability (other than, subject to Section 8.2, with respect to any claim for any intentional pre‑termination breach of any party representation, warranty, covenant or its directorsagreement set forth in this Agreement); provided, officers or stockholders, other than that the provisions of the last sentence of Section 5.02 Sections 6.6, 6.7, 8.2 and the provisions of this Section 7.02 8.3, Article IX and Section 7.03, which shall Article X will survive any such termination. Nothing contained in this termination hereof pursuant to Section 7.02 shall relieve any party from liability for any breach of this Agreement8.1.

Effect of Termination. In the event of the termination of that this Agreement pursuant to is terminated as provided in Section 7.017.1 above, this Agreement shall forthwith become void (other than this Section 7.2, and have Sections 8.1, 9.1 through 9.3, 9.5 through 9.11, and Article X hereof which shall remain in full force and effect) and there shall be no effect, without any further liability on the part of any party AmTrust or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such terminationMaiden Holdings. Nothing contained in this Section 7.02 7.2 shall relieve any party hereto from liability for any its breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement by either HUBCO or IBSF pursuant to Section 7.017.1, this Agreement (other than Section 5.5(b), the penultimate sentence of Section 5.6(h), this Section 7.2 and Section 8.1) shall forthwith become void and have no effect, without any liability on the part of any party or its directorsofficers, officers directors or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such terminationshareholders. Nothing contained in this Section 7.02 herein, however, shall relieve any party from any liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to by either FNB or PVFC as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effecteffect except (i) Sections 6.1(g), without 6.2(b), 6.11(f)-(h), 8.2, 8.3, 9.3 and 9.8 shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liability on the part or damages arising out of its willful breach of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.0111.01 hereof, this Agreement shall shall, except for the provisions of Sections 3.14 and 4.04 and the confidentiality provisions of Section 6.01, forthwith become null and void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 11.02 shall relieve any party from to this Agreement of liability for any breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.,

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.1 above, this Agreement Agreement, except for the provisions of Section 5.1(i), all of Article 7, this Section 8.2 and all of Article 9, shall forthwith become void and have no effect, without any liability under this Agreement on the part of any either party or its Subsidiaries or their respective directors, officers officers, employees or stockholders. Notwithstanding the foregoing, other than nothing in this Section 8.2 shall relieve either party to this Agreement of liability for a breach of any provision of this Agreement or invalidate the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Confidentiality Agreement.

Effect of Termination. In the event of the termination of If this Agreement pursuant to Section 7.01is so terminated and the Merger is not consummated, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees, agents or stockholders, other than the confidentiality provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination7.7. Nothing contained in this Section 7.02 9.2 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to as provided in Section 7.019.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of any party hereto, or its directorsAffiliates, officers officers, directors or stockholdersshareholders, other than provided, however, that the provisions of the last sentence of Section 5.02 Sections 6.5 (Confidentiality), 6.8 (Public Announcements) and the provisions 15 (Expenses) of this Section 7.02 Agreement shall remain in full force and Section 7.03, which shall effect and survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach termination of this Agreement.

Effect of Termination. In the event of the any termination of this the Agreement pursuant to as provided in Section 7.017.1 hereto, this Agreement shall forthwith become wholly void and have of no effect, without any further force or effect (except Sections 7.2 and 7.3 and Article IX (other than Sections 9.15 and 9.16)) and there shall be no liability on the part of any party parties hereto or its their respective officers or directors, officers or stockholdersexcept as provided in such Sections and Article. Notwithstanding the foregoing, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which no party hereto shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party be relieved from liability for any willful breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to in accordance with Section 7.01, this Agreement shall forthwith become void cease to have effect and none of the Parties or their respective Affiliates shall have no effect, without any liability on the part of any party nature whatsoever under this Agreement (except for liabilities which have occurred upon or its directorsbefore the termination), officers or stockholders, other than provided that the provisions of the last sentence of Section 5.02 in Article 1, Article 7 and the provisions of this Section 7.02 and Section 7.03, which Article 8 shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach termination of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.019.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 Sections 6.01(b) and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination6.02(b). Nothing contained in this Section 7.02 9.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.01SECTION 8.1, this Agreement shall forthwith become void and have no effect, effect without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, stockholders other than the provisions of this SECTION 8.2, the last sentence of Section 5.02 and the arbitration provisions of this Section 7.02 SECTION 9.3(b) and Section 7.03, which shall survive any such terminationSECTION 10.12 hereof. Nothing contained in this Section 7.02 SECTION 8.2 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the any termination of this the Agreement pursuant to as provided in Section 7.017.1 hereto, this Agreement shall forthwith become wholly void and have of no effect, without any further force or effect (except Sections 7.2 and 7.3 and Article IX (other than Sections 9.15 and 9.16)) and there shall be no liability on the part of any party parties hereto or its their respective officers or 54 50 directors, officers or stockholdersexcept as provided in such Sections and Article. Notwithstanding the foregoing, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which no party hereto shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party be relieved from liability for any willful breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability on the part of any party hereto or any of its affiliates, directors, officers or stockholders; provided, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03however, which shall survive any such termination. Nothing contained that nothing in this Section 7.02 8.2 shall relieve any party from liability for breach of this Agreement or for fees and expenses as set forth in Section 8.3, and that Sections 6.7, 8.2 and 8.3 and Article IX shall survive indefinitely any breach termination of this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 7.019.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of the last sentence of this Section 5.02 9.2 and Sections 5.19, 6.7, 7.5 and 9.5 and Article X and the provisions of this Section 7.02 and Section 7.03, which shall survive any such terminationConfidentiality Agreement. Nothing contained in this Section 7.02 9.2 shall relieve any party from liability for any antecedent breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to by either Trustmark or Cadence as provided in Section 7.018.1 or the abandonment of the Merger without breach by any party hereto, this Agreement (other than Sections 6.2 and 12.4 and any other section which by its terms relates to post-termination rights or obligations) shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such terminationshareholders. Nothing contained in this Section 7.02 8.2 shall relieve any party from hereto of any liability for any a breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholdersshareholders, other than the provisions of Section 5.10 with respect to the payment of the breakup fee and expense reimbursement as described therein, the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.035.02, which in each case shall survive any such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this the Confidentiality Agreement.

Effect of Termination. In the event of the termination of If this Agreement pursuant to Section 7.01is so terminated and the Merger is not consummated, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers officers, employees, agents or stockholders, other than the confidentiality provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination7.8. Nothing contained in this Section 7.02 9.2 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of this Section 8.02, Section 8.03 - 25 - 26 and the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.036.02, which shall survive any such termination. The Stock Option Agreement shall also survive any such termination. Nothing contained obtained in this Section 7.02 8.02 shall relieve any party from liability for any breach of this Agreement or the Confidentiality Agreement.. SECTION 8.03

Effect of Termination. In the event of the termination of If this Agreement is validly terminated pursuant to Section 7.017.1, this Agreement shall will forthwith become void null and void, and have no further effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 7.2 and Section 7.03, which shall survive any such terminationArticle IX hereof. Nothing contained in this Section 7.02 7.2 shall relieve any party from liability for any breach of this AgreementAgreement occurring prior to termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.017.2, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and except for the provisions of this Section 7.02 and Section 7.037.3, which shall survive any such termination. Nothing contained in this Section 7.02 7.3 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of If this Agreement is validly terminated pursuant to Section 7.0111.1, this Agreement shall will forthwith become null and void and have no further effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 11.2, Section 11.3, and Section 7.03, which shall survive any such termination13 hereof. Nothing contained in this Section 7.02 11.2 shall relieve any party from liability for any breach of this AgreementAgreement occurring prior to termination.

Effect of Termination. In Except for the event provisions of Section 5.2, this Section 7.2, Section 7.3 and Article IX, which shall survive any termination of this Agreement, upon the valid termination of this Agreement pursuant to in accordance with Section 7.017.1, this Agreement shall forthwith thereafter become void and have no effect, without and no Party shall have any liability on the part of to any party other Party or its directorsmembers, stockholders,‌ managers or directors or officers or stockholdersin respect thereof; provided, other than the provisions that nothing herein will relieve any Party from any liability for any willful breach of the last sentence of Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any Agreement prior to such termination. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.Termination Fee.‌

Effect of Termination. (a) In the event of the termination and abandonment of this Agreement pursuant to Section 7.018.01 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of the last sentence of except as provided below in Section 5.02 and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination8.02(b). Nothing contained in this Section 7.02 8.02 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. In the event of the termination of (a) If this Agreement is validly terminated pursuant to Section 7.019.1, this Agreement shall will forthwith become void null and void, and have no further effect, without any liability on the part of any party hereto or its Affiliates, directors, officers managers, officers, stockholders or stockholdersmembers, other than the provisions of the last sentence of Section 5.02 and the provisions of this Section 7.02 9.2 and Section 7.03, which shall survive any such terminationArticle X hereof. Nothing contained in this Section 7.02 9.2 shall relieve any party from liability for any willful breach of this AgreementAgreement occurring prior to termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to by either PROTEC or PAYM as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party PAYM or its directors, officers or stockholdersPROTEC, other than the provisions of the last sentence of Section 5.02 5.01(a), Section 5.04, and the provisions of this Section 7.02 and Section 7.03, which shall survive any such termination7.02. Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of 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 as provided in Section 7.0111.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party or its directors, officers or stockholdersparty, other than the provisions of the last sentence of Section 5.02 Sections 7.1 and the provisions of 11.3 and this Section 7.02 11.2, and Section 7.03except to the extent that such termination results from the willful and material breach by a party of any of its representations, which shall survive any such termination. Nothing contained warranties, covenants or other agreements set forth in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.