Common use of Effect of Termination and Abandonment Clause in Contracts

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In Upon the event of termination of this Agreement and the abandonment of the Merger pursuant to Section 8.1 or 8.2 hereof, this Article VIIIAgreement shall become void and have no effect, and no party to this Agreement shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) a result of the termination of this Agreement; provided, that termination will the foregoing shall not relieve a breaching party from of any liability for any willful as a result of a breach of any of the terms of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and Section 9.01 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 Section 7.01 and 9.01 Section 8.01 and (bii) that termination will not relieve a breaching party from liability for money damages for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVI hereof, no party to this Agreement hereto or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereunder hereto pursuant to this Agreement, except (a) as set forth in Sections 8.03 that Article VIII hereof shall survive termination of this Agreement and 9.01 and (b) that termination nothing herein will not relieve a breaching any party hereto from liability for any willful breach of this Agreement giving rise occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 Section 7.01 and 9.01 Section 8.01 and (bii) that termination will not relieve a breaching party from liability for money damages for any willful breach Willful Breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination. Nothing in Section 7.02 or this Section 7.03 shall be deemed to preclude either party from seeking specific performance in equity to enforce the terms of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (aas provided in this Section 10.5 and in Section 5.3(b) as set forth hereof. Nothing in Sections 8.03 and 9.01 and (b) that termination will not this Section 10.5 shall relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and 9.01 Section 9.1, and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful knowing breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other Representatives), other than the provisions of this Section 7.5 and Section 7.6; provided, however, that, except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIARTICLE VII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationhereunder.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger is abandoned pursuant to this Article VIII, this Agreement, except for the provisions of this Section 8.05 and 5.02(c), 8.06 and Article IX (each of which shall survive any such termination), shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders. Nothing in this Section 8.05 shall relieve any party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from of liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and 9.01 Section 9.03 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII7, no party all obligations of the parties hereto shall terminate, except the obligations of the parties pursuant to this Agreement Section 7.2 and Sections 5.5(b), 5.6, 7.3, 7.4, 8.5 and 8.6 and except that nothing herein shall have relieve any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of any covenant or agreement under this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of to this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth provided in Sections 8.03 Section 10.2 below and 9.01 and (b) except that termination nothing herein will not relieve a breaching any party from any liability or damages for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and Section 9.1, (b) that each of the Stock Option Agreements shall be governed by its own terms as to termination and (c) termination will not relieve a breaching party from liability for any willful breach of this Agreement directly or indirectly giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and 9.01 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination; provided, however, that any termination shall not affect the USBC Option Agreement or the FBS Option Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVI hereof, no party to this Agreement Party or, its directors or officers or other controlling persons shall have any liability or further obligation to any other Party hereto pursuant to this Agreement, except that Article VII hereof shall survive termination of this Agreement and nothing herein will relieve any party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party hereto from liability for any willful breach of this Agreement giving rise occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Purchase pursuant to this Article VIII, no party to this Agreement shall will have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth in for obligations arising under Sections 8.03 5.02(b), 5.02(c), 5.04 and 9.01 5.11(b), this Section 8.02 and Article XI and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to this Article VIIIis abandoned, no party to this Agreement shall will have any liability or further obligation to any other party hereunder under this Agreement, except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach by it of this Agreement giving rise to such terminationand except that Section 6.05(b), this Section 8.02, Section 8.03 and Article IX will survive termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 and of no effect with no liability on the part of any party hereto (b) that or of any of its directors, officers, employees, agents, legal or financial advisors or other representatives); provided, however, no such termination will not shall relieve a breaching any party hereto from any liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to transactions contemplated hereby are abandoned as described in this Article VIIIARTICLE VII, no party to this Agreement shall have become void, and of no further force and effect; provided, that this Section 7.3 and ARTICLE VIII shall survive such termination. Nothing in this ARTICLE VII shall be deemed to release any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from any liability for any willful breach by such party of the terms and provisions of this Agreement giving rise Agreement, or to such terminationimpair the right of any party to compel specific performance by another party of its obligations under this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIV, this Agreement shall forthwith become null and void and have no effect, and no party to this Agreement hereto shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of to this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVI hereof, no party to this Agreement hereto or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereunder hereto pursuant to this Agreement, except (a) as set forth in Sections 8.03 that Article VII hereof shall survive termination of this Agreement and 9.01 and (b) that termination nothing herein will not relieve a breaching any party hereto from liability for any willful breach of this Agreement giving rise occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Company Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 9.04 and 9.01 10.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationtermination unless such party is obligated to pay and has paid the Fee pursuant to Section 9.04.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Company Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 9.03 and 9.01 10.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have become void and of no effect with no liability on the part of any Party (or of any of its Representatives); provided, however, that (i) no such termination shall relieve any Party from any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party for damages resulting from liability for any willful and intentional breach of this Agreement giving rise to Agreement, and (ii) this Article VIII, Sections shall survive such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger other transactions contemplated hereby pursuant to this Article VIII9, no party to this Agreement Party hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder Party to this Agreement, except (a) as set forth in Sections 8.03 Article 10 shall survive termination of this Agreement and 9.01 and (b) that termination nothing herein will not relieve a breaching party any Party from liability for any willful breach of this Agreement giving rise occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII8, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (ai) as set forth in Sections 8.03 Section 6.5(d), this Section 8.2 and 9.01 Article 9 of this Agreement shall survive any termination of this Agreement, and (bii) that termination will not relieve a breaching party notwithstanding anything to the contrary, none of the parties shall be relieved or released from liability for any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of If this Agreement and the abandonment of the Merger is terminated pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder party, except (a) as set forth in Sections 8.03 for liability resulting from material and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationany covenant, or the material falsity of any representation and warranty, contained herein. Each party shall bear its own expenses in the event of termination absent material and willful breach of any covenant, or the material falsity of any representation and warranty, contained herein.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and 9.01 Section 8.3, (ii) as set forth in Section 9.1, and (biii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any the other party hereunder hereto except (a) as set forth in Sections 8.03 below and 9.01 and (b) except that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationtermination and except that Sections 6.05, 8.02 and Section 9.05 shall survive any termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and Section 9.01 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement (other than Sections 8.2 and 8.3 and Article IX) shall have become void and of no further force or effect with no liability on the part of any liability party hereto (or further obligation to of any other of its Representatives); provided, however, that no such termination shall relieve any party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party hereto from any liability for any willful breach of this Agreement giving rise prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Article VIIIXI, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) under the last sentence of Section 7.10 and as set forth in Sections 8.03 7.15, 7.16 and 9.01 11.03 and (b) that termination will not relieve a breaching on party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII7, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a1) as set forth in Sections 8.03 7.3, 8.1 and 9.01 8.5 and (b2) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth provided in Sections 8.03 Section 7.6 or Section 9.6, and 9.01 and (b) except that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 Section 7.02 and Section 9.01 and (bii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and 9.01 Section 9.03 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement (other than this Section 9.5, the second sentence of Section 6.2, Section 7.2 and Article X) shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, attorneys or other Representatives); provided, however, that no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to by such terminationparty.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any Party (or any of its Representatives or Affiliates); provided, however, that (i) no such termination shall relieve any Party of any liability or further obligation damages to any other party hereunder except (a) as set forth in Sections 8.03 Party resulting from any knowing and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful intentional breach of this Agreement giving rise to such terminationand (ii) the provisions set forth in this Section 9.5 and the second sentence of Section 10.1 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIparagraph 9, no party to this Agreement shall have any liability or further obligation to any the other party hereunder hereto except (a) as set forth in Sections 8.03 below and 9.01 and (b) except that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationtermination and except that paragraphs 4(g), 5(h) and 10 shall survive any termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Offer and the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto or its Subsidiaries or Affiliates (or of any of their respective directors, officers, employees, agents, legal and (b) financial advisors or other representatives); provided, however, that except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of ------------------------------------- termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and 9.01 Section 9.1 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have become void and of no effect with no Liability on the part of any liability Party (or further obligation of any of its representatives); provided, however, that no such termination shall relieve the defaulting or breaching Party (whether or not it is the terminating Party hereto) from any Liability to any other party hereunder except (a) as set forth in Party hereto; and provided, further, that Sections 8.03 5.11, 9.2, 9.8 and 9.01 9.9 and (b) that this Section 7.2 shall survive the termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 hereof, (b) that the Stock Option Agreement shall be governed by its own terms as to termination and (bc) that termination will not relieve a breaching party from liability for any knowing or willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have any liability or further obligation to any the other party hereunder except (a) as set forth in Sections 8.03 and 9.01 Section 8.1 and (b) that termination will not relieve a breaching party from liability for any willful knowing breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth provided in Sections 8.03 Section 7.6 and 9.01 and (b) except that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and 9.01 9.01, and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination; PROVIDED, HOWEVER, that any termination shall not affect the Seller Option Agreement.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to this Article VIIIis abandoned, no party to this Agreement shall will have any liability or further obligation to any other party hereunder under this Agreement; provided, however, that, except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not Section 8.03(b), nothing contained herein shall relieve a breaching party from liability for any willful breach by it of this Agreement giving rise to such terminationand except that Section 6.05(b), this Section 8.02, Section 8.03 and Article IX will survive termination of this Agreement.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger Unit Purchase pursuant to this Article VIIIVII, no party to this Agreement (other than this Section 7.5, Section 5.2 and Article VIII) shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, attorneys or other Representatives); provided, however, that no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to by such terminationparty.

Effect of Termination and Abandonment. In the ------------------------------------- event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, this Agreement shall ------------ forthwith become void and no party to this Agreement hereto (or any of its directors, officers or stockholders) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination nothing herein will not relieve a breaching any party from liability for any willful breach of any of its representations or warranties under this Agreement giving rise or its failure to such terminationcomply with one of its covenants, agreements or obligations under this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth provided in Sections 8.03 Section 10.2 below and 9.01 and (b) except that termination nothing herein will not relieve a breaching any party from any liability or damages for any willful breach of this Agreement giving rise to such termination.Agreement. ARTICLE X MISCELLANEOUS AND GENERAL 10.1

Effect of Termination and Abandonment. In Except as set forth in Section 10.1, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination nothing herein will not relieve a breaching party the Company, Purchaser or Merger Sub from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement (other than this Section 8.2, Article IX and the Confidentiality Agreement) shall have become void and of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, consultants, contractors, agents, attorneys or other Representatives); provided, however, that no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to by such terminationparty.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIISection 8.01, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections Section 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationSection 9.01.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, this Agreement, except as to the provisions of Section 6.2 and Section 7 which shall expressly survive any termination, shall become void and of no effect with no liability on the part of any party hereto; provided, however, except as otherwise provided herein, no such termination shall relieve any party to this Agreement shall have hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) financial advisors or other representatives); provided, Table of Contents however, except as otherwise provided herein, that no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth provided in Sections 8.03 and 9.01 and Section 8.03, (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement, and (iii) 6.04, 6.05(b), 8.02, 8.03, 9.05, 9.06, 9.07, 9.08, 9.09 and 9.10 shall survive any termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 Section 11.03 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of a termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 10.1) shall become void and 9.01 of no effect with no liability on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and (b) that financial advisors or other representatives); provided, however, that, except as otherwise provided herein, no such termination will not shall relieve a breaching any party hereto of any liability or damages resulting from liability for any willful or intentional breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Consolidation pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and Section 9.01 and (bii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Reorganization pursuant to this Article VIIIIX, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth provided in Sections 8.03 Section 6.05(g), and 9.01 and (b) except that termination will not nothing herein shall relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIISection 15, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ax) as set forth in Sections 8.03 and 9.01 Section 18 and (by) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Asset Purchase pursuant to this Article VIII, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination nothing herein will not relieve a breaching any party from liability for any willful material breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections Section 6.12, this Section 8.02, Section 8.03 and 9.01 Article IX and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIArticle, no party to this Agreement hereto shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth provided in Sections 8.03 Section 7.1 and 9.01 and (b) except that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 hereof, (b) that the Stock Option Agreement shall be governed by its own terms as to termination and (bc) that termination will not relieve a breaching party from liability for any knowing or willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVI hereof, no party to this Agreement hereto or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereunder hereto pursuant to this Agreement, except (a) as set forth in Sections 8.03 that Article VIII hereof shall survive termination of this Agreement and 9.01 and (b) that termination nothing herein will not relieve a breaching any party hereto from liability for any willful breach of this Agreement giving rise occurring prior to such termination.. ARTICLE VII RESERVED ARTICLE VIII

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger other transactions contemplated hereby pursuant to this Article VIII, no party to this Agreement hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth provided in Sections 8.03 Article IX and 9.01 Section 10.2 hereof, and (b) in the Stockholders' Agreement, and except that termination nothing herein will not relieve a breaching any party from liability for any willful breach of this Agreement giving rise occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement (other than as set forth in Section 9.01) shall have any become void and of no effect with no liability or further obligation to on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination shall relieve any party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such termination.Agreement

Effect of Termination and Abandonment. In (a) Except to the extent provided in Sections 7.2(b) and 7.2(c) below, in the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or any of its Representatives or Affiliates); provided, however, that (i) no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (a) as set forth in Sections 8.03 hereto resulting from any fraud or Willful and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach Material Breach of this Agreement giving rise to such termination.and

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement (other than this Section 8.5, Section 6.14, and Article X) shall have become void and of no effect with no liability on the part of any party hereto (or of any of its Representatives); provided, however, that except as otherwise provided herein, no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Arrangement pursuant to this Article VIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party hereto resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger transactions contemplated by this Agreement pursuant to this Article VIIIXI, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 Section 7.11, and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of If this Agreement is terminated and the abandonment of the Merger pursuant to transactions contemplated hereby are abandoned as described in this Article VIIIVII, no party to this Agreement shall have become void, and of no further force and effect; provided that Section 5.9, this Section 7.3 and Article VIII shall survive such termination. Nothing in this Article VII shall be deemed to release any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from any liability for any willful or material breach by such party of the terms and provisions of this Agreement giving rise Agreement, or to such terminationimpair the right of any party to compel specific performance by another party of its obligations under this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or any of its Representatives or Affiliates); p rovided, h owever, and notwithstanding anything in the foregoing to the contrary in this Agreement, (i) no such termination shall relieve any party hereto of any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.damages to

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIIX, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any party hereto (or any of its Representatives or Affiliates); provided, however, (i) no such termination shall relieve any party hereto of any liability or further obligation damages to any the other party hereunder except (a) as set forth in Sections 8.03 hereto resulting from any knowing and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful intentional breach of this Agreement giving rise to such terminationand (ii) the provisions set forth in this Section 9.5 and the second sentence of Section 10.1 shall survive the termination of this Agreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 Section 9.1 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Company Merger pursuant to this Article VIIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 9.03 and 9.01 10.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.termination unless such party is obligated to pay and has paid the Fee pursuant to Section 9.03. 9.03

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 6.05(b), 8.02, 8.03 and 9.01 Article IX and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 8.2, 8.3 and 9.01 10.6 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIARTICLE 7, no party to this Agreement neither Party hereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder Party pursuant to this Agreement, except (a) as set forth in Sections 8.03 that ARTICLE 8 shall survive termination of this Agreement and 9.01 and (b) that termination nothing herein will not relieve a breaching party either Party from liability for any willful breach of this Agreement giving rise occurring prior to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Reorganization pursuant to this Article VIIIX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 Section 10.3 and 9.01 11.1 and (bii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII8, no party to this Agreement shall have any liability or further obligation to any other party hereunder except that (ai) as set forth in Sections 8.03 Section 6.7(g), Section 8.2, this Section 8.3, and 9.01 Article 9 of this Agreement shall survive any termination of this Agreement; and (bii) that termination will not relieve a breaching party notwithstanding anything to the contrary, none of the parties shall be relieved or released from liability for any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement (other than as set forth in Section 9.01) shall have any become void and of no effect with no liability or further obligation to on the part of any party hereto (or of any of its directors, officers, employees, agents, legal and financial advisors or other representatives); provided, however, except as otherwise provided herein, no such termination shall relieve any party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party hereto of any liability or damages resulting from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII8, no party to this Agreement thereto (or any of its directors or officers) shall have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth provided in Sections 8.03 9.1 and 9.01 and (b) that 9.2. No termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationshall result in the termination of the obligations of the parties under Sections 5.1(k), 5.2(f), 6.2(a) or 9.1.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Mergers pursuant to this Article VIII7, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 Section 7.11 and 9.01 Section 9.4, and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Stock Acquisition pursuant to this Article VIIIIX, no party to this Agreement shall will have any liability Liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth in for obligations arising under Sections 8.03 5.03(b), 5.05(a), this Section 9.02 and 9.01 Article XI and (b) that termination will not relieve a breaching party from liability Liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a1) as set forth in Sections 8.03 and 8.01(e), 9.01 and 9.05 and (b2) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. The party desiring to terminate this Agreement, shall give written notice of such termination to the other party specifying the provision pursuant to which such termination is effective. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII7, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 Section 7.03 and 9.01 Section 8.01, and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger Purchase pursuant to this Article VIII, no party to this Agreement shall will have any liability or further obligation to any other party hereunder to this Agreement, except (a) as set forth in for obligations arising under Sections 8.03 5.02(b), 5.02(c) and 9.01 5.05, this Section 8.02 and Article XI and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any (other party hereunder except (a) than as set forth in Sections 8.03 Section 9.1) shall become void and 9.01 and of no effect with no liability on the part of either Party (bor of any of its Representatives) whether under contract, equity or Law; provided, however, that no such termination will not shall relieve a breaching party from either Party of any liability for damages resulting from any willful and intentional breach of this Agreement giving rise or from any obligation to such terminationpay, if applicable, the amounts payable pursuant to Section 8.5.2 or 8.5.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIIVI hereof, no party to this Agreement hereto or, its directors or officers or other controlling persons shall have any liability or further obligation to any other party hereunder hereto pursuant to this Agreement, except (a) as set forth in Sections 8.03 that Article VII hereof shall survive termination of this Agreement and 9.01 and (b) that termination nothing herein will not relieve a breaching any party hereto from liability for any willful breach of this Agreement giving rise occurring prior to such terminationtermination or of any existing obligations that were to be resolved by this Agreement.

Effect of Termination and Abandonment. In the event of termination of If this Agreement and the abandonment of the Merger is terminated pursuant to this Article VIII, no party to this Agreement shall have become void and of no effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates), except that (a) no such termination shall relieve any Party of any liability or further obligation damages to the other Parties resulting from any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 willful material breach of this Agreement and (b) that the provisions set forth in this Section 8.02, in Article X and in the Confidentiality Agreement shall survive the termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationAgreement.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIIISection 7.1, (a) no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that hereunder; provided, however, termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such terminationtermination and (b) this Agreement shall forthwith be void and of no further legal effect, other than the provisions of Sections 5.7(b), 5.15 and 7.2, this Section 7.3 and Article VIII.

Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (ai) as set forth in Sections 8.03 and Section 9.01 and (bii) that termination will not relieve a breaching party from liability for any willful breach of any covenant, agreement, representation or warranty of this Agreement giving rise to such termination.