Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of termination of this Agreement, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof.

Effect of Termination. In the event of termination of this AgreementAgreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsshareholders, except provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 6.4 5.4 and 13.6, 5.5 and the last sentence Article IX of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.01, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto either Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) Target or their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein in this Section 8.02 shall relieve any party from liability for a any breach of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this Agreement--------------------- Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsshareholders, except provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 6.4 5.4 and 13.6, 5.5 and the last sentence Article IX of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 7.17, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Company or any of the parties hereto Purchasers or (in the case of the Company, the Parent and Buyer) their respective officers or officers, directors, except for Sections 6.4 and 13.6stockholders or Affiliates; provided, and however, that (i) the last sentence provisions of this Section 6.1, which 7 shall remain in full force and effect, effect and except that survive any termination of this Agreement and (ii) nothing herein shall relieve any party hereto from liability for a in connection with any breach of this Agreement prior to the termination hereofsuch party’s representations, warranties or covenants contained herein.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 4.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto to this Agreement or (in the case of the Company, the Parent and Buyer) their respective officers or officers, directors, except for Sections 6.4 and 13.6, and shareholders or Affiliates; provided that the last sentence of Section 6.1, which confidentiality provisions set forth herein shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement pursuant to Section 9.01, this Agreement shall forthwith become void and void, there shall be no liability under this Agreement on the part of Parent, Merger Sub or the Company or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6all rights and obligations of each party hereto shall cease; provided, and the last sentence of Section 6.1however, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to the Agreement; and provided further that Section 10.01 shall survive termination hereofof this Agreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 7.1 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of any of the parties hereto Company or (Parent, except that, in the case event of the Company, the Parent and Buyer) their respective officers an intentional or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a willful breach of this Agreement prior to the termination hereoftime of such termination, the other Parties hereto shall be entitled to the remedy of specific performance of the covenants contained herein.

Effect of Termination. In the event of the termination of this AgreementAgreement in accordance with Section 11.1, this Agreement (other than Sections 6.6 and 12.1, which shall forthwith survive the termination hereof) shall become void and there shall be have no effect, with no liability on the part of any party or its Affiliates, directors, officers, employees, shareholders or agents in respect thereof; PROVIDED, HOWEVER, that nothing in this Section 11.3 shall deprive the WP Partners, on the one hand, and Xxxxxxx, on the other, from bringing any Action for breach of the parties hereto or (in Agreement by the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereofother.

Effect of Termination. In the event of termination of --------------------- this AgreementAgreement by either Parent or the Company, as provided in Section 9.1, this Agreement shall forthwith become void and there shall be no liability hereunder on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) or Sub or their respective officers or directors, directors (except as set forth in the last two sentences of Section 7.2 and except for Sections 6.4 and 13.6, and the last sentence of Section 6.17.3, which shall remain in full force and effectsurvive the termination); provided, and except however, -------- ------- that nothing herein contained in this Section 9.2 shall relieve any party hereto from any liability for a any breach of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement by either Parent or the Company pursuant to the provisions of Section 9.1, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) Parent, Subsidiary or their respective officers or directorsdirectors (except in this Section 9.2, except for Sections 6.4 and 13.6, and in the last second sentence of Section 6.17.1(a) and in Sections 7.1(b), 7.6 and 10.4, all of which shall remain survive the termination). Nothing in full force and effect, and except that nothing herein this Section 9.2 shall relieve any party from liability for a any willful and intentional breach of any covenant or agreement of such party contained in this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this Agreement, that this Agreement shall forthwith become void and there shall be no liability on the part of any is validly terminated as provided herein, then each of the parties hereto or (in shall be relieved of their duties and obligations arising under this Agreement after the case date of the Company, such termination and such termination shall be without liability to the Parent and Buyer) their respective officers or directorsthe Seller; provided, except for Sections 6.4 and 13.6however, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein in this Section 2.4 shall relieve the Parent or the Seller of any party from liability for a breach of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Buyer, Seller or the Company or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of the parties hereto or (in the case of the Companythis Agreement prior to its termination; provided further that, the Parent provisions of Sections 5.3, 5.4 and Buyer) their respective officers or directors5.5, except for Sections 6.4 Article IX and 13.6, and the last sentence of this Section 6.1, which 8.2 shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement pursuant to Section 11.1, this Agreement shall forthwith become void and void, there shall be no liability under this Agreement on the part of the Company or Acquisition or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directors, and all rights and obligations of each party hereto shall cease, except for Sections 6.4 and 13.6as otherwise provided in this Agreement, and the last sentence of including, but not limited to Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof12.11.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Buyer or Seller, or their respective officers, directors or stockholders, provided that each party shall remain liable for any breaches of the parties hereto or (in the case of the Companythis Agreement prior to its termination; and provided further that, the Parent provisions of Sections 5.2, 5.3, 5.4 and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence Article X of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 9.1, this Agreement shall forthwith immediately become void and there shall be no liability or obligation on the part of any of the parties hereto Company or (in the case of the Company, the Parent and Buyer) or their respective officers or officers, directors, stockholders or Affiliates, except for Sections 6.4 and 13.6as set forth in Section 9.3; provided, and however, that the last sentence provisions of Section 6.1, which 7.3 (Public Announcements) and Section 9.3 (Remedies) and Article XI of this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In If this Agreement is validly terminated by either the event of termination of this AgreementCompany or Parent pursuant to Section 9.01, this Agreement shall will forthwith become null and void and there shall will be no liability or obligation on the part of either the Company or Parent (or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers representatives or directorsaffiliates), except for (i) that the provisions of Sections 6.4 7.01(b) and 13.6, will continue to apply following any such termination and the last sentence of Section 6.1, which shall remain in full force and effect, and except (ii) that nothing contained herein shall relieve any party hereto from liability for a willful breach of its representations, warranties, covenants or agreements contained in this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement by either the Company or Parent as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or the Company or their respective officers, members or directors except as (i) set forth in Section 8.2, (ii) with respect to any actual liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of the parties hereto its representations, warranties, covenants or (other agreements set forth in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior and (iii) with respect to provisions that survive the termination hereofhereof pursuant to Section 9.1.

Effect of Termination. In the event of termination of this AgreementAgreement --------------------- as provided in Section 7.1, this Agreement each of the Agreements shall forthwith become void ----------- and there shall be no liability or obligation on the part of Buyer or Seller, or their respective officers, directors or shareholders, provided that each party shall remain liable for any breaches of any of the parties hereto or (in Agreements prior to their termination; and provided further that the case provisions of Sections 4.4, 4.5 and 4.6 of each of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which Agreements shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of the termination --------------------- of this AgreementAgreement as provided in Section 7.1, written notice thereof shall forthwith be given to the other party or parties 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 forthwith become void null and void, and there shall be no liability on the part of any of the parties hereto Parent or (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of as provided in Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof7.3.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsstockholders, except provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 6.4 5.8, 5.9(a) and 13.65.10, Article IX and the last sentence of this Section 6.1, which 8.2 shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In Subject to Section 9.5, in the event of termination of this AgreementAgreement pursuant to Section 9.1, this Agreement shall forthwith become void and void, there shall be no liability under this Agreement on the part of Parent, Acquisition Sub or the Company or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directorsdirectors and all rights and obligations of each party hereto shall cease; provided, except for Sections 6.4 and 13.6however, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for fraud or a willful and material breach of this Agreement prior to the termination hereofany of its representations, warranties, covenants or agreements set forth herein.

Effect of Termination. In the event of termination of this AgreementAgreement pursuant to Section 8.01, this Agreement shall forthwith become void and there shall be no liability under this Agreement on the part of Parent or the Company or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directorsdirectors and all rights and obligations of each party hereto shall cease, except for (a) as provided in Sections 6.4 8.05 and 13.6, 9.01 and the last sentence of Section 6.1, which shall remain in full force and effect, and except that (b) nothing herein shall relieve any party from liability for a any willful breach of any representation, warranty, covenant or other agreement in this Agreement occurring prior to the termination hereoftermination.

Effect of Termination. In the event of termination of this AgreementAgreement as provided above, this Agreement shall forthwith become void and there shall be no liability on the part of any of either Parent, Sub or the parties hereto Company or (in the case of the Company, the Parent and Buyer) their respective officers or directors, directors (i) except as set forth in Section 7.1 hereof and except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, 7.12 hereof which shall remain in full force survive the termination and effect, and except that nothing herein (ii) no such termination shall relieve release any party of any liabilities or damages resulting from liability for a any wilful breach by that party of any provision of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement pursuant to Section 8.01, this Agreement shall forthwith become void and there shall be no liability under this Agreement on the part of Parent, ASC or the Company or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directorsdirectors and all rights and obligations of each party hereto shall cease, except for (a) as provided in Sections 6.4 8.05 and 13.6, 9.01 and the last sentence of Section 6.1, which shall remain in full force and effect, and except that (b) nothing herein shall relieve any party from liability for a any willful breach of any representation, warranty, covenant or other agreement in this Agreement occurring prior to the termination hereoftermination.

Effect of Termination. In the event of termination of this AgreementAgreement by either Parent or the Company pursuant to the provisions of Section 7.01, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) Parent, Merger Subsidiary or their respective officers or directorsdirectors (except as set forth in this Section 8.01, except for Sections 6.4 and 13.6, and in the last second sentence of Section 6.15.04 and in Section 5.11, all of which shall remain survive the termination). Nothing in full force and effect, and except that nothing herein this Section 8.01 shall relieve any party from liability for a any breach of any covenant or agreement of such party contained in this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this Agreement, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto or (in the case of the Company, the Parent and BuyerAcquisition) their respective officers or directors, except for Sections 6.4 7.6, 13.6 and 13.6, 13.7 and the last sentence of Section 6.17.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof.

Effect of Termination. In the event of the termination of this AgreementAgreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directorsparty hereto, except for with respect to Sections 6.4 3.17, 4.5, 6.3(b), 6.8, this Section 8.2, Section 8.3 and 13.6, and the last sentence of Section 6.1Article IX, which shall remain in full force and effectsurvive such termination; provided, and except however, that nothing herein shall relieve any party from liability for a any willful and material breach hereof, which, in the case of this Agreement prior Parent, shall include liability to the termination hereofCompany for lost shareholder premium.

Effect of Termination. In the event of termination of this Agreement, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or affiliates, directors, officers, stockholders, general partners, limited partners, and members, except for Sections 6.4 and 13.6Section 5.6, Section 9.2 and the last sentence of Section 6.15.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof.

Effect of Termination. In the event of termination of this Agreementas provided above, this Agreement shall forthwith become void of no further force or effect, all parties hereto shall bear their own costs associated with this Agreement and all transactions mentioned herein and there shall be no liability obligation on the part of any of the parties hereto party's officers, directors or (in the case of the Companyshareholders; provided, the Parent however, that Section 6.4(b), Section 6.5 and Buyer) their respective officers or directors, except for Sections 6.4 Section 9.8 shall survive such termination and 13.6, and the last sentence of Section 6.1, which shall remain continue in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof.

Effect of Termination. In the event of termination of this AgreementAgreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the CompanyParent, Sub, the Parent and Buyer) Company or the Members, or their respective officers or directors, except provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 6.4 and 13.65.2(b), 5.6, 5.7, and the last sentence 5.8 of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In Except as provided in SECTION 9.1, in the event of termination of this AgreementAgreement pursuant to SECTION 8.1, this Agreement shall will forthwith become void and void, there shall will be no liability under this Agreement on the part of Parent, Merger Sub or the Company or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6all rights and obligations of each party hereto will cease; provided, and the last sentence of Section 6.1however, which shall remain in full force and effect, and except that nothing herein shall will relieve any party from liability for a the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.01 of this Agreement, this Agreement shall forthwith become void and there shall be no liability hereunder on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) Parent, Sub or their respective officers or directors, directors (except for Sections 6.4 6.04, 8.05 and 13.6, Article IX of this Agreement and the last sentence of this Section 6.1, 8.02 which shall remain in full force and effectsurvive the termination); provided, and except however, that nothing herein contained in this Section 8.02 shall relieve any party hereto from any liability for a any willful breach of a representation, warranty, or covenant contained in this Agreement prior to the termination hereofsuch termination.

Effect of Termination. In the event of termination of this AgreementAgreement pursuant to Section 7.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become void terminate and be of no further force and effect (except for the provisions of Sections 5.11 and 5.12 and Article VIII), and there shall be no other liability on the part of any of the parties hereto Buyers, Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) their respective officers or directorsexcept liability, except for Sections 6.4 and 13.6if any, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of a valid termination of this AgreementAgreement pursuant to Section 7.1, this Agreement shall forthwith become void and have no effect, and there shall be no liability hereunder on the part of any of Parent, Sub or the parties hereto Company or (in the case of the Company, the Parent and Buyer) their respective officers or directorsdirectors hereunder, except for Sections 6.4 that Section 5.2, Article VIII and 13.6, and the last sentence this Section 7.2 shall survive any termination of this Agreement. Nothing in this Section 6.1, which shall remain in full force and effect, and except that nothing herein 7.2 shall relieve any party from to this Agreement of liability for a fraud or intentional breach of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of a termination of --------------------- this AgreementAgreement as provided in Section 11 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of any of Parent, Merger Sub or the parties hereto or (in the case of the CompanyShareholder thereafter; provided, the Parent and Buyer) their respective officers or directorshowever, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that -------- nothing herein shall relieve any party from for liability for a any willful breach of this Agreement hereof prior to the termination hereof.such termination

Effect of Termination. In the event of the termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith immediately become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of Parent, the Company, the Parent and Buyer) Purchaser or their respective officers or officers, directors, except stockholders, or Affiliates; provided that (a) any such termination shall not relieve any party from liability for Sections 6.4 any willful breach of this Agreement, fraud or knowing misrepresentation and 13.6(b) the provisions of Section 5.2, Section 8.2, Section 8.3, and Section 9 of this Agreement (and, as applicable, EXHIBIT A) and the last sentence of Section 6.1, which Confidentiality Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement by either Parent or the Company pursuant to Section 7.01, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) Parent, Merger Subsidiary or their respective officers or directorsdirectors (except as set forth in this Section 8.01, except for Sections 6.4 and 13.6, and in the last second sentence of Section 6.15.04 and in Section 5.09, all of which shall remain survive the termination). Nothing in full force and effect, and except that nothing herein this Section 8.01 shall relieve any party from liability for a any breach of any representation, warranty, covenant or agreement of such party contained in this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 11.01, this Agreement shall forthwith become void and there shall be no liability on the part of Parent, Merger Sub, the Company or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers and directors or directorsany Stockholders except (a) as set forth in Section 12.01, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except (b) that nothing herein shall relieve any either party from liability for a any willful breach of this Agreement prior to and (c) as set forth in the termination hereofConfidentiality Agreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Buyer or (in the case of the CompanySeller, the Parent and Buyer) or their respective officers officers, directory or directorsshareholders, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which provided that each party shall remain in full force and effect, and except that nothing herein shall relieve liable for any party from liability for a breach breaches of this Agreement prior to the termination hereofits termination.

Effect of Termination. In the event of the termination of this AgreementAgreement by the Company or Parent as provided in Section 7.1, written notice thereof shall be given to the other parties, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void (other than the provisions of Article 9, which shall survive termination of this Agreement), and there shall be no liability on the part of any of Parent, Merger Sub or the parties hereto Company or (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 officers and 13.6Affiliates, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party hereto from liability for a any breach of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsstockholders, except provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 6.4 5.4, 5.5, 5.6 and 13.6, and the last sentence Article VIII of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto, or its Affiliates, officers, directors or stockholders; provided that each party shall remain liable for any breaches of the parties hereto or (in the case of the Companythis Agreement prior to its termination; and, provided, further, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence provisions of Section 6.14.5 (Publicity), which Article IX and this Section 8.2 of this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this --------------------- Agreement, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto or (in the case of the Company, the Parent and BuyerAcquisition) their respective officers or directors, except for Sections 6.4 7.6, 13.6 and 13.6, 13.7 and the last sentence of Section 6.17.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto, or their respective officers, directors, securityholders or Affiliates, provided that each party shall remain liable for any breaches of the parties hereto or (in the case of the Companythis Agreement prior to its termination; and provided further that, the Parent provisions of Sections 4.3, 5.2, 5.3, 5.4, 5.12 and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence 9.7 of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. The termination of this Agreement shall be effectuated by the delivery by the party terminating this Agreement to each other party of a written notice of such termination. In the event of the termination of this AgreementAgreement pursuant to Section 7.1, this Agreement shall forthwith become void void, and there (i) neither Parent, Purchaser nor the Company shall be no liability on the part of any of the parties hereto or (obligated to perform its obligations under this Agreement except as set forth in the case of the CompanySections 5.12, the Parent 7.3 and Buyer) their respective officers or directors, except for Sections 6.4 and 13.68.1, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that (ii) nothing herein shall relieve any party from liability for a any willful or material breach of this Agreement prior to the termination hereofsuch party's representations and warranties .

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Healtheon, Acquisition Sub or (in the case of the Company, the Parent and Buyer) or their respective officers or officers, directors, except shareholders or Members; PROVIDED, that each party shall remain liable for any breaches of this Agreement prior to its termination; and PROVIDED FURTHER, that, the provisions of Sections 6.4 5.3 and 13.6, 5.4 and the last sentence Article VIII of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement by either the Company or Parent as provided in Section 8.01, this Agreement shall forthwith become void and there shall be have no effect, without any liability or obligation on the part of any of the parties party hereto or (in the case of the Company, the Parent and Buyer) their respective officers affiliates, officers, directors or directorsstockholders, except for Sections 6.4 and 13.6other than Section 3.22, and Section 4.07, the last sentence of Section 6.16.02, Section 6.06, this Section 8.02 and Article IX, which provisions shall remain in full force and effectsurvive such termination, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the extent that such termination hereofresults from the willful and material breach by a party of any provision set forth in this Agreement.

Effect of Termination. In Except as provided in Section 8.2, in the event of termination of this AgreementAgreement pursuant to Section 7.1, this Agreement shall forthwith become void and void, there shall be no liability under this Agreement on the part of the Parent, Merger Sub or the Company or any of their respective Representatives, and all rights and obligations of each party hereto shall cease, subject to the remedies of the parties hereto or set forth in Sections 7.5(b) and (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof.c);

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Buyer or Seller, or their respective officers, directors or stockholders, provided that each party shall remain liable for any breaches of the parties hereto or (in the case of the Companythis Agreement prior to its termination; and provided further that, the Parent and Buyer) their respective officers or directorsprovisions of Sections 5.2, except for Sections 6.4 and 13.65.3, and the last sentence 5.4 of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of the termination of this AgreementAgreement pursuant to Section 8.01, this Agreement shall forthwith become void void, and there shall be no liability under this Agreement on the part of any party hereto (except that the indemnification and reimbursement obligations of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain Merger Sub contained in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof.Sections

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 9.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the CompanyPurchaser, CSERV, the Parent and Buyer) Shareholders or their respective officers or officers, directors, except for Sections 6.4 and 13.6shareholders or stockholders provided, and the last sentence of Section 6.1however, which that each party shall remain in full force and effect, and except that nothing herein shall relieve liable for any party from liability for a breach breaches of this Agreement prior to its termination; and provided, further, that the termination hereof.provisions of Sections 6.3, this Section 9.2 and

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith immediately become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) or their respective officers or officers, directors, shareholders or affiliates, except as set forth in Section 8.3; PROVIDED, HOWEVER, that such termination shall not limit liability for Sections 6.4 a willful and 13.6, material breach of this Agreement; AND FURTHER PROVIDED that the provisions of Section 8.3 of this Agreement and the last sentence of Section 6.1, which Confidentiality Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as --------------------- provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of Parent, Merger Sub, the Company, the Parent and Buyer) or their respective officers or officers, directors, stockholders, or affiliates, except for Sections 6.4 and 13.6to the extent that such termination results from the breach by a party hereto of any of its representations, warranties, covenants, or agreements set forth in this Agreement, and provided that the last sentence provisions of Section 6.1Sections 5.3(b), which 5.5 and 5.16 of this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 9.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto BackWeb Parent or (in the case of the CompanyLanacom, the Parent and Buyer) or their respective officers officers, directors or directorsshareholders; provided, except however, that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, Sections 6.4 5.2, 5.3, 5.4, Article IX and 13.6, and the last sentence Article X of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of a termination of this Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the CompanyParent, the Parent and Buyer) Sub, the Company or the Public Sub or their respective officers or directors, except for Sections 6.4 and 13.6as provided in Section 10.1; provided, and the last sentence of Section 6.1however, which shall remain in full force and effect, and except that nothing herein shall relieve any party from for liability for any willful breach by a breach party hereto of this Agreement prior to the termination hereofits representations, warranties, covenants, obligations or agreements.

Effect of Termination. In the event of termination of If this AgreementAgreement is terminated in accordance with Section 6.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of Parent, Merger Sub or the parties hereto Company or (in the case of the Company, the Parent and Buyer) their respective officers or officers, directors, except shareholders or Affiliates; and provided, however, that each party hereto shall remain liable for Sections 6.4 any breaches of this Agreement prior to its termination; and 13.6provided, further, that the Confidentiality Agreement and the last sentence provisions of Sections 4.16 and 6.2 and ARTICLE 8 (but excluding Section 6.1, which 8.1) shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 10.1, this Agreement shall forthwith will become void and there shall will be no liability or further obligation hereunder on the part of any of the parties hereto Buyer, Meritage or (in the case of the Company, the Parent and Buyer) Seller or their respective shareholders, members, officers or directors, except (i) each party will remain obligated for Sections 6.4 and 13.6, and the last sentence of its obligations under Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability 6.5 for a breach period of this Agreement prior one year and (ii) each party will remain obligated for its obligations set forth in Section 6.2, to the termination hereofextent applicable.

Effect of Termination. In the event of termination of this AgreementAgreement pursuant to Section 8.1, this Agreement shall forthwith become void and of no further force and effect, and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the CompanyParent, Merger Sub, the Parent and Buyer) Company or their respective officers or directors, directors under this Agreement except for Sections 6.4 as set forth in (a) the provisions of Section 6.3 relating to the obligations of the parties to keep confidential and 13.6not to use certain information obtained from the other party, and (b) the last sentence provisions of Section 6.1, which shall remain in full force Sections 6.15 and effect, 8.3 and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereofArticle 9.

Effect of Termination. In the event of termination of this AgreementAgreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be have no effect, without any liability or obligation on the part of any of Parent, Merger Sub or the parties hereto Company or (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and as set forth in the last sentence of Section 6.15.2, Section 5.9, 5.10, Section 7.5 and ARTICLE VIII which shall remain in full force and effect, survive termination and except that nothing herein such termination shall not relieve any a party from liability for as a result of the willful breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsstockholders, except provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 6.4 5.3 and 13.6, 5.4 and the last sentence Articles VIII and IX (other than Section 9.1) of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 6.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsstockholders; provided that, except for Sections 6.4 the provisions of Articles VI and 13.6, and the last sentence VII of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 10.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Subsidiary or (in the case of the Company, the Parent and Buyer) or their respective officers subsidiaries, officers, directors or directorsstockholders, except for provided that the provisions of Sections 6.4 7.3 and 13.6, 7.4 and the last sentence Article X of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of Parent, Merger Sub or the parties hereto Company or (in the case of the Company, the Parent and Buyer) their respective officers or officers, directors, except employees, agents, consultants, representatives or stockholders; provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that the provisions of Sections 6.4 5.5, 5.6, 5.7 and 13.6, and the last sentence Article VIII of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of If this AgreementAgreement is terminated as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsstockholders, except for provided that the provisions of Sections 6.4 5.4 and 13.6, 5.5 and the last sentence Articles VIII and IX of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In (a) If this Agreement is validly terminated pursuant to Section 8.01, this Agreement shall become void and of no effect without liability of any party, any Representative of such party or any Parent Related Party to each other party hereto; provided, however, that the event provisions of this Section 8.02, Section 8.03 and Article 9 shall survive any termination hereof pursuant to Section 8.01; provided, further, that nothing herein shall relieve Parent, Merger Sub or the Company from any liability for any fraud or Willful Breach of this Agreement prior to such termination. Upon any termination of this Agreement, this the Confidentiality Agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto or (continue in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain effect in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereofaccordance with its terms.

Effect of Termination. In Except as provided in Section 9.01, in the event of termination of this AgreementAgreement pursuant to Section 8.01, this Agreement shall forthwith become void and void, there shall be no liability under this Agreement on the part of Parent, Merger Sub or the Company or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6all rights and obligations of each party hereto shall cease; provided, and the last sentence of Section 6.1however, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement by either Parent or the Company as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, and there shall be no liability on the part of any of the parties party hereto or (in the case of the Company, the Parent and Buyer) their respective officers or and directors, except for that (i) Sections 6.4 6.3(b) and 13.68.2 and Article IX, shall survive any termination of this Agreement, and (ii) notwithstanding anything to the last sentence contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a its fraud or willful breach of any provision of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of If this AgreementAgreement is terminated pursuant to this Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsshareholders; provided, except however, that each party shall remain liable for any breaches of this Agreement prior to its termination; provided, further, that the provisions of Sections 6.4 5.3, 5.4, 8.2, 8.3 and 13.6, Article IX of this Agreement and the last sentence definitions of Section 6.1, which any defined terms used in such provisions shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of a termination of this AgreementAgreement as provided in Section 11 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of any of Parent, Merger Sub or the parties hereto or (in the case of the CompanyShareholder thereafter; provided, the Parent and Buyer) their respective officers or directorshowever, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from for liability for a any willful breach of this Agreement hereof prior to the termination hereof.such termination

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub, the Company or their respective officers, directors, stockholders or affiliates, except to the extent that such termination results from the breach by a party hereto of any of its representations, warranties, covenants or agreements set forth in this Agreement, and, provided that the parties hereto or (in the case provisions of the CompanySections 5.3(b), the Parent 5.5 and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence 5.19 of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of If this AgreementAgreement is terminated pursuant to Section 9.01, this Agreement shall will forthwith become void null and void, and there shall will be no liability or obligation on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directorsMerger Sub, except for (i) Sections 6.4 9.02, 9.03, 10.01, 10.04, 10.07 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to 10.13 will survive the termination hereofhereof and (ii) with respect to any liabilities for damages incurred or suffered by a party as a result of the breach by any other party of any of its representations, warranties or agreements in this Agreement.

Effect of Termination. In the event of the termination of this AgreementAgreement pursuant to Section 6.1, this Agreement (other than this Section 6.2 and Sections 4.5 and 6.3, which shall survive such termination) will forthwith become void void, and there shall will be no liability Liability on the part of Company, Parent or Merger Sub or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or officers, directors, except for Sections 6.4 stockholders or agents and 13.6all rights and obligations of any party hereto will cease, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein no party shall relieve be relieved of any Liability arising from any willful breach by such party from liability for a breach of any provision of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 7.1, this Agreement shall forthwith immediately become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) or their respective officers or officers, directors, stockholders or Affiliates, except as set forth in Section 7.3 and Article VIII and except that such termination shall not limit liability for Sections 6.4 and 13.6a willful breach of this Agreement; provided that, the provisions of Section 7.3 of this Agreement and the last sentence of Section 6.1, which Confidentiality Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of If either Parent or Seller terminates --------------------- and abandons this Agreement pursuant to Section 9.1, this Agreement, other than Sections 7.5, 7.6, 7.13, this Agreement Section 9.2, Article 10 and Section 11.1 (each of which shall survive termination) shall forthwith become void and there shall be have no effect, without any liability on the part of any of the parties hereto party or (in the case of the Companyits officers, the Parent and Buyer) their respective officers directors or directorsshareholders; provided, except for Sections 6.4 and 13.6however, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein contained in this Section 9.2 shall relieve any party from any liability for a any breach of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of a valid termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall will forthwith become void and there shall will be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub, Certain Company Shareholders, or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsshareholders or Affiliates or Associates; provided, except for however, that the provisions of Sections 6.4 5.2, 5.3, 5.4, 8.2, 9.6, 9.9, 9.10 and 13.6, and the last sentence 9.11 of Section 6.1, which shall this Agreement will remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and and, except as set forth in Section 8.3 or 8.4, there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, or their respec-tive officers, directors or stockholders, provided that each party shall remain liable for any breaches of this Agreement before its termination; and provided further that, the Parent provisions of Sec-tions 5.4 and Buyer) their respective officers or directors, except for Sections 6.4 5.5 and 13.6, Articles VIII and the last sentence IX of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereof.Agreement. VIII.3

Effect of Termination. In Except for any willful and material breach of this Agreement by any party hereto (which breach and liability therefor shall not be affected by the event of termination of this Agreement), if this Agreement is terminated by either the Company or Parent as provided in Section 9.1, this Agreement shall forthwith become void and there shall be have no further effect, without any liability or obligation on the part of any of the parties hereto Parent, Merger Subsidiary or (in the case of the Company, other than the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence provisions of Section 6.14.1(o), which shall remain in full force Section 4.2(i), Section 7.4, this Section 9.2, Section 9.5 and effect, Sections 10.5 and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof10.6.

Effect of Termination. In the event of the termination of this AgreementAgreement pursuant to Section 8.01, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties party hereto or (in the case any of the Companyits affiliates, the Parent and Buyer) their respective directors, officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and stockholders or shareholders except that the Company or Parent may have liability or obligations as set forth in Section 8.03 and as set forth in or contemplated by Section 8.01 hereof. Notwithstanding the foregoing, nothing herein shall relieve any party the Company or Parent from liability for a any willful breach of this Agreement prior to the termination hereofhereof or willful misrepresentation herein.

Effect of Termination. In the event of the termination of this AgreementAgreement pursuant to Section 6.1, this Agreement shall forthwith become void void, and there shall be no liability or obligation on the part of any Parent, Buyer, Seller Representative or the Company or, to the extent applicable, their respective officers, directors or equityholders, other than (a) the provisions of the parties hereto or (in the case of the Companythis Section 6.2, the Parent second sentence of 4.3(a), Section 4.5, Section 6.3 and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6Article 8, and the last sentence (b) any liability of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability Party for a any willful or intentional material breach of this Agreement prior to the termination hereofsuch termination.

Effect of Termination. In the event of termination of this Agreement, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto or (in the case of the Company, the Parent and BuyerAcquisition) their respective officers or directors, except for Sections 6.4 7.7 and 13.6, 13.6 and the last sentence of Section 6.17.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereof.

Effect of Termination. In the event of termination of this Agreement, that this Agreement shall forthwith become void and there shall be no liability on the part of any is validly terminated as provided herein, then each of the parties hereto or (in shall be relieved of their duties and obligations arising under this Agreement after the case date of such termination and such termination shall be without liability to the Parent the Seller; provided, however, that the obligations of the Companyparties set forth in Section 9.4 hereof shall survive any such termination and shall be enforceable hereunder; provided, further, however, that nothing in this Section 2.4 shall relieve the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence Seller of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 3.4, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Buyer, Parent, Seller, or (in the case of the Company, the Parent and Buyer) their respective officers or officers, directors, except for Sections 6.4 stockholders or affiliates; provided, however, that the provisions of this Section 3.5 and 13.6, and the last sentence of Section 6.1, which Article VIII (Miscellaneous) shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement pursuant to Section 9.01, this Agreement shall forthwith become void and void, there shall be no liability under this Agreement on the part of Parent, Merger Sub, the Company or the Sole Shareholder or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6all rights and obligations of each party hereto shall cease; provided, and the last sentence of Section 6.1however, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement by either the Company or Parent as provided in Section 7.1, this Agreement shall will forthwith become void and there shall be have no effect, without any liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, other than the Parent and Buyer) their respective officers or directorsprovisions of Confidentiality Agreement, except for Sections 6.4 and 13.6the proviso to the first sentence of Section 5.3(a), and the last sentence of Section 6.15.13, this Section 7.2, Section 7.3, and Article VIII, which provisions shall remain in full force and effectsurvive such termination; provided, and except however, that nothing herein shall will relieve any party from any liability for a any willful and material breach by such party of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 9.1, this Agreement shall forthwith become void terminate and there shall be no liability hereunder on the part of any of the parties hereto or (in the case of the Company, Parent or Merger Sub; provided, this Section 9.2, Section 9.3 (Fees and Expenses); and Article IX shall survive the Parent termination and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effecteffect and; provided, further, that each party shall remain liable for any willful or intentional breaches of such party’s covenants, representations and except that nothing herein shall relieve any party from liability for a warranties hereunder which breach of this Agreement or inaccuracy occurred prior to the termination hereofof this Agreement.

Effect of Termination. In the event of termination of this AgreementAgreement by either the Seller Parent or the Purchaser Parent as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directorsParty to any other Party under this Agreement, except for Sections 6.4 that the provisions of this Section 8.2 and 13.6, and the last sentence of Section 6.1, which Article XI shall remain continue in full force and effect, effect and except that nothing herein shall relieve any party Party from liability for a any breach of this Agreement prior to the termination hereofbefore such termination.

Effect of Termination. In the event of termination of this AgreementAgreement pursuant to Section 8.01, this Agreement shall forthwith become void and there shall be no liability under this Agreement on the part of Parent, Merger Sub or the Company or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directorsdirectors and all rights and obligations of each party hereto shall cease, except for (a) as provided in Sections 6.4 8.05 and 13.6, 9.01 and the last sentence of Section 6.1, which shall remain in full force and effect, and except that (b) nothing herein shall relieve any party from liability for a any willful breach of any representation, warranty, covenant or other agreement in this Agreement occurring prior to the termination hereoftermination.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 7.02, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Purchaser or Seller, or their respective officers, directors or stockholders, provided that each party shall remain liable for any breaches of the parties hereto or (in the case of the Companythis Agreement prior to its termination; and provided further that, the Parent provisions of Sections 5.04, 5.12 and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence this Article VII of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. (a) In the event of termination of this AgreementAgreement as provided in Section 9.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Sub, the Company or the Shareholders or their respective officers, directors or Shareholders, except to the extent that such termination results from the breach by a party hereto of any of the parties hereto its representations, warranties, covenants or (agreements set forth in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6, and the last sentence of Section 6.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of If this AgreementAgreement is terminated pursuant to Section 8.1, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) Parent, Merger Sub or their respective officers Subsidiaries or directorsaffiliates, except for Sections 6.4 that (i) Section 6.2(b), (ii) this Section 8.2, (iii) Section 8.3 and 13.6, and (iv) Article 9 will survive the last sentence of Section 6.1, which shall remain in full force and effecttermination hereof, and except that as provided in Section 9.5(b) and Section 9.5(c), nothing herein shall relieve any party from liability for a willful breach of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Buyer or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsstockholders, except provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 6.4 and 13.65.2, 5.3, 5.4, this Section 8.2, and the last sentence Section 10.2 of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsshareholders, except provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that the provisions of Sections 6.4 5.2, 5.3, 5.12 and 13.6, -------- ------- 8.2 and the last sentence Article IX of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsstockholders, except provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 6.4 5.2, 5.3, 5.4, Article VII and 13.6, and the last sentence Article VIII of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of --------------------- this AgreementAgreement by either Parent or the Company pursuant to the provisions of Section 7.01, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of any of the parties hereto or (in the case of the Company, the Parent and Buyer) Parent, Merger Subsidiary or their respective officers or directorsdirectors (except as set forth in this Section 8.01, except for Sections 6.4 and 13.6, and in the last second sentence of Section 6.15.04 and in Section 5.11, all of which shall remain survive the termination). Nothing in full force and effect, and except that nothing herein this Section 8.01 shall relieve any party from liability for a any breach of any covenant or agreement of such party contained in this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of a valid termination of this AgreementAgreement as provided in SECTION 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsshareholders or Affiliates or Associates; PROVIDED, except HOWEVER, that each party shall remain liable for Sections 6.4 any breaches of this Agreement prior to its termination; and 13.6PROVIDED FURTHER that, and the last sentence provisions of Section 6.1SECTIONS 5.4, which 5.5, 8.2 AND ARTICLE 9 of this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and and, except as set forth in Section 8.3 or 8.4, there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsstockholders, except provided that each party shall remain liable for any breaches of this Agreement before its termination; and provided further that, the provisions of Sections 6.4 5.4 and 13.6, 5.5 and the last sentence Articles VIII and IX of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement --------------------- as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto Parent, Merger Sub or (in the case of the Company, the Parent and Buyer) or their respective officers officers, directors or directorsshareholders, except for provided that, the provisions of Sections 6.4 5.3 and 13.6, 5.4 and the last sentence Article IX of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In the event of termination of this AgreementAgreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the CompanyParent, Merger Sub, the Parent and Buyer) Company or their respective officers or officers, directors, except members or stockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 6.4 5.3 and 13.6, 5.4 and the last sentence Article VIII of Section 6.1, which this Agreement shall remain in full force and effect, effect and except that nothing herein shall relieve survive any party from liability for a breach termination of this Agreement prior to the termination hereofAgreement.

Effect of Termination. In Except as provided in Section 9.01, in the event of termination of this Agreementtermination, this Agreement shall forthwith become void and void, there shall be no liability under this Agreement on the part of Parent, the Subsidiary or the Company or any of the parties hereto or (in the case of the Company, the Parent and Buyer) their respective officers or directors, except for Sections 6.4 and 13.6all rights and obligations of each party hereto shall cease, and the last sentence of Section 6.1provided, which shall remain in full force and effecthowever, and except that nothing herein shall relieve any party from liability for a the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to the termination hereofAgreement.