Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).

Effect of Termination. In the event of the termination of this Agreement by either Investor or the Company as provided in this Article VIISection 5.04, written notice thereof shall forthwith be given by the terminating Party to the other party or parties hereto, Party specifying the provision hereof pursuant to which such termination is made. In the event of the termination of this Agreement pursuant to Section 5.04, this Agreement shall be terminated and this Agreement shall immediately forthwith become void and of have no effect, without any Liability liability or obligation on the part of Parenteither Party, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, other than this Section 7.5, Section 7.6 5.04(b) and Article VIII VIII, which provisions shall survive the termination hereofsuch termination; and (b) no such termination provided, however, that nothing in this Section 5.04 shall relieve any party from liability for any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to willful breach of a representation or warranty or willful breach of any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)covenant or other agreement contained in this Agreement.

Effect of Termination. In If Seller or Purchaser terminates this Agreement pursuant to Section 11.01, (a) this Agreement shall forthwith become null and void and of no further force and effect, (b) the event transactions contemplated by this Agreement shall be abandoned without further action by any Party and (c) all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party; provided, however, that (i) nothing in this Section 11.02 shall relieve any Party hereto from any liability with respect to any willful or intentional breach of this Agreement prior to such termination and (ii) the provisions of Section 6.03, this Section 11.02 and Article XII (other than Section 12.12) shall survive the termination of this Agreement as provided and shall remain in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, full force and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).

Effect of Termination. In the event of the termination and abandonment of this Agreement as provided in this Article VIIpursuant to Section 8.1, written notice thereof shall forthwith be given to the other party or parties heretoin accordance with Section 9.4, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of have no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, any of the Company or its Subsidiaries or its Affiliates or Parent or its Affiliates or their respective directors, officers and Affiliatesofficers, except that: (a) employees or stockholders, other than the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, provisions of this Section 7.58.2 and Section 8.3; provided, however, that nothing contained in this Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination 8.2 shall relieve any party from liability for any Liability resulting from a Willful willful and Material Breach material breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 9.1, and this Agreement shall immediately forthwith become void and of no effect, effect without any Liability liability or obligation on the part of Parentany Party hereto (or any stockholder, Merger Subdirector or officer, employee, agent, consultant or representative of such party) to the Company or their respective directors, officers and Affiliatesother Parties hereto, except that: that (a) the Confidentiality Agreementagreements contained in this Section 9.2, Section 5.2(d9.3, the Confidentiality Agreement (subject to the terms thereof), Section 5.76.9, Section 5.8, this Section 7.5, the last sentence of Section 7.6 and in Article VIII 10 shall survive the termination hereof; and hereof and (b) no such termination shall relieve any party Party hereto of any liability or damages resulting from fraud or from any Liability resulting from a Willful willful and Material Breach material breach by such Party of any covenant or other agreement included in this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of termination of that this Agreement as provided is validly terminated in this Article VIIaccordance with Sections 3.05 and 3.06, notice thereof then each of the parties hereto shall be given to relieved of their duties and obligations arising under this Agreement after the other party or parties hereto, specifying the provision hereof pursuant to which date of such termination is madeand such termination shall be without liability to any of Purchaser or Seller; provided, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) that no such termination shall relieve any party hereto from liability for any Liability resulting from a Willful and Material Breach breach of this Agreement or for fraudAgreement; provided, subject onlyfurther, with respect to that (a) the obligations of the parties set forth in Section 4.07(a) hereof shall survive any such liabilities termination and shall be enforceable hereunder, and (b) no termination shall impair the right of the Company, any party to Section 7.6(b), Section 7.6(c) and Section 7.6(d)compel specific performance by any other party of its obligations hereunder.

Effect of Termination. In Except as provided in Sections 6.1 (Access to Information; Confidentiality), 6.3 (Public Announcements), and 9.3 (Fees, Expenses and other Payments) and this Section, in the event of the termination of this Agreement as provided pursuant to Section 8.1, or in this Article VII, notice thereof the event the Merger shall be given not have become effective prior to the other party or parties heretoend of business on the day prior to the Termination Date, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of have no effect, without any Liability or obligation liability on the part of Parentany party, Merger Subor any of its respective stockholders, the Company officers or their respective directors, officers and Affiliatesto the other; provided, except that: (a) the Confidentiality Agreementhowever, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no that such termination shall not relieve any party from liability for any Liability resulting from a Willful and Material Breach breach of any of its warranties, covenants or agreements set forth in this Agreement or for fraudand, subject onlyprovided, with respect to any however that such liabilities of termination will not terminate the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Confidentiality Agreement.

Effect of Termination. In the event of termination of If this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof is terminated pursuant to which such termination is madeSection 9.1, and this Agreement shall immediately become void and of no effecteffect without liability of any party hereto (or any Affiliate, without any Liability shareholder, director, officer, trustee, employee, agent, consultant, or obligation on representative of such party) to the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliatesother parties hereto, except that: that (a) the Confidentiality Agreementagreements contained in Sections 1.1, Section 5.2(d1.2, 6.4, 6.8(b), 6.8(c), (to the extent relating to Section 5.76.8(b)), Section 5.86.8(d), this Section 7.56.20(d) (last two sentences), Section 7.6 6.20(o) and 6.20(p) and Article VIII 11 (other than Section 11.16) shall survive the termination hereof; and hereof and (b) no such termination shall relieve any party hereto of any liability or damages resulting from any Liability resulting from a Willful and Material Breach willful breach by such party of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in compliance with Section 10.01, this Article VII, notice thereof Agreement shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, terminated and this Agreement shall immediately forthwith become void and of have no effect, without any Liability or obligation on the part of Parentany Party, Merger SubPurchaser Parent or Xxxxxx (or any shareholder or Representative of such Party, the Company Purchaser Parent or their respective directorsXxxxxx), officers and Affiliates, except that: other than Section 1.03 (a) the Confidentiality Agreement, Section 5.2(dInterpretation), Section 5.7, Section 5.86.03 (Public Announcements), this Section 7.5, Section 7.6 10.02 and Article VIII XII (including the definitions used in each such Section; but excluding Section 12.07), all of which shall survive the termination hereofsuch termination; and (b) no such termination provided, that nothing in this Section 10.02 shall relieve any party Party or Xxxxxx from Liability for any Liability resulting from a Willful Fraud or knowing, material and Material Breach intentional breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. (a) In the case of any termination of this Agreement, the provisions of Section 7.3 and 7.4 shall remain in full force and effect. (b) Upon termination of this Agreement as provided in Section 9.1(a), except as stated in subsection (a) above, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto or their respective directors, officers, employees, agents or other representatives. (c) In the event of termination of this Agreement as provided in this Article VIISection 9.1(b), notice thereof (c) or (d) hereof, such termination shall be given without prejudice to any rights that the other terminating party or parties hereto, specifying may have against the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without breaching party or parties or any Liability or obligation on other person under the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach terms of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)otherwise.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.1, written notice thereof shall forthwith be given to the other party or parties hereto, hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement (other than Sections 7.2, 7.3, 8.4, 8.6, 8.7, 8.8, 8.9, 8.10, and 8.11 hereof) shall immediately forthwith become void null and of void, and there shall be no effect, without any Liability or obligation liability on the part of Parent, or Merger Sub, or the Company or their respective directors, officers and AffiliatesCompany, except that: (a) the Confidentiality Agreementas provided in Section 7.3; provided, Section 5.2(d)however, Section 5.7, Section 5.8, that nothing in this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination 7.2 shall relieve any party from hereto of any Liability liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect breach prior to any such liabilities termination of any of the Companyrepresentations, to Section 7.6(b)warranties, Section 7.6(c) and Section 7.6(d)covenants, or agreements set forth in this Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.01, written notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become null and void (other than Sections 7.02 and 7.03, Article VIII and the Confidentiality Agreement, all of which shall survive termination of this Agreement), and there shall be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, subject to Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b7.03(b) no such termination shall relieve any party from any Liability liability for damages to another party resulting from a Willful knowing and Material Breach intentional breach of this Agreement or for from fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIIpursuant to Section 6.01 hereof by Parent or Sub, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of have no effect, without any Liability or obligation and there shall be no liability hereunder on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and AffiliatesCompany, except that: (athat Sections 4.02, 3.01(p) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, and 7.01 hereof and this Section 7.5, Section 7.6 and Article VIII 6.02 shall survive the any termination hereof; and (b) no such termination of this Agreement. Nothing in this Section 6.02 shall relieve any party from any Liability resulting from a Willful and Material Breach to this Agreement of liability for breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of termination of If this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof is terminated pursuant to which such termination is madeSection 10.01, and this Agreement shall immediately become void and of no effecteffect without liability of any party (or any stockholder, without any Liability director, officer, employee, agent, consultant or obligation on representative of such party) to the part of Parentother parties hereto; provided that, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: if such termination shall result from (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and fraud of any party or (b) no such termination shall relieve an intentional breach by any party from of its covenants or agreements hereunder, such party shall be fully liable for any Liability resulting from and all liabilities and damages incurred or suffered by the other parties as a Willful and Material Breach result of such failure. The provisions of this Agreement or for fraudSection 10.02, subject onlythe final two sentences of Section 6.02 and Article 11 (but, with respect in the case of Section 11.13, only to the extent relating to obligations required to be performed after termination) shall survive any such liabilities of the Company, termination hereof pursuant to Section 7.6(b), Section 7.6(c) and Section 7.6(d)10.01.

Effect of Termination. In the event of any termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 7.1, and this Agreement forthwith shall immediately become void and of no further force or effect, without and no party hereto (or any Liability of its Affiliates, directors, officers, agents or representatives) shall have any liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliateshereunder, except that: in any such case (a) the Confidentiality Agreement, Section 5.2(das provided in Sections 4.2(b) (Confidentiality), Section 5.74.4 (Public Announcements), Section 5.87.3 (Fees and Expenses) and 7.4 (Remedies Upon Termination), this Section 7.5, Section 7.6 and Article VIII which shall survive the any such termination hereof; and and (b) no to the extent such termination shall relieve results from the breach by such party of any party from any Liability resulting from a Willful and Material Breach of its representations, warranties, covenants or agreements contained in this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 7.1, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, terminate (except that: (a) that the Confidentiality Agreement, the Clean Team Confidentiality Agreement and the provisions of Section 5.2(d5.12(f), Section 5.75.13(h), Section 5.8, this Section 7.55.13(i), Section 7.6 7.2, Section 7.3 and Article VIII shall survive any termination), and there shall be no other Liability on the termination hereof; and part of the Company, on the one hand, or Parent or Merger Sub, on the other hand, to the other except (bi) no such termination shall relieve any party from any as provided in Section 5.12(f), Section 5.13(h), Section 5.13(i), and Section 7.3 or (ii) Liability arising out of or resulting from a fraud or any Willful and Material Breach of any provision of this Agreement occurring prior to termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)in equity.

Effect of Termination. In the event of termination of If this Agreement as provided in this Article VIIis terminated pursuant to Section 7.1, written notice thereof shall forthwith be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is mademade (other than in the case of termination pursuant to Section 7.1(a)), and this Agreement shall immediately forthwith become void null and of void, and there shall be no effect, without any Liability damages or obligation liability on the part of Parent, Merger Sub, the Company any party or their respective directors, officers and Affiliatesgeneral partners, except that: (a) the Confidentiality Agreementmanagers, officers, employees, stockholders, Representatives, agents or advisors. Section 5.2(d1.2(c), Section 5.7, Section 5.8, Article 8, and this Section 7.5, Section 7.6 and Article VIII 7.2 shall survive the termination hereof; and (b) no such termination of this Agreement. Nothing in this Section 7.2 shall relieve any party from any Liability resulting from a Willful and Material Breach liability for fraud or willful or intentional breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 10.1, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of no effect, without any Liability further force or obligation effect and there shall be no further liability on the part of Parentany party; provided, Merger Subhowever, the Company or their respective directorsthat (i) this Section 10.2, officers Section 6.4, Section 9 and Affiliates, except that: (a) Section 11 and the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII Agreement shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement and shall remain in full force and effect and (ii) neither the Sellers nor FID shall be relieved of any obligation or for fraudLiability arising from any willful breach by such party of any provision of this Agreement prior to the date of such termination and the parties shall, in all events, remain bound by and continue to be subject only, with respect to any such liabilities of the Company, to provisions set forth in this Section 7.6(b), Section 7.6(c) and Section 7.6(d)10.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VIISection 7.1, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of there shall be no effect, without any Liability liability or obligation on the part of Parent, Merger Sub, the Sub or Company or their respective officers, directors, officers and Affiliatesstockholders or affiliates, except to the extent that such termination results from the breach by a party hereto of any of its representations, warranties or covenants set forth in this Agreement; provided that: , the provisions of Section 5.3 (a) the Confidentiality Agreement, Section 5.2(dConfidentiality), Section 5.7, Section 5.87.3 (Expenses and Termination Fees), this Section 7.5, 7.2 and Section 7.6 8.1 (Non-Survival at Effective Time) shall remain in full force and Article VIII shall effect and survive the any termination hereof; and (b) no such termination of this Agreement. Nothing herein shall relieve any party from any Liability resulting from liability in connection with a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any breach by such liabilities party of the Companyrepresentations, warranties or covenants of such party to Section 7.6(b), Section 7.6(c) and Section 7.6(d)this Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIIpursuant to Section 6.1 hereof by Parent or Sub, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of have no effect, without any Liability or obligation and there shall be no liability hereunder on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and AffiliatesCompany, except that: (a) the Confidentiality Agreement, Section 5.2(dthat Sections 3.1(p), Section 5.73.2(l), Section 5.84.4, this Section 7.5, Section 7.6 6.2 and Article VIII VII hereof shall survive the any termination hereof; and (b) no such termination of this Agreement. Nothing in this Section 6.2 shall relieve any party from any Liability resulting from a Willful and Material Breach to this Agreement of liability for breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)representations which were incorrect when made.

Effect of Termination. In the event of termination of If this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof is terminated pursuant to which such termination is madeSection 7.01, and this Agreement shall immediately become void and of no effect, without any Liability or obligation effect with no liability on the part of Parentany party (or any stockholder, Merger Subdirector, officer, employee, agent or advisor of such party) to the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality other party hereto; provided that if such termination shall result from a material breach of this Agreement, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other party as a result of such breach. The provisions of Section 5.2(d1.01(e), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b1.01(f), Section 7.6(c1.01(g), Section 1.01(h), Section 4.02(b) and Article 8 shall survive any termination hereof pursuant to Section 7.6(d)7.01.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VIISection 8.1 above, written notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of there shall be no effect, without any Liability liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: parties hereto; provided that (a) in the Confidentiality Agreement, event that this Agreement is terminated pursuant to Section 5.2(d8.1(e), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 the Selling Shareholder has the right to retain the Xxxxxxx Money and Article VIII shall survive the termination hereofPurchaser waives any rights or claims to recover such Xxxxxxx Money; and (b) no such termination nothing herein shall relieve any party hereto from liability for any Liability resulting from a Willful and Material Breach breach of this Agreement or for fraudthat occurred before such termination and (c) the provisions of this Article VIII, subject only, with respect to any such liabilities of the Company, to Section 7.6(b)Article IX, Section 7.6(c) 5.2 and Section 7.6(d)5.3 shall remain in full force and effect and survive any termination of this Agreement pursuant to the terms of this Article VIII.

Effect of Termination. In the event of the termination --------------------- of this Agreement as provided in this Article VIISection 7.1, written notice thereof shall forthwith be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement (other than Sections 7.2, 7.3, 8.4, 8.6, 8.7, 8.8 and 8.9 hereof) shall immediately forthwith become void null and of void, and there shall be no effect, without any Liability or obligation liability on the part of the Parent, Merger Sub, the Company Purchaser or their respective directors, officers and Affiliatesthe Company, except that: (a) the Confidentiality Agreementas provided in Section 7.3; provided, Section 5.2(d)however, Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) -------- ------- that no such termination shall relieve any party hereto from any Liability resulting from a Willful and Material Breach liability for any breach of this Agreement or for fraud, subject only, with respect prior to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)termination.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.1, this Article VII, notice thereof entire Agreement shall forthwith become void (and there shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company Parties or their Affiliates or their respective directors, officers and Affiliates, except that: Representatives) with the exception of (a) Section 6.3, this Section 8.2, Article I and Article X, each of which shall survive such termination and remain valid and binding obligations of the Parties and (b) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with its terms. Notwithstanding the foregoing, the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, pursuant to Section 7.6(b), Section 7.6(c) 8.1 shall not affect any Liability on the part of any Party for fraud or a willful and Section 7.6(d)material breach of any covenant or agreement set forth in this Agreement or any Ancillary Document prior to such termination or actual fraud.

Effect of Termination. In the event of termination of If this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof is terminated pursuant to which such termination is madeSection 11.01, and this Agreement shall immediately become void and of no effecteffect without liability of any party (or any stockholder, without any Liability director, officer, employee, agent, consultant or obligation on representative of such party) to the part other parties hereto; provided that none of Parent, Merger Sub, Sub or the Company shall be relieved or their respective directors, officers and Affiliates, except that: released from any liabilities or damages arising out of its fraud or willful breach of any of its covenants under this Agreement. The provisions of this Section 11.02 (a) the Confidentiality Agreement, Section 5.2(dEffect of Termination), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 7.02 (last sentence only) (Access to Information) and Article VIII 12 (Miscellaneous) (other than Section 12.13 (Specific Performance)) shall survive the any termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, hereof pursuant to Section 7.6(b), Section 7.6(c) and Section 7.6(d)11.01.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 8.1, and this Agreement shall immediately forthwith become void void, and of there shall be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, the Company or their respective officers, directors, officers and Affiliatesstockholders, except or affiliates; provided, however, that: , (a) the Confidentiality Agreement, provisions of Section 5.2(d6.2(b) (Confidentiality), Section 5.76.14 (Public Announcements), Section 5.88.3 (Fees), Article 9 (General Provisions) and this Section 7.58.2 shall remain in full force and effect and survive any termination of this Agreement, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall not relieve any party from liability for any Liability resulting from a Willful and Material Breach fraud or intentional breach of its representations or warranties or covenants hereunder. A termination of this Agreement or for fraud, subject only, with respect to any such liabilities shall not cause a termination of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Confidentiality Agreement or any other agreement between the parties.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.1, this Article VII, notice thereof entire Agreement shall forthwith become void (and there shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or Parties and their respective directors, officers and Affiliates, except that: Representatives) with the exception of (a) Section 6.3, this Section 8.2, Article 1 and Article 9 (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties and (b) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with its terms. Notwithstanding the foregoing, the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, pursuant to Section 7.6(b), Section 7.6(c) and Section 7.6(d)8.1 shall not affect any Liability on the part of any Party for a willful or material breach of any covenant or agreement set forth in this Agreement prior to such termination or actual fraud.

Effect of Termination. In the event that this Agreement is validly terminated as provided herein, then each of the parties will be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination will be without liability to Parent, Purchaser or Sellers; provided, however, that the provisions of this Agreement as provided Section 4.6 and Section 7.2 and Article XI (other than Section 11.3) hereof and, to the extent necessary to effectuate the foregoing enumerated provisions, Section 1.1 hereof, will survive any such termination and will be enforceable hereunder; provided, further, that nothing in this Article VII, notice thereof shall Section 4.6 will be given deemed to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve release any party from liability for any Liability resulting from a Willful and Material Breach breach of its obligations under this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.1, written notice thereof shall be given to the other party or parties heretoparties, specifying the provision provisions hereof pursuant to which such termination is mademade and describing the basis therefor in reasonable detail, and this Agreement shall immediately become void and be of no further force or effect; provided, without any Liability or obligation on the part of Parenthowever, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: that (a) the Confidentiality Agreement, this Section 5.2(d), Section 5.77.2, Section 5.8, this Section 7.5, Section 7.6 7.3 and Article VIII 8 and the definitions of the defined terms contained in such Sections and the Confidentiality Agreement shall survive the termination hereof; and of this Agreement and shall remain in full force and effect, and (b) no such the termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement shall not relieve any Party from any liability or for frauddamages resulting from or arising out of any fraud or willful or intentional breach of any representation, subject onlywarranty, with respect to any such liabilities of the Companycovenant, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)obligation or other provision contained in this Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.01, written notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become null and void (other than Section 7.02 and of 7.03, and Article VIII), and there shall be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) as liability may exist pursuant to the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall provisions specified in the immediately preceding parenthetical that survive the termination hereofsuch termination; and (b) provided that no such termination shall relieve any party from liability for any Liability resulting from a Willful and Material Breach of this Agreement or for intentional fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).

Effect of Termination. In the event of Any proper and valid termination of this Agreement as provided in this Article VII, pursuant to Section 8.1 will be effective immediately upon the mutual written agreement of Parent and the Company or the delivery of written notice thereof shall be given by the terminating Party to the other party or parties hereto, specifying Parties. Following the provision hereof termination of this Agreement pursuant to which such termination is madeSection 8.1, and this Agreement shall immediately become void and will be of no effectfurther force or effect without liability of any Party (or any direct or indirect equity holder, without any Liability controlling person, partner, member, manager, stockholder, director, officer, employee, Affiliate, agent or obligation on other representative of such Party) to the part of Parentother Parties, Merger Sub, the Company or their respective directors, officers and Affiliatesas applicable, except that: (a) the Confidentiality Agreement, that Section 5.2(d), Section 5.7, Section 5.86.13, this Section 7.58.2, Section 7.6 8.3 and Article VIII shall IX will each survive the termination hereof; of this Agreement, in each case in accordance with their respective terms and (b) no such termination shall , in any case, subject in all respects to this Section 8.2. Notwithstanding the previous sentence, but subject to Section 8.3, Section 9.10 and Section 9.16, nothing in this Agreement will relieve any party Party from any Liability resulting from a liability for fraud or any material Willful and Material Breach of this Agreement or for fraud, subject only, with respect prior to any such liabilities the termination of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)this Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIIpursuant to Section 7.1 hereof by Parent or the Company, written notice thereof shall forthwith be given to the other party or parties hereto, hereto specifying the provision hereof pursuant to which such termination is made, unless such termination is made pursuant to Section 7.1(a) in which case no such notice shall be necessary, and this Agreement shall immediately become void and of have no effect, without any Liability or obligation and there shall be no liability hereunder on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and AffiliatesCompany, except that: (a) the Confidentiality Agreementthat Sections 3.24, Section 5.2(d3.25, 4.5, 5.2(b), Section 5.75.9, Section 5.87.3, and Article IX to the extent applicable and this Section 7.5, Section 7.6 and Article VIII 7.2 shall survive the any termination hereof; and of this Agreement and (b) no such termination nothing in this Section 7.2 shall relieve any party from any Liability resulting from a Willful and Material Breach to this Agreement of liability for breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to Section 7.1, this Agreement shall become null and void and of no further force and effect, and none of the parties hereto (nor their respective Subsidiaries, Affiliates, directors, shareholders, officers, employees, agents, consultants, attorneys in fact or other representatives) nor any Financing Source shall have any liability in respect of such termination, except, with respect to the parties hereto, as provided in this Article VIISection 7.2 and, notice thereof shall be given to for the other party or parties heretoavoidance of doubt, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: Section 7.3; provided that (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination (nor any other provision of this Agreement) shall relieve any party from liability for any Liability resulting from a Willful damages for fraud or for willful breach of any covenant hereunder, and Material Breach (b) the provisions of this Agreement or for fraud, subject only, with respect to any such liabilities Section 7.2 and of the Company, to Section 7.6(b)5.8, Section 7.6(c) 7.1, Section 7.3, Section 9.1, Section 9.2 and Section 7.6(d)9.9 shall survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VIISection 7.1, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of there shall be no effect, without any Liability liability or obligation on the part of Parent, Merger Sub, Exodus or the Company Parties or their respective officers, directors, officers and Affiliatesstockholders or affiliates in respect of any provision of this Agreement that does not survive such termination, except that: (asubject to Section 7.3(b)) to the Confidentiality extent that such termination results from the willful breach by a party hereto of any of its representations, warranties or covenants set forth in this Agreement; provided, however, that the provisions of Section 5.2(d5.4 (Confidentiality), Section 5.7, Section 5.8, 7.3 (Expenses and Termination Fees) and this Section 7.5, Section 7.6 7.2 and of Article VIII IX shall remain in full force and effect and survive the any termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of termination of If this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof is terminated pursuant to which such termination is madeSection 8.01, and this Agreement shall immediately become void and of no effecteffect without liability of any party hereto, without any Liability Representative of such party, any Parent Related Party or obligation on any Company Related Party to each other party hereto; provided, however, that the part of Parentparties shall remain bound by, Merger Suband continue to be subject to, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, this Section 5.2(d8.02, Section 8.03, Article 9 and the indemnification provisions of Section 6.11, each of which shall survive any termination hereof pursuant to Section 8.01; provided, further, that, subject in all respects to Section 8.03(d), Section 5.7, Section 5.8, nothing in this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination 8.02 shall relieve any party the Company from any Liability liability or damages resulting from a Willful and Material Breach any fraud or willful breach of this Agreement or for fraud, subject only, with respect that occurred prior to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)termination.

Effect of Termination. In If this Agreement is validly terminated pursuant to Section 8.1, subject to the event of termination last sentence of this Agreement as provided in this Article VIISection 8.2, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no further force or effect, without any Liability or obligation on provided that, notwithstanding anything herein to the part of Parentcontrary, Merger SubArticle I, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(dSections 5.2(b), Section 5.7, Section 5.85.6 and 5.12, this Section 7.5Article VIII, Section 7.6 Article IX and Article VIII X will survive any such termination. The Confidentiality Agreement shall survive the not be affected by a termination hereof; and (b) no of this Agreement. Nothing in this Section 8.2 shall be deemed to extinguish any right or remedy of any Party that shall have accrued hereunder prior to any such termination shall relieve termination, or release any party Party from any Liability resulting from a Willful Liability, for any Knowing and Material Intentional Breach by such Party of the terms and provisions of this Agreement or for fraud, subject only, with respect prior to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)termination.

Effect of Termination. In the event of termination of this --------------------- Agreement as provided in this Article VIISection 7.1, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of there shall be no effect, without any Liability liability or obligation on the part of Parent, Merger Sub, the Sub or Company or their respective officers, directors, officers and Affiliatesstockholders or affiliates, except that: to the extent that such termination results from the breach by a party hereto of any of its representations, warranties or covenants set forth in this Agreement; provided that (a) the Confidentiality Agreement, provisions of Section 5.2(d5.4 (Confidentiality), Section 5.77.3 (Expenses and Termination Fees), Section 5.8, 8.8 (Governing Law) and this Section 7.5, Section 7.6 7.2 shall remain in full force and Article VIII shall effect and survive the any termination hereof; and of this Agreement and (b) no such termination nothing herein shall relieve any party from any Liability resulting from a Willful and Material Breach of liability for fraud or willful breach in connection with this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)transactions contemplated hereby.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIIpursuant to Section 6.3 by Purchaser or the Company, written notice thereof shall forthwith be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and, except as provided in this sentence and in the last sentence of this Section 6.4, this Agreement shall immediately become void and of have no effect, without any Liability or obligation and there shall be no liability hereunder on the -36- part of Parent, Merger Sub, Purchaser or the Company or their respective directors, officers and AffiliatesCompany, except that: (a) that the Confidentiality Agreement, provisions of Section 5.2(d5.2(b), Section 5.7, Section 5.85.12, this Section 7.5, Section 7.6 6.4 and Article VIII VII shall survive the any termination hereof; and (b) no such termination of this Agreement. Termination of this Agreement shall not relieve any party from any Liability resulting from a Willful and Material Breach to this Agreement of liability for breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIIpursuant to Section 9.01 by Parent or Purchaser, on the one hand, or the Company, on the other hand, written notice thereof shall forthwith be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of have no effect, without any Liability or obligation and there shall be no liability hereunder on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and AffiliatesCompany, except that: (a) the Confidentiality Agreementthat Sections 4.18, Section 5.2(d)5.05, Section 5.7, Section 5.8, 9.05 and Article 10 and this Section 7.5, Section 7.6 and Article VIII 9.02 shall survive the any termination hereof; and (b) no such termination of this Agreement. Nothing in this Section 9.02 shall relieve any party from any Liability resulting from a Willful and Material Breach to this Agreement of liability for willful breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of termination of this Agreement as provided in pursuant to this Article VIIVIII, notice thereof no party to this Agreement shall be given have any liability or further obligation hereunder to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: that (ai) the Confidentiality Agreement, Section 5.2(d6.03 (Public Disclosure), Section 5.76.04 (Access; Information), Section 5.8, this Section 7.58.01 (Termination), Section 7.6 8.02 (Effect of Termination), Section 8.03 (Termination Fee), Section 8.04 (Amendment), Section 8.05 (Extension; Waiver), and Article VIII IX (General Provisions) shall survive the any termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or and (ii) notwithstanding anything to the contrary in this Agreement, termination will not relieve a breaching party from liability for fraud, subject only, with respect to any such liabilities willful and material breach of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)any provision of this Agreement.

Effect of Termination. In the event of termination of this Agreement agreement as provided in this Article article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section section 5.2(d), Section 5.7, Section section 5.8, section 5.9, this Section section 7.5, Section section 7.6 and Article article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from any liability for fraud or a Willful and Material Breach of this Agreement or for fraudagreement, subject onlyonly to section 7.6(d), with respect to any such liabilities Liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).

Effect of Termination. In the event of termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 8.1, and this Agreement shall immediately terminate and become void and of no effecteffect (except that the Confidentiality Agreements and the provisions of this Section 8.2, without Section 8.3 and Article IX, and the agreements of the Company, Parent and the Merger Subs contained in the last sentence of Section 1.1(c)(iv), shall survive any termination), and there shall be no other Liability or obligation on the part of Parentthe Company, on the one hand, or Parent or the Merger SubSubs, on the Company other hand, to the other except (i) as provided in Section 8.3 or their respective directors, officers and Affiliates, except that: (aii) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability arising out of or resulting from a fraud or any Willful and Material Breach of any provision of this Agreement occurring prior to termination (in which case the aggrieved Party shall be entitled to all rights and remedies available at law or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(din equity).

Effect of Termination. In the event of termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other by a party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 8.1, and this Agreement shall immediately thereupon terminate and become void and of have no effect, without any Liability and there shall be no liability or obligation on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and AffiliatesCompany, except that: that (ai) the Confidentiality Agreementprovisions of Sections 4.18, Section 5.2(d6.5(d), Section 5.76.8(c), Section 5.86.11(c), 8.1, 8.2, Article IX and this Section 7.5, Section 7.6 and Article VIII 8.3 shall survive the termination hereof; and of this Agreement and the parties shall remain liable for any payments thereunder and obligated to comply with any agreements or covenants thereunder, (bii) no such termination shall not relieve any party from of any Liability resulting from a Willful and Material Breach liability for any willful breach of this Agreement or for fraudand (iii) upon such termination, subject only, the parties shall comply with respect to any such liabilities all the provisions of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Confidentiality Agreement.

Effect of Termination. In (a) If this Agreement is terminated in accordance with Section 6.1, then this Agreement shall become null and void and have no further effect, without any liability of any Party to any other Party, except that the event obligations of the Parties pursuant to Section 6.3 and Article VII and under any provision of this Agreement that expressly provides for certain actions to occur simultaneously with or following the termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereofof this Agreement indefinitely; andprovided, that no such termination shall release or relieve any Party hereto from liability for any willful material breach of any material provision of this Agreement occurring prior to such termination. (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of If this Agreement or for fraudis terminated in accordance with Section 6.1, subject onlythen the Initial Other Agreements shall continue in full force and effect until terminated in accordance with their respective terms, with respect without any amendment to any such liabilities the rights and obligations of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)parties thereto.

Effect of Termination. In the event of termination of this Agreement by either Bidhit or EZBid as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeArticle, and notwithstanding that EZBid may have taken certain actions in contemplation of the Closing, this Agreement shall immediately forthwith become void and of have no effect, without any Liability and there shall be no liability or obligation on the part of Parent, Merger Sub, the Company Bidhit, other than as set forth in Section 5.5, EZBid, or their respective officers, directors, officers and Affiliatesor shareholders, except that: that (ai) the Confidentiality Agreementprovisions of Sections 5.3, Section 5.2(d)9.2, Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII 9.12 shall survive the any such termination hereof; and and abandonment, and (bii) no such termination party shall relieve any party be released or relieved from any Liability resulting liability arising from a Willful and Material Breach the willful breach by such party of any of its representations, warranties, covenants, or agreements as set forth in this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. (a) In the event of termination of this Agreement pursuant to this Article IX, the Merger shall be deemed abandoned and this Agreement shall forthwith become void, without liability on the part of any party hereto, except as provided in this Article VIISection 9.02, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 7.01 and Section 7.12, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination that nothing herein shall relieve any party from liability for any Liability resulting from a Willful and Material Breach breach of this Agreement. (b) If (x) Parent shall have terminated this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, pursuant to Section 7.6(b9.01(d)(iii), (y) the Company shall have terminated this Agreement pursuant to Section 7.6(c9.01(e)(iii) and Section 7.6(d).or (z) either (1) Parent or the Company shall have terminated

Effect of Termination. In the event of termination of If this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof is terminated pursuant to which such termination is madeSection 6.1, and this Agreement shall immediately become void and of no effect, effect without liability of any Liability party (or obligation on the part any of Parent, Merger Sub, the Company or their respective its directors, officers and officers, employees, stockholders, Affiliates, except agents, representatives or advisors) to the other party hereto, provided, however, that: , (ai) the Confidentiality Agreementprovisions of this Section 6.3, Section 5.2(d7.1 (to the extent that this Section 6.3 and Article 8 contain terms defined in Section 7.1), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 7.2 and Article VIII 8 shall survive the termination hereof; and of this Agreement and shall remain and full force and effect and (bii) no such termination of this Agreement and nothing contained herein shall relieve any party from liability or damages for any Liability resulting from a Willful and Material Breach willful or intentional breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, subject only, with respect prior to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)termination.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VIIby either Party pursuant to Section 11.1, written notice thereof shall will forthwith be given to the other party or parties heretoParty and the Transactions will be terminated, specifying without further action by either Party. If the provision hereof pursuant to which such termination is madeTransactions are terminated as provided herein, and this Agreement shall immediately become null and void and have no further force and effect and all obligations of the Parties under this Agreement shall terminate and there shall be no effectliability of any Party to any other Party, without except that nothing herein will relieve or release any Liability or obligation on Party from liability arising from any breach by such Party of this Agreement prior to any such termination. Notwithstanding the part of Parent, Merger Subforegoing, the Company or their respective directors, officers following Sections of this Agreement shall remain in full force and Affiliates, except that: (a) the Confidentiality effect following termination of this Agreement: Section 6.1, Section 5.2(d)6.2, Section 5.7, Section 5.86.8, this Section 7.511.2, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)12.

Effect of Termination. In the event of the termination of this Agreement as provided in Section 11.01, all further obligations of the parties under this Agreement (other than those contained in Section 6.05 and Article VIIXII and this Section 11.03, notice thereof which shall continue in effect) shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, terminated and this Agreement shall immediately become void and be of no further force and effect; provided, without any Liability or obligation on the part of Parenthowever, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination that nothing shall relieve any party from Liability for any Liability resulting from a Willful and Material Breach breach by such party occurring prior to the termination of this Agreement of either (a) the covenants or for fraudagreements of such party set forth in this Agreement, subject only, with respect or (b) the representations and warranties of such party set forth in this Agreement which give rise to any such liabilities of the Company, termination hereof pursuant to Section 7.6(b)11.01(b)(i) or Section 11.01(c)(i) which shall, Section 7.6(c) and Section 7.6(d)under these circumstances, survive the termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VIISection 8.1, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of there shall be no effect, without any Liability liability or obligation on the part of ParentPublic Company, Merger SubPrivate Company, the Company or their respective directorsRepresentatives, officers and stockholders or Affiliates; provided that, except that: subject to Section 8.3(f), (a) any such termination shall not relieve any party hereto from liability for any material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, or failure to act, undertaken by the Confidentiality Agreementbreaching party with the knowledge that the taking of such act, or failure to act, would result in such breach and (b) the provisions of Section 5.2(d6.5(a) (Confidentiality), this Section 8.2 (Effect of Termination), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 8.3 (Fees and Expenses) and Article VIII shall survive the termination hereof; and IX (bMiscellaneous) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to and the Confidentiality Agreement shall remain in full force and effect and survive any such liabilities termination of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)this Agreement.

Effect of Termination. In the event of termination of If this Agreement as provided is terminated in this Article VIIaccordance with Section 9.1, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effectfurther force and effect and none of the parties hereto shall have any liability in respect of a termination of this Agreement; provided, without however, that no party hereto shall be relieved from liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs) for Fraud or any Liability willful and intentional breach of any of its covenants or obligation on agreements contained in this Agreement prior to termination; and provided, further, that the part provisions of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: Section 6.3(c) (a) the Confidentiality Agreement, Section 5.2(dConfidentiality), Section 5.79.2 (Effect of Termination), Section 5.8, this Section 7.5, Section 7.6 Article 10 and Article VIII the Confidentiality Agreement shall each survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 8.1, written notice thereof shall forthwith be given to the other party or parties hereto, specifying the provision hereof of this Agreement pursuant to which such termination is made, and this Agreement (other than Section 6.9(b) (regarding Company expenses), this Section 8.2, Section 8.3 (if applicable) and Article IX, which shall immediately survive any termination of this Agreement) shall forthwith become void null and of void, and there shall be no effect, without any Liability or obligation on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and Affiliatesunder this Agreement, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, as provided in this Section 7.58.2; provided, Section 7.6 and Article VIII however, that none of the parties shall survive the termination hereof; and (b) no such termination shall relieve any party be relieved from any Liability resulting from a Willful and Material Breach of this Agreement for fraud or for fraud, subject only, with respect to any such liabilities willful breach of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)any of its covenants contained in this Agreement.

Effect of Termination. In the event of termination of (a) If this Agreement as provided in is terminated pursuant to this Article VIIX, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effectfurther force or effect without liability of any party (or any shareholder, without director, officer, employee, Affiliate, agent, consultant or representative of such party) to the other parties hereto; provided that, if such termination shall result from the willful breach by a party or its Affiliate of its covenants and agreements hereunder or fraud in connection with the transactions contemplated by this Agreement, such party shall not be relieved of liability to the other parties for any Liability such willful breach or obligation on fraud. The provisions of Section 6.9, this Section 10.3, Article XI, and Article I (to the part of Parent, Merger Sub, extent related to the Company or their respective directors, officers foregoing) and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the any termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of hereof pursuant to this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).Article X.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.01, written notice thereof shall forthwith be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, made and this Agreement shall immediately become void and be of no further force or effect; provided, without any Liability or obligation on the part of Parenthowever, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: : (a) this Section 7.02, Section 7.03, and Section 8.06, and the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 Agreement and Article VIII the Confidentiality and Exclusivity Agreement shall survive the termination hereofof this Agreement and shall remain in full force and effect; and and (b) no such except as provided in Section 7.03, the termination of this Agreement shall not relieve any party from any Liability resulting from a Willful liability or damage that was the result of fraud or the willful and Material Breach material breach of any representation, warranty or covenant contained in this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination or abandonment of the Transactions by any party hereto pursuant to the terms of this Agreement as provided in this Article VIIAgreement, written notice thereof shall forthwith be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination or abandonment of the Transactions is made, and this Agreement there shall immediately become void and of be no effect, without any Liability liability or obligation thereafter on the part of ParentPurchaser, Merger SubSellers, the Company or their respective directors, officers and Affiliates, its Subsidiaries except that: (a) for fraud or for breach of the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, covenants in this Section 7.5, Section 7.6 Agreement prior to such termination or abandonment of the Transactions and Article VIII shall survive the termination hereof; and (b) no such the provisions of Section 10.1, Section 5.8(c) and Section 7.2 which shall remain in full force and effect for a period of five (5) years following termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect pursuant to any such liabilities the provisions of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)this Article VII.

Effect of Termination. In Following the event of termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 7.01, and this Agreement shall immediately forthwith become void and of no further force and effect, without any Liability or obligation there shall be no liability under this Agreement on the part of Parent, Merger Sub, the Company any party hereto or any of their respective officers, directors, officers managers or agents, and Affiliatesall rights and obligations of each party hereto shall cease; provided, except that: however, that (a) the Confidentiality Agreement, Section 5.2(d4.02(b), Section 5.74.05, Section 5.84.10(d), this Section 7.57.02, Section 7.6 and Article VIII (other than Section 8.09) shall remain in full force and effect and survive the any termination hereof; and of this Agreement and (b) no such termination nothing herein shall relieve any party from liability for any Liability resulting from a Willful and Material Breach damages for willful breach of this Agreement or for fraud, subject only, with respect prior to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)termination.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.01, written notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become null and void (other than Sections 7.02 and 7.03, Article VIII and the Confidentiality Agreement, all of which shall survive termination of this Agreement in accordance with their terms), and there shall be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreementexcept, subject to Section 5.2(d)7.03, Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability liability for damages to another party resulting from a Willful knowing and Material Breach intentional breach of this Agreement (for the avoidance of doubt, it being understood that the failure of a party to consummate the Closing when required under this Agreement shall constitute a knowing and intentional breach) or for from fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).

Effect of Termination. In Upon the event of termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 7.1, and this Agreement shall immediately forthwith become void and of no effect, effect without any Liability or obligation on liability of any party to another party except for the part provisions of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof7.2; and (b) no Section 7.3 (Fees and Expenses); (c) Section 7.4 (Amendment); (d) Section 7.5 (Waiver) and (e) Article 8 (General Provisions), which shall survive such termination termination; provided that nothing herein shall relieve any party from liability for any Liability resulting from a Willful and Material Breach fraud or intentional breach of this Agreement. The Confidentiality Agreement shall not be affected by the termination of this Agreement or for fraud, subject only, and shall continue in full force and effect in accordance with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)its terms.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VIISection 8.1, written notice thereof shall forthwith be given to the other party Party or parties hereto, Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of there shall be no effect, without any Liability liability or obligation on the part of Parent, the Company, Merger SubSubsidiary, the Company Acquisition Subsidiary or their respective officers, directors, officers and stockholders or Affiliates; provided, except that: that (ai) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no any such termination shall not relieve any party Party from liability for any Liability resulting from a Willful and Material Breach willful breach of this Agreement or for fraud, subject only, with respect to any such liabilities and (ii) the provisions of the Company, to this Section 7.6(b)8.2, Section 7.6(c) 8.3 and Section 7.6(d)Article IX and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement as provided in pursuant to this Article VIIIX, notice thereof no party to this Agreement shall be given have any liability or further obligation hereunder to the other party or parties hereto, specifying except that (i) the provision hereof pursuant last sentence of Section 7.2(a) (Access to which such termination is madeInformation), and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: Section 7.4 (a) the Confidentiality Agreement, Section 5.2(dPublic Disclosure), Section 5.79.2 (Effect of Termination), Section 5.8, this Section 7.511.1 (Expenses), Section 7.6 11.2 (Notices), Section 11.6 (Governing Law) and Article VIII Section 11.7 (Dispute Resolution) shall survive the any termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or and (ii) notwithstanding anything to the contrary in this Agreement, termination will not relieve a breaching party from liability for fraud, subject only, with respect to any such liabilities willful and material breach of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)any provision of this Agreement.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VIIby a Party pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given by the terminating Party to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeParty, and this Agreement shall immediately thereupon terminate and become void and of have no effect, without any Liability liability or obligation on the part of Parent, Merger Sub, the Company any Party or their respective directors, officers and officers, employees, owners, agents or Affiliates, and the Transactions shall be abandoned without further action by the Parties, except that: (a) that the Confidentiality Agreement, provisions of Section 5.2(d), Section 5.7, Section 5.85.4, this Section 7.57.2, Section 7.6 and Article VIII IX hereof shall survive the termination hereofof this Agreement; and (b) no provided, however, that if such termination shall relieve result from Buyer’s failure to pay any party from any Liability resulting from a Willful and Material Breach portion of the Purchase Price in accordance with the terms of this Agreement Agreement, then Buyer shall be fully liable for any and all Losses of Seller as a result of such breach, failure or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)termination.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and that this Agreement shall immediately become void be terminated pursuant to Section 11.1, all further obligations of the parties hereto under this Agree- ment or otherwise (other than pursuant to Sections 12.2 and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers 12.5 and Affiliates, except that: (a) the Confidentiality Agreement, which shall continue in full force and effect in accordance with their terms) shall terminate without further liability or obligation of the Sellers or the Companies, on the one hand and the Purchaser on the other hand; provided, however, that no party shall be released from liability hereunder if this Agreement is terminated pursuant to Section 5.2(d11.1(b), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b11.1(c) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c11.1(d) and Section 7.6(d)the transactions abandoned by reason of (i) willful failure of such party to have performed its obligations hereunder or (ii) any knowing material misrepresentation made by such party of any matter set forth in Article III, IV or V, as applicable.

Effect of Termination. In the event of termination of this Agreement by either Parent or the Company as provided in this Article VIISection 8.01, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become null and void (other than Section 3.06, Section 4.18, Section 6.06, the expense reimbursement and indemnification provisions of Section 6.15(c), this Section 8.02, Article IX, and the Confidentiality Agreement, all of which shall survive termination of this Agreement) and there shall be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, subject to Section 5.2(d6.06(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability liability for damages to another party resulting from fraud or any willful and material breach by a Willful and Material Breach party of any representation, warranty, covenant or agreement set forth in this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event that this Agreement is validly terminated pursuant to Section 7.1, this Agreement shall become null and void, and there shall be no liability on the part of any Party (or any officers, directors, employees, stockholders, or Representatives of such Party), except that this Section 7.2, Section 5.9, Section 7.3 and Article VIII (and any related definitions contained in any such Sections or Article) shall survive any termination of this Agreement as provided in this Article VIIand remain valid and binding obligations of each of the Parties. Notwithstanding the immediately preceding sentence, notice thereof shall be given and except to the other party or parties heretoextent described in Section 7.3, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, pursuant to Section 7.6(b), 7.1 shall not release any Party from any liability (x) pursuant to the sections specified in this Section 7.6(c7.2 that survive such termination or (y) and Section 7.6(d)for any Willful Breach by a Party of any provision of this Agreement that occurred prior to such termination or any claims of Fraud.

Effect of Termination. In the event of termination of ---------------------- this Agreement by either the Company or Parent as provided in this Article VIISection 8.01, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of have no effect, without any Liability liability or obligation on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and AffiliatesCompany, except that: that (ai) the Confidentiality Agreement, last sentence of Section 5.2(d1.02(c), Section 5.73.14, Section 5.84.06, the last sentence of Section 6.02, Section 6.07, this Section 7.5, Section 7.6 8.02 and Article VIII IX shall survive such termination and (ii) to the extent that such termination hereof; and (b) no results from the breach by a party of any representation, warranty or covenant set forth in this Agreement, such termination shall not relieve any the breaching party from any Liability resulting liability to the other parties for such breach. Any damages obtained by Parent or Sub from the Company as a Willful and Material Breach result of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, breach shall be subject to a credit for any fee or expense reimbursement actually paid pursuant to Section 7.6(b), Section 7.6(c6.07(b) and Section 7.6(dor (c).

Effect of Termination. In (a) If this Agreement is validly terminated pursuant to Section 9.1, subject to the event of termination last sentence of this Agreement as provided in this Article VIISection 9.2, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no further force or effect, without any Liability or obligation on provided that, notwithstanding anything herein to the part of Parentcontrary, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality AgreementArticle I, Section 5.2(d6.2(b), Section 5.76.7, Section 5.86.9(f), the second to last sentence of Section 6.10, this Section 7.5, Section 7.6 Article IX and Article VIII shall XI will survive the termination hereof; and (b) no any such termination along with any obligation or covenant that otherwise expressly survives termination. The Confidentiality Agreement shall relieve not be affected by a termination of this Agreement. Nothing in this Section 9.2, however, shall be deemed to extinguish any party right or remedy of any Party that shall have accrued hereunder prior to any such termination, or release any Party from any Liability resulting from a liability for any Willful and Material Breach by such Party of the terms and provisions of this Agreement or for fraud, subject only, with respect prior to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).termination

Effect of Termination. In the event of termination of this Agreement by either party as provided in this Article VIISection 7.1, notice thereof shall be given to the other party or parties heretonone of UBSH, specifying the provision hereof pursuant to which such termination is madeXBKS, and this Agreement shall immediately become void and any of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, Subsidiaries or any of the officers and Affiliatesor directors of any of them shall have any liability hereunder or in connection with the transactions contemplated hereby, except that: that (ai) the Confidentiality Agreement, Section 5.2(d5.2(c) (Confidentiality), Section 5.75.7 (Public Announcements), Section 5.8, this Section 7.57.1 (Termination), Section 7.6 7.2 (Effect of Termination), Section 7.4 (Termination Fee) and Article VIII 8 (General Provisions) shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary in this Agreement, termination hereof; and (b) no such termination shall will not relieve any a breaching party from any Liability resulting from a Willful liabilities or damages arising out of its willful and Material Breach material breach of any provision of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of termination of (a) To terminate this Agreement as provided in this Article VIISection 7.01 (except in the case of termination pursuant to Section 7.01(a)), the terminating party shall have given written notice thereof shall be given to the other party or parties hereto, Party specifying the provision hereof subsection of Section 7.01 pursuant to which such termination is made, and this Agreement shall immediately forthwith become null and void and there will be no liability of no effect, without any Liability Party (or obligation on the part any stockholder or Representative of Parent, Merger Sub, the Company or their respective directors, officers and Affiliatessuch Party) to each other Party hereto, except that: (a) with respect to the Confidentiality Agreement, this Section 5.2(d)7.02, Section 5.7, Section 5.8, this Section 7.5, Section 7.6 9.04 and Article VIII shall survive the termination hereofX; and (b) provided, that no such termination shall relieve any party Party from liability for any Liability damages resulting from fraud or a Willful and Material Breach willful breach of its representations, warranties or covenants set forth in this Agreement prior to such termination and any aggrieved Party will be entitled to all rights and remedies under applicable Law or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)in equity.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to this Article VII, notice thereof it shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no further force and effect, without any Liability or obligation with no liability on the part of Parentany party to this Agreement (or any shareholder, Merger Subdirector, officer, employee, agent or Representative of such party) except as contemplated by the Company or their respective directors, officers next sentence and Affiliates, except that: that no such termination shall relieve any party of liability for (a) the Confidentiality AgreementWillful and Material Breach by any party to perform its obligations, (b) the Willful and Material Breach by any party of its representations or warranties contained in this Agreement or (c) fraud. The provisions of Section 5.2(d5.11(b), Section 5.7, Section 5.85.17, this Section 7.5, Section 7.6 and Article VIII shall survive the any termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.1, written notice thereof shall be given to the other party or parties heretoparties, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become null and void (other than Sections 5.8, 5.9, 7.2, 7.3, 7.4 (solely in the event of a termination of this Agreement by Parent pursuant to Section 7.1(b)(i) or a termination of this Agreement by the Company pursuant to Section 7.1(b)(i), 7.1(c)(i) or 7.1(c)(iii)), Article VIII, the first sentence of Section 3.18 and the penultimate sentence of Section 5.5, all of which shall survive termination of this Agreement), and there shall be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, Parent or the Company or their respective directors, officers and Affiliates, except that: (ai) the Confidentiality AgreementCompany may have liability as provided in Section 7.3, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (bii) no such termination nothing shall relieve any party from liability for fraud or any Liability resulting from a Willful and Material Breach willful breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of termination of If this Agreement as provided in this Article VII, notice thereof shall be given is terminated by either Prize or Parent pursuant to the other party or parties heretoprovisions of Section 7.1, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void except for, and of there shall be no effect, without any Liability or further obligation on the part of Parentany Party or its respective Affiliates, Merger Sub, the Company or their respective directors, officers or stockholders except pursuant to, the provisions of Sections 5.3(c) (but only to the extent of the confidentiality and Affiliatesindemnification provisions contained therein), except that: (a) 5.7(c), 5.7(d), 5.13 and 7.3, Article 8 and the Confidentiality AgreementAgreement (which shall continue pursuant to their terms); provided, Section 5.2(d)however, Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the that a termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement shall not relieve any Party from any liability for damages incurred as a result of a breach by such Party of its representations, warranties, covenants, agreements or for fraud, subject only, with respect other obligations hereunder occurring prior to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)termination.

Effect of Termination. In the event of termination of this Agreement by either party as provided in this Article VIISection 7.1, notice thereof shall be given to the other party or parties heretonone of SONA, specifying the provision hereof pursuant to which such termination is madeEVBS, and this Agreement shall immediately become void and any of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, Subsidiaries or any of the officers and Affiliatesor directors of any of them shall have any liability hereunder or in connection with the transactions contemplated hereby, except that: that (ai) the Confidentiality Agreement, Section 5.2(d5.2(c) (Confidentiality), Section 5.75.7 (Public Announcements), Section 5.8, this Section 7.57.1 (Termination), Section 7.6 7.2 (Effect of Termination), Section 7.4 (Termination Fee) and Article VIII 8 (General Provisions) shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary in this Agreement, termination hereof; and (b) no such termination shall will not relieve any a breaching party from any Liability resulting from a Willful liabilities or damages arising out of its willful and Material Breach material breach of any provision of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VII, notice thereof shall be given pursuant to the other party or parties heretoprovisions of Section 8.1, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of have no effect, without any Liability to any Person in respect hereof or obligation of the transactions contemplated hereby on the part of Parentany party hereto, Merger Sub, the Company or their respective any of its directors, officers officers, employees, agents, legal and financial advisors, representatives, shareholders or Affiliates; provided, except that: (a) however, that the Confidentiality Agreementagreements contained in Sections 5.3, Section 5.2(d)5.5, Section 5.7, Section 5.8, 9.1 and this Section 7.5, Section 7.6 and Article VIII 8.2 shall survive the termination hereofof this Agreement; and (b) and provided, further, that except as otherwise provided herein, no such termination shall relieve any party hereto of any Liability or damages resulting from any Liability resulting from a Willful and Material Breach willful or intentional breach of this Agreement or for fraud, subject only, with respect prior to any the time of such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)termination.

Effect of Termination. In the event of termination of this Agreement by either party as provided in this Article VIISection 7.1, notice thereof shall be given to the other party or parties heretonone of Union, specifying the provision hereof pursuant to which such termination is madeStellarOne, and this Agreement shall immediately become void and any of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, Subsidiaries or any of the officers and Affiliatesor directors of any of them shall have any liability hereunder or in connection with the transactions contemplated hereby, except that: that (ai) the Confidentiality Agreement, Section 5.2(d5.2(c) (Confidentiality), Section 5.75.7 (Public Announcements), Section 5.8, this Section 7.57.1 (Termination), Section 7.6 7.2 (Effect of Termination), Section 7.4 (Termination Fee) and Article VIII 8 (General Provisions) shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary in this Agreement, termination hereof; and (b) no such termination shall will not relieve any a breaching party from any Liability resulting from a Willful liabilities or damages arising out of its willful and Material Breach material breach of any provision of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination of this --------------------- Agreement as provided in this Article VIIpursuant to Section 10.1 by the Company or by Parent, written notice thereof shall forthwith be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become null and void and of have no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, effect except that: that (ai) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, agreements contained in this Section 7.510.2, Article XII, Article XIII and the last sentences each of Section 7.6 1.1(a) and Article VIII 1.2(a) shall survive the termination hereof; and hereof and remain in full force and effect and (bii) no such termination subject to the provisions of Sections 7.8 and 10.5, nothing herein shall relieve any party from for liability for any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)breach hereof.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 7.1, this Article VII, notice thereof entire Agreement shall forthwith become void (and there shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or Parties and their respective directorsRepresentatives) with the exception of Section 5.3(a), officers this Section 7.2, Article 8 and AffiliatesArticle 1 (to the extent related to the foregoing), except that: each of which shall survive such termination and remain valid and binding obligations of the Parties and (ab) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with its terms. Notwithstanding the foregoing or anything to the contrary herein, the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, pursuant to Section 7.6(b), Section 7.6(c) and Section 7.6(d)7.1 shall not affect any Liability on the part of any Party for any Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.01, written notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become null and void (other than Sections 7.02 and 7.03, Article VIII and the Confidentiality Agreement, all of which shall survive termination of this Agreement), and there shall be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, subject to Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b7.03(b) no such termination shall relieve any party from any Liability liability for damages to another party resulting from a Willful knowing and Material Breach intentional breach of this Agreement or for from fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).. SECTION

Effect of Termination. In Except as provided in this Section 8.2 and Section 8.3, in the event of the termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 8.1, this Agreement (other than this Section 8.2 and Sections 6.4(b), 8.2, and this Agreement 8.3, each of which shall immediately survive such termination) will forthwith become void void, and of there will be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, Sub or the Company or any of their respective directors, officers or directors to the other and Affiliatesall rights and obligations of any Party will cease, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall that nothing herein will relieve any party Party from liability for any Liability resulting from a Willful and Material Breach breach, prior to termination of this Agreement in accordance with its terms, of any representation, warranty, covenant or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)agreement contained in this Agreement.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VIIby any Seller or by Purchaser prior to a Closing pursuant to the provisions of Section 8.01, notice thereof there shall be given to the other party no liability or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or further obligation on the part of Parent, Merger Sub, the Company Purchaser or Sellers or their respective directorsofficers, officers managers or directors (except as set forth in this Section 8.02 and Affiliates, except that: Sections 6.01(b) (a) the Confidentiality Agreement, Section 5.2(dAccess of Purchaser), Section 5.76.02(d), Section 5.86.04 (Public Announcements), this Section 7.56.05 (Expenses and Fees), Section 7.6 9.03 (Waiver of Other Representations) and Article VIII X (Miscellaneous), all of which shall survive the termination hereof; and (b) no such termination ), provided that nothing in this Section 8.02 shall relieve any party Party from liability for any Liability resulting from a Willful and Material Breach breach of this Agreement or for fraud, subject only, with respect by such Party prior to any such liabilities termination of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)this Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.1, written notice thereof shall be given to the other party or parties heretoparties, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become null and void (other than Sections 5.10, 7.2 and 7.3, Article VIII, and the Confidentiality Agreement in accordance with their respective terms, all of which shall survive termination of this Agreement), and there shall be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and AffiliatesCompany, except that: (a) the Confidentiality AgreementCompany may have liability as provided in Section 7.3, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination subject to Section 7.3(a)(i), and Section 7.3(a)(iii), nothing shall relieve any party from liability for any Liability resulting from a Willful willful and Material Breach material breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. (a) In the event of the valid termination of this Agreement as provided in this Article VIISection 9.1, written notice thereof shall forthwith be given to the other party Party or parties hereto, Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become null and void and of there shall be no effect, without any Liability or obligation liability on the part of Parent, Parent or Merger Sub, Sub or the Company or their respective directors, officers and AffiliatesCompany, except that: (a) that the Confidentiality Agreement, Section 5.2(d4.27, Section 5.17, Parent’s indemnification, reimbursement and confidentiality obligations under Sections 7.13(c), Section 5.7, Section 5.87.13(e) and 7.13(f), this Section 7.59.2 and Section 10.3 through Section 10.13, Section 7.6 and Article VIII any defined terms used therein, shall survive the termination hereofsuch termination; and (bprovided that, subject to Section 9.2(e), nothing in this Section 9.2(a) no such termination shall relieve any party Party from liability for Fraud or any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect prior to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)termination.

Effect of Termination. In the event of termination of (1) If this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof is terminated pursuant to which such termination is madeSection 7.1, and this Agreement shall immediately become void and of no effectfurther force or effect without liability of any Party (or any Representative of such Party) to any other Party to this Agreement; provided, without however, (1) Section 4.5(3), Section 4.6, Section 4.12, this Section 7.2, Section 7.3, Article 8 and the Confidentiality Agreement shall survive any Liability or obligation on termination of this Agreement; and (2) subject to Section 7.3(7), no Party shall be relieved of any liability for any Willful Breach prior to such termination. (2) Notwithstanding anything to the part of Parent, Merger Subcontrary in this Agreement, the Company agrees that, to the extent it has incurred losses or their respective directors, officers and Affiliates, except that: (a) the Confidentiality damages in connection with this Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities maximum liability of the Company, Equity Financing Source shall be limited to Section 7.6(b), Section 7.6(c) and Section 7.6(d)the express obligations under the Equity Commitment Letter.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.1, written notice thereof shall be given to the other party or parties heretoparties, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become null and void (other than Sections 5.9, 7.2 and 7.3, Article VIII and the last sentence of Section 5.6, all of which shall survive termination of this Agreement), and there shall be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and Affiliates; provided, except however, that: , subject to Section 7.3 (a) including the Confidentiality Agreement, Section 5.2(dlimitations on liability contained therein), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII no party shall survive the termination hereof; and (b) no such termination shall relieve any party be relieved or released from any Liability resulting from a Willful liabilities or damages arising out of (i) any willful and Material Breach material breach of its obligations, under this Agreement or for (ii) fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).

Effect of Termination. In the event of termination of this Agreement by either Party as provided in this Article VIISection 9.1, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of have no effecteffect (other than Section 1.1, without Section 6.3(b), Section 6.6, Section 8.5(c), Section 8.5(d), this Section 9.2, Section 9.3, Section 9.4 and Article X, which provisions shall survive such termination and remain in full force and effect (subject to any Liability time limitations referred to therein)), and there shall be no liability or obligation on the part of Parent, Merger Sub, the Company Peabody or Arch or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) that no such termination shall relieve any party Party from any Liability resulting from a Willful and Material Breach of this Agreement or liability for damages to the other Party for fraud, subject onlyintentional misrepresentation or a knowing and intentional breach of any representation, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)covenant or agreement set forth in this Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.1, written notice thereof shall must be given to the other party or parties heretoparties, specifying the provision hereof of this Agreement pursuant to which such termination is made, and this Agreement shall immediately will forthwith become null and void (other than the provisions in Sections 5.10 , 7.2 and 7.3 , in the first sentence of Sections 3.19 and 4.15 , in the last sentence of Section 5.6(a) , and the provisions in Article VIII , all of which will survive termination of this Agreement), and there will be no effect, without any Liability or obligation liability on the part of Parent, Merger Sub, any Parent Entity or the Company Partnership or their respective directors, officers and Affiliates, except that: (a) as liability may exist pursuant to the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 Sections specified in the immediately preceding parenthetical that survive such termination and Article VIII shall survive the termination hereof; and (b) no such termination nothing shall relieve any party from liability for fraud or any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall become void and have no effect, and none of Community, Merchants, any of their respective Subsidiaries, or any of the officers or directors of any of them, shall have any Liability of any nature whatsoever hereunder or in conjunction with the transactions contemplated hereby, except that (i) the provisions of Section 4.10(b), Article 6 and Article 7 shall survive any such termination and abandonment, and (ii) except as set forth in Section 6.2(e), a termination of this Agreement as provided shall not relieve the breaching Party from Liability for an uncured Willful Breach of a representation, warranty, covenant or agreement of such Party contained in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d).

Effect of Termination. In the event of termination of this Agreement as provided in this Article VIISection 6.1, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of there shall be no effect, without any Liability liability or obligation on the part of Parent, Merger SubSub or the Company, the Company or their respective directorsofficers, officers directors or stockholders, if applicable; provided, however, that each party hereto and Affiliates, except that: (a) the Confidentiality each Person shall remain liable for any willful and intentional breaches of this Agreement, Related Agreements or in any certificate or other instruments delivered pursuant to this Agreement prior to its termination; and provided further, however, that, the provisions of this Section 5.2(d6.2, Sections 9.6 (Confidentiality), Section 5.79.7 (Public Disclosure), Section 5.89.8 (Third Party Expenses), this Section 7.5, Section 7.6 and Article VIII ARTICLE IX (General Provisions) shall remain in full force and effect and survive the any termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect pursuant to any such liabilities the terms of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)this ARTICLE VI.

Effect of Termination. In the event of termination of that this Agreement as provided is validly terminated in this Article VIIaccordance with Section 10.1, notice thereof then each of the parties shall be given to relieved of their duties and obligations arising under this Agreement after the other party or parties hereto, specifying the provision hereof pursuant to which date of such termination is made, and this Agreement such termination shall immediately become void and of no effect, be without any Liability or obligation on the part of Parentliability to Acquiror, Merger Sub, the Company Blocker Company, each of the Blocker Seller or their respective directorsthe Company; provided, officers and Affiliateshowever, except that: that (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (bi) no such termination shall relieve any party hereto from liability for any Liability resulting from a Willful and Material Breach Fraud or, subject to Section 11.2, for breach of this Agreement occurring prior to such termination or for fraudunder this Section 10.3, subject only, with respect to any such liabilities and (ii) the provisions of the Company, to this Section 7.6(b)10.3, Section 7.6(c5.8 (Holder Confidentiality) and Section 7.6(d7.1 (Confidentiality), and ARTICLE XII (Miscellaneous) shall remain in full force and effect and survive any termination of this Agreement in accordance with its terms.

Effect of Termination. In the event of termination of that this Agreement as provided is validly terminated in accordance with Section 6.01, then each of the parties hereto against whom this Article VII, notice thereof Agreement has been so validly terminated shall be given to relieved of its duties and obligations arising under this Agreement after the other party or parties hereto, specifying the provision hereof pursuant to which date of such termination is made, and this Agreement such termination shall immediately become void be without liability to any of the parties and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective its directors, officers officers, employees, agents and Affiliatesother representatives; provided, except however, that: , (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (bi) no such termination shall relieve any party from liability for any Liability resulting from a Willful and Material Breach willful breach by that party of this Agreement or for fraud, subject only, with respect to any such liabilities and (ii) the provisions of the Company, to this Section 7.6(b), Section 7.6(c6.02 (Effect of Termination) and Section 7.6(d)ARTICLE VII (Miscellaneous) shall remain in full force and effect and survive any termination of this Agreement in accordance with its terms.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VIISection 7.1, written notice thereof shall forthwith be given to the other party or parties hereto, hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement (other than Sections 5.11, 7.2, 7.3, 7.4, 8.4, 8.6, 8.7, 8.8, 8.9, 8.10, and 8.11 hereof) shall immediately forthwith become void null and of void, and there shall be no effect, without any Liability or obligation liability on the part of Parent, or Merger Sub, or the Company or their respective directors, officers and AffiliatesCompany, except that: (a) the Confidentiality Agreementas provided in Section 7.3; provided, Section 5.2(d)however, Section 5.7, Section 5.8, that nothing in this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination 7.2 shall relieve any party from hereto of any Liability liability resulting from fraud or a Willful willful and Material Breach of this Agreement or for fraud, subject only, with respect material breach prior to any such liabilities termination of any of the Companyrepresentations, to Section 7.6(b)warranties, Section 7.6(c) and Section 7.6(d)covenants, or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this --------------------- Agreement by either Parent or the Company as provided in this Article VIISection 7.1 hereof, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void forthwith terminate and of there shall be no effect, without any Liability or obligation liability hereunder on the part of the Company, Parent, Merger Sub, the Company Sub or their respective directors, officers and Affiliates, or directors (except that: (a) the Confidentiality Agreement, for Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 5.7 and Article VIII hereof which shall survive the termination hereoftermination); and (b) no such termination provided, however, that nothing contained in this Section 7.2 -------- ------- shall relieve any party hereto from any Liability resulting from liability for any willful breach of a Willful and Material Breach of representation or warranty contained in this Agreement or for fraud, subject only, with respect to the breach of any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)covenant contained in this Agreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement as provided in pursuant to Section 10.1 of this Agreement, this Agreement shall become void and have no effect, except that (i) the provisions of this Section 10.2 and Article VII11 and Section 8.6(b) of this Agreement shall survive any such termination and abandonment, notice thereof (ii) a termination pursuant to Sections 10.1(b) or 10.1(e) of this Agreement shall be given not relieve the breaching Party from Liability for an uncured willful breach of a representation, warranty, covenant or agreement giving rise to such termination; and (iii) a termination pursuant to either Section 10.1(f) or Section 10.1(g) shall not relieve the Party whose Board of Directors does not reaffirm its approval of the Merger Agreement from payment of the Termination Fee to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Party.

Effect of Termination. In the event of termination of this Agreement as provided in this Article VIIthe Agreement, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of have no effect, without any Liability liability or obligation on the part of ParentQuintiles or IMS Health, Merger Subprovided, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(dAgreement (as amended hereby) and the provisions of Sections 3.23 and 4.23 (Brokers), Section 5.7, Section 5.85.16 (Public Announcements), this Section 7.57.2, Section 7.6 7.3 (Fees and Expenses) and Article VIII shall survive the termination hereof; (b) either Quintiles or IMS Health may have liability as provided in Section 7.3; and (bc) no such termination shall relieve any party from any Liability liability or damages resulting from a Willful and Material Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, subject only, with respect in which case the non-breaching party shall be entitled to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) all rights and Section 7.6(d)remedies available at law or in equity.

Effect of Termination. In the event of the termination of this Agreement as provided in and the abandonment of the transactions contemplated hereby pursuant to this Article VII8, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and be of no effectfurther force or effect and there shall be no Liability to any Party hereunder in connection with this Agreement or the transactions contemplated by this Agreement; provided, without any Liability or obligation on the part of Parent, Merger Sub, the Company or their respective directors, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination however that nothing herein shall relieve any party Party from liability or damages resulting from any Liability resulting from a Willful and Material Breach breach of this Agreement or for fraudprior to the effective date of termination; provided, subject onlyfurther that the obligations of the parties set forth in this Section 8.2, with respect to Article 10 (including, in each case, the definitions of the terms set forth in Section 1.1) and the Confidentiality Agreement shall survive any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) termination and Section 7.6(d)shall be enforceable hereunder.

Effect of Termination. In the event of termination of If this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof is terminated pursuant to which such termination is madeSection 9.1, and this Agreement shall immediately forthwith become null and void and of there shall be no effect, without any Liability liability or obligation on the part of the Company, Parent, Merger Sub, the Company Sub or their respective directors, officers and Subsidiaries or Affiliates, except that: (a) that the Confidentiality Agreement, indemnification and reimbursement provisions of Section 5.2(d7.10(a), Section 5.77.11(g) and Section 7.13, and the provisions of Section 7.3(c), the last sentence of Section 7.10(a), Section 5.8, this Section 7.57.18, Section 7.6 9.2 and Section 9.3 and Article VIII shall X will survive the termination hereof; and (b) no such termination provided, however, that nothing herein shall relieve any party hereto of any Damages resulting from any Liability resulting from a Willful and Material Breach breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in this Article VIISection 8.01, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of have no effect, without any Liability liability or obligation on the part of Parent, Merger Sub, Sub or the Company or their respective directors, officers and Affiliatesunder this Agreement, except that: (a) that the Confidentiality Agreement, second and third sentences of Section 5.2(d6.02(a), Section 5.76.02(b), Section 5.86.05, this Section 7.5, Section 7.6 8.02 and Article VIII IX, shall survive the termination hereofsuch termination; and (b) provided, however, that no such termination shall relieve any party hereto from any Liability liability or damages resulting from the willful or intentional material breach by a Willful and Material Breach party of any of its representations, warranties, covenants or agreements set forth in this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is madeSection 8.1 hereof, and (i) this Agreement (except for Section 6.18, this Section 8.2 and Article X) shall immediately forthwith become void and of have no effect, without any Liability or obligation liability on the part of Parentany party hereto or its Affiliates and (ii) all filings, Merger Sub, the Company or their respective directors, officers applications and Affiliates, except that: (a) the Confidentiality other submissions made pursuant to this Agreement, Section 5.2(d)to the extent practicable, Section 5.7shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the transactions contemplated hereby; provided, Section 5.8however, that nothing contained in this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination 8.2 shall relieve any party from liability for any Liability resulting from a Willful and Material Breach intentional or willful breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 7.1, this Article VII, notice thereof entire Agreement shall forthwith become void (and there shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately become void and of no effect, without any Liability or obligation on the part of Parentthe Parties and their respective Representatives) with the exception of this Section 7.2, Merger SubArticle 8 and Article 1 (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties. For the avoidance of doubt, the Company or Confidentiality Agreement and Supplemental Confidentiality Agreement shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with their respective directorsterms. Notwithstanding the foregoing or anything to the contrary herein, officers and Affiliates, except that: (a) the Confidentiality Agreement, Section 5.2(d), Section 5.7, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, pursuant to Section 7.6(b), Section 7.6(c) 7.1 shall not affect any Liability on the part of any Party for a willful and Section 7.6(d)material breach of any covenant or agreement set forth in this Agreement prior to such termination or actual fraud.

Effect of Termination. In the event of termination of this Agreement by either the Company or Acquirer as provided in this Article VIISection 7.1, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall immediately forthwith become void and of have no effect, without any Liability there shall be no liability or obligation on the part of Parentthe Company, Merger Sub, the Company Acquirer or their respective directors, officers Representatives and Affiliates, and all rights and obligations of the parties hereto shall cease, except that: (ai) the Confidentiality Agreement, with respect to Section 5.2(d3.1(d) (Brokers and Finders), Section 5.73.2(f) (Brokers and Finders), Section 5.85.2 (Access to Information; Confidentiality), Section 5.5 (Fees and Expenses), this Section 7.5, Section 7.6 7.2 (Effect of Termination) and Article VIII shall survive the termination hereof; and 8, and (bii) no such termination shall relieve any party from any Liability resulting from a Willful and Material Breach of this Agreement or for fraud, subject only, with respect to any such liabilities or damages incurred or suffered by a party as a result of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. In the event of termination of (a) If this Agreement is terminated for any reason, the provisions of Section 4.1 (confidentiality) shall remain in full force and effect, but the exclusive period set forth in Section 4.14 shall automatically terminate. (b) If this Agreement is terminated as provided in this Article VII, notice thereof shall be given to the other party or parties hereto, specifying the provision hereof pursuant to which such termination is made, and Section 6.2(a) this Agreement shall immediately forthwith become void (except as stated in subsection 6.3(a) (above)) and of there shall be no effect, without any Liability liability or obligation hereunder on the part of Parent, Merger Sub, the Company any party hereto or their respective directors, officers and Affiliatesofficers, except that:employees, agents or other representatives. (ac) the Confidentiality Agreement, If this Agreement is terminated as provided in Section 5.2(d6.2(b), Section 5.7(c) or (d) hereof, Section 5.8, this Section 7.5, Section 7.6 and Article VIII shall survive the termination hereof; and (b) no such termination shall relieve be without prejudice to any rights that the terminating party from may have against any Liability resulting from a Willful and Material Breach breaching party or any other Person under the terms of this Agreement or for fraud, subject only, with respect to any such liabilities of the Company, to Section 7.6(b), Section 7.6(c) and Section 7.6(d)otherwise.