Common use of Effect of Termination Clause in Contracts

Effect of Termination. If this Agreement is terminated in accordance with Section 8.1, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.112.1, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of an party hereto or such party's officers, directors, employees or representatives, except (i) that the agreements contained in Sections 8.3, 12.8 and 12.13 hereof shall survive the termination hereof and (ii) nothing herein shall relieve any party hereto (or from liability for any breach of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If this Agreement is terminated in accordance with Section 8.1the foregoing provisions of this Section, this Agreement shall forthwith become null and void and of no further force or effect with and no liability to Party shall have any Person on further obligations hereunder except as provided in Sections 7.4, 7.5, 7.7 and this paragraph 8.2.4 and the part Confidentiality Agreement and as otherwise expressly contemplated hereby, and provided that neither the termination of any party hereto (this Agreement nor anything contained in Section 7.4 or any of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;relieve any Party from any liability for any wilful breach by it of this Agreement.

Effect of Termination. If In the event of termination and abandonment of this Agreement is terminated in accordance with pursuant to Section 8.111.1, this Agreement shall forthwith become null and void and of have no further force or effect with no without any liability to any Person on the part of any party Party hereto (other than for any prior breaches, as to which the Parties will remain liable and/or to which the other Party shall be entitled to all rights and remedies available under Law or any of its representatives or Affiliates), except that:equity. The terms and provisions of Section 7.6, this 11.2 and Section 8.2 and Article X 12.4 shall survive and remain in full force and effect;any termination of this Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated in accordance with pursuant to Section 8.18.01, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person under this Agreement on the part of any party hereto (or Party except that nothing herein shall relieve any Party from liability for any Willful Breach of its representatives or Affiliates), except that:The this Agreement that occurred before such termination and the terms and provisions of Section 7.6, this Section 8.2 8.02, Section 5.06 (Confidentiality) and Article X IX (Miscellaneous) shall survive and remain in full force and effect;any such termination.

Effect of Termination. If this Agreement is terminated in accordance with as permitted by Section 8.112.01, this Agreement such termination shall become null and void and be without liability of no further force or effect with no liability to any Person on the part of any either party hereto (or any stockholder, director, officer, employee, agent, consultant or representative of its representatives or Affiliates), except that:such party) to the other party to this Agreement; provided that nothing herein shall relieve any party from liability for any willful and material breach hereof. The terms and provisions of Section 7.66.01, this Section 8.2 7.13, 12.01, 13.02, 13.03, 13.04, 13.05, 13.06, 13.07 and Article X 13.08 shall survive and remain in full force and effect;any termination hereof pursuant to Section 11.01.

Effect of Termination. If In the event of termination of this Agreement is terminated by any party hereto as provided in accordance with Section 8.1this Article VII, this Agreement shall forthwith become null and void and of there shall be no further force or effect with no liability to any Person obligation on the part of any party hereto or their respective officers or directors (except as set forth in this Section 8.5 and in Sections 4.1 and 4.7 which shall survive the termination). Nothing in this Section 8.5 shall relieve any party from liability for any breach or any failure of its representatives or Affiliates), except that:The terms and observance of the provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with Section 8.1pursuant to Article VII, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (or any of its representatives directors, officers, stockholders or Affiliates)Affiliates except (i) as set forth in Article VII and Section 7.1 hereof, and (ii) that, except that:The terms and provisions of as otherwise provided in Article VII, nothing herein shall relieve any party from liability for any breach by such party except as set forth in Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;7.3 hereof.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.112.1, this Agreement shall forthwith become null and void and of have no further force or effect with no effect, without any liability to any Person on the part of any party hereto (or its respective Affiliates, officers, directors or shareholders, other than liability of the Company, any Acquiror Party or any Seller, as the case may be, for any willful and material breach of its representatives or Affiliates)this Agreement occurring prior to such termination, except that:The terms and that the provisions of Section 7.610.4, Section 10.5, Section 10.6, this Section 8.2 12.2 and Article X XIII shall survive and remain in full force and effect;any termination of this Agreement.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.1, this Agreement shall will immediately become null and void and of have no further force or effect with effect, and no liability Party will have any Liability to any Person on other Party; provided, however, that (a) the part of any party hereto (or any of its representatives or Affiliates), except that:The terms and provisions first sentence of Section 7.66.3(a), this Section 8.2 8.2, and Article ARTICLE X shall will survive such termination and remain in full force and effect;(b) no such termination will relieve any Party from Liability for any fraud, intentional misrepresentation, or intentional or willful breach of this Agreement by such Party prior to such termination.

Effect of Termination. If any Party terminates this Agreement is terminated in accordance with pursuant to Section 8.17.1, (a) this Agreement shall become null and be void and of no further force or effect with no liability and effect, (b) the 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 Person on the part of any party hereto (or any of its representatives or Affiliates)other Party, except that:The terms for any Liability with respect to any breach of this Agreement prior to such termination and provisions of Section 7.6, except for this Section 8.2 7.2 and Article X 9, which shall survive and remain in full force and effect;the termination of this Agreement. INDEMNIFICATION

Effect of Termination. If this Agreement is terminated in accordance with Section 8.1pursuant to Article 9.1, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto Party (or its Affiliates or any of its representatives or Affiliates)Representatives) to the other Party; provided, except that:The terms and however, that nothing herein shall relieve any Party from liability for any breach hereof prior to such termination; provided, further, that the provisions of Section 7.6Articles 1, this Section 8.2 8, 9 and Article X 10 shall survive and remain in full force and effect;any termination of this Agreement.

Effect of Termination. If Upon termination of this Agreement is terminated in accordance with Section 8.1pursuant to this Article VII, this Agreement shall forthwith become null and void and of there shall be no further force obligations or effect with no liability to any Person liabilities on the part of any party hereto (or any of its representatives or Affiliatesthe Parties; provided, that, Section 2.2(b)(iii), except that:The terms Section 2.3(b)(ii), Section 5.9, Section 8.1, Section 8.3 through Section 8.9, Section 8.11 and provisions of Section 7.6, this Section 8.2 and Article X 8.13 shall survive and remain the termination of this Agreement; provided further that nothing set forth in full force and effect;this Agreement shall relieve any Party from liability for any breach of this Agreement occurring prior to such termination.

Effect of Termination. If a Party terminates this Agreement is terminated in accordance with under Section 8.119.1, then this Agreement shall become null and void and of have no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)effect, except that:The terms that the agreements contained in these Articles 15, 19, and provisions of Section 7.6, 20.13 and 20.14 shall survive the termination hereof. Nothing in this Section 8.2 and Article X 19.2 shall survive and remain in full force and effect;relieve either Party from liability as a result of a willful breach of this Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated as provided in accordance with Section 8.1, this Agreement shall forthwith become null and void and of there shall be no further force or effect with no liability to any Person Liability on the part of any party hereto either Party except: (or any of its representatives or Affiliatesa) as set forth in Section 8.2, (b) Section 7.4 (Confidentiality), except that:The terms Section 10.4 (Governing Law) and provisions of Section 7.6, this Section 8.2 and Article X 10.14 (Expenses) shall survive termination, and remain in full force and effect;(c) nothing herein shall relieve any Party from Liability or damages incurred or suffered by a Party as a result of fraud by another Party.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.110.01, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)hereto, except that:The terms and provisions of Section 7.6, that (a) the agreements contained in this Section 8.2 10.02 and Article X in Section 11.04 and in the Confidentiality Agreement shall survive the termination hereof and remain in full force and effect;(b) no such termination shall relieve any party of any liability or damages resulting from any willful breach by that party of this Agreement.

Effect of Termination. If any Party terminates this Agreement is terminated in accordance with pursuant to Section 8.19.1 above, this Agreement shall forthwith become null and void and have no effect and all rights and obligations of no further force or effect with no the Parties hereunder shall terminate without any liability of any Party to any Person on other Party; provided, however, that (a) the part of any party hereto (or any of its representatives or Affiliates), except that:The terms and provisions of Section 7.67.10(b), this Section 8.2 9.2 and Article X shall survive any such termination and remain (b) no such termination shall relieve any Party from any liability or damages resulting from any fraud or willful material breach of any of its covenants, obligations or agreements set forth in full force and effect;this Agreement.

Effect of Termination. 8.2.1 If any Party terminates this Agreement is terminated in accordance with pursuant to Section 8.1, (a) this Agreement shall become null and be void and of no further force or effect with no liability and effect, (b) the 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 Person on the part of any party hereto (other Party, their respective Affiliates or any of its representatives their respective directors, officers or Affiliates)shareholders, except that:The terms for any Liability with respect to any breach of this Agreement prior to such termination and provisions of Section 7.6, except for this Section 8.2 8.2, Section 6.3 and Article X 11, which shall survive and remain in full force and effect;the termination of this Agreement.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.111.01, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)hereto, except that termination of this Agreement shall be without prejudice to any rights any party may have hereunder against any other party for breach of this Agreement; PROVIDED that:, in the event of any such termination, no party shall under any circumstances have any monetary liability to any other party based upon a breach of any representation or warranty contained herein. The terms agreements contained in Sections 7.04, 7.08, 8.02, 11.02, 11.03, 12.04 and provisions of Section 7.6, this Section 8.2 and Article X 12.06 shall survive and remain in full force and effect;the termination hereof.

Effect of Termination. If The party desiring to terminate this Agreement will give written notice of such termination to the other party. Except for any material breach of this Agreement by any party hereto (which breach and liability therefore will not be affected by the termination of this Agreement or the payment of any Reimbursable Expenses (as defined in Section 8.3 hereof)), if this Agreement is terminated in accordance with pursuant to Section 8.18.1 hereof, this Agreement shall will become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)hereto; provided, except that:The terms and provisions of Section 7.6however, this Section 8.2 that notwithstanding such termination the agreements contained in Sections 8.2, 8.3, 8.4 and Article X shall 9 hereof will survive and remain in full force and effect;the termination hereof.

Effect of Termination. If Except as provided in Sections 6.1 and 8.5, in the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.1, this Agreement shall forthwith become null and void and of no further force or effect with void, there shall be no liability to any Person on the part of any party hereto (Party, or any of their respective officers or directors, to the other and all rights and obligations of any Party shall cease; provided, however, that such termination shall not relieve any Party from liability for the breach of any of its representatives representations, warranties, covenants or Affiliates), except that:The terms and provisions of Section 7.6, agreements set forth in this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If this Agreement is terminated and the Transactions are abandoned as described in accordance with Section 8.17.01, this Agreement shall become null and void and of no further force or effect with no liability and effect, except for the provisions of Article VIII and this Section 7.02. Nothing in this Section 7.02 shall be deemed to any Person on the part of release any party hereto (or from any liability for any breach by such party of its representatives or Affiliates), except that:The the terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement.

Effect of Termination. If Except as otherwise set forth in this Section 11.2 and except for the second sentence of Section 14.12, in the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.111.1, this Agreement shall forthwith become null and void and of have no further force or effect with no effect, without any liability to any Person on the part of any party hereto (Party or its Affiliates, officers, directors, members or stockholders, other than liability of a Party for any Willful Breach of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement by such Party occurring prior to such termination.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.112.01, this Agreement shall become null and void and of no further force or effect with no effect, without liability to any Person on the part of any party hereto Party (or any stockholder, director, officer, employee, agent, consultant or representative of its representatives or Affiliates), except that:such Party) to the other Parties hereto. The terms and provisions of Section 7.6, this Section 8.2 12.02 and Article X Sections 13.05, 13.06, 13.07, 13.08 and 13.09 shall survive and remain in full force and effect;any termination pursuant to Section 12.01.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.17.1, this Agreement Agreement, subject to Section 10.2(a) and 10.3, shall become null and void and of no further force or effect with no without liability of any Party to any Person on the part other Party to this Agreement except that no Party shall be relieved of any party hereto (or liability for any Wilful Breach by it of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.110.1, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person or obligation on the part of any party hereto (or any of its representatives or Affiliates)hereto, except that:The terms and that the provisions of Section 7.6, this Section 8.2 Sections 8.4 and Article X 12.11 shall not be extinguished but shall survive such termination, and remain nothing herein shall relieve any party from liability for any breach hereof and each party shall be entitled to any remedies at law or in full force and effect;equity for such breach.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.17.1, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (or any of its representatives affiliates, directors, officers or Affiliates), stockholders except that:The terms (i) as set forth in Section 7.3 and provisions the last sentence of Section 7.68.1 hereof, this Section 8.2 and Article X (ii) nothing herein shall survive and remain in full force and effect;relieve any party from liability for any willful breach hereof. 7.3

Effect of Termination. If In the event of the termination of this Agreement is terminated as provided in accordance with Section 8.17.01, except as provided in Section 8.01, this Agreement shall forthwith become null and void and of have no further force or effect with effect, and there shall be no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)Party, except that:The terms and for the provisions of Section 7.6, this Section 8.2 7.02, Section 7.03 and Article X VIII, each of which shall survive and remain in full force and effect;; provided, however, that no Party shall be relieved or released from any liability or damages arising from a willful and material breach of any provision of this Agreement.

Effect of Termination. If Subject to Section 7.03, if this Agreement is terminated in accordance with as permitted by Section 8.17.01, this Agreement such termination shall become null and void and of no further force or effect with no be without liability to any Person on the part of any party hereto (or any stockholder, director, officer, employee, agent, consultant or representative of its representatives such party) to any other party to this Agreement; provided that if such termination shall result from the willful and material breach by any party hereto of any representation or Affiliates)warranty or covenant or other agreement contained herein, except that:The terms such party shall be fully liable for any and provisions all losses incurred or suffered by any other party as a result of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;such failure or breach.

Effect of Termination. If this Agreement is terminated as provided in accordance with Section 8.1this Article 7, no party to this Agreement shall become null and void and of no will have any liability or further force or effect with no liability obligation to any Person on the part other party to this Agreement, except as provided in Sections 4.1(b), 8.10, 8.11, 8.13, and 8.14 and except that termination of this Agreement will not affect any liability of any party hereto (for any breach of this Agreement prior to termination, or any breach at any time of its representatives or Affiliates), except that:The terms and the provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;hereof surviving termination.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.17.1, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (or any of its representatives affiliates, directors, officers or Affiliates)stockholders except (i) as set forth in Section 7.3 and Section 8.1 hereof, except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X (ii) nothing herein shall survive and remain in full force and effect;relieve any party from liability for any willful breach hereof prior to such termination.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.1, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of an party hereto or such party's officers, directors, employees or representatives, except (i) that the agreements contained in Sections 6.4, 8.8 and 8.13 hereof shall survive the termination hereof and (ii) nothing herein shall relieve any party hereto (or from liability for any breach of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If this Agreement is terminated in accordance with Section 8.112.2 above, this Agreement shall become be null and void and of have no further force or effect and neither Party shall have any further rights or obligations under this Agreement, except as otherwise provided in the remaining provisions of this Section 12.3 or in Sections 13.1, 14.3, and 14.4. In the event that the Parties mutually agree to terminate this Agreement in accordance with no liability to any Person on the part of any party hereto Section 12.2 (or any of its representatives or Affiliatesa), except that:The terms the Deposits shall be returned to the Party making the Deposit. Otherwise, the Deposits shall be paid and provisions of disbursed in accordance with Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;12.1 above.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.110.01, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto (or any stockholder, director, officer, employee, agent, consultant or Representative of its representatives or Affiliates)such party) to the other party hereto, except that:The terms and provisions of as set forth in Section 7.67.04 (Confidentiality), this Section 8.2 10.02 and Article X 11 (Miscellaneous), including, without limitation, Section 11.04 (Expenses); provided that such termination shall survive and remain in full force and effect;not relieve any party from any liability for any willful or knowing breach of this Agreement.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.19.01, then this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto (or any Representative, stockholder or Affiliate of its representatives or Affiliates)such party) to the other party hereto; provided that: (a) neither the Company nor Parent shall be relieved of any intentional breach by such party of any provision of this Agreement; and (b) the parties shall, except that:The terms in all events, remain bound by and continue to be subject to the provisions of set forth in Section 7.6, this Section 8.2 7.03 and Article X 10, which shall survive and remain in full force and effect;any termination of this Agreement.

Effect of Termination. If this Agreement is terminated as provided in accordance with Section 8.17.1, this Agreement shall become null and void and of no further force or effect with there shall be no liability to any Person or further obligation on the part of any party hereto (or any of its representatives their respective shareholders, officers or Affiliates)directors, except that:The terms (a) that nothing herein and no termination pursuant hereto will relieve any party from liability for any breach of this Agreement and (b) the provisions of Section 7.6, this Section 8.2 and Article X shall any confidentiality agreements between or among the parties hereto will survive and remain in full force and effect;such termination.

Effect of Termination. If In the event of the termination of --------------------- this Agreement is terminated in accordance with pursuant to Section 8.18.01, this Agreement shall forthwith become null and ------------ void and of have no further force or effect with no effect, without any liability to any Person on the part of any party hereto (or any its directors, officers or stockholders, other than the last two sentences of its representatives or Affiliates)Section 6.02, except that:The terms and the provisions of Section 7.66.08, this Section 8.2 8.02, Section 8.03 ------------ ------------ ------------ ------------ and Article X Section 8.04, which shall survive and remain any such termination. Nothing contained ------------ in full force and effect;this Section 8.02 shall relieve any party from liability for any breach of ------------ this Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated by any party as provided in accordance with Section 8.1, this Agreement shall forthwith become null and void and have no effect except (a) Sections 8.2, 8.3 and 9.1 shall survive any termination of this Agreement and (b) that notwithstanding anything to the contrary contained in this Agreement (except Section 9.1(d)), no further force party shall be relieved or effect with no liability to released from any Person on the part liabilities or damages arising out of its willful breach of any party hereto (or any provision of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.111.01, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (or any of its representatives affiliates, directors, officers or Affiliates), shareholders except that:The terms and the provisions of Section 7.612.04 shall survive. Notwithstanding the foregoing, this Section 8.2 and Article X nothing contained herein shall survive and remain in full force and effect;relieve any party from liability for any breach hereof.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to --------------------- Section 8.1, this Agreement shall become null and void and of no further force or effect with no liability to any Person ----------- on the part of any party hereto (or any of its representatives or Affiliates)hereto, except that:The terms for fraud and provisions for willful breach of Section 7.6a material obligation contained herein and except that the agreements contained in Sections 6.3, 8.3 and this Section 8.2 and Article X shall survive and remain in full force and effect;the termination hereof. ------------ ---- -----------

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.110.01, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or hereto, except that termination of this Agreement shall be without prejudice to any rights any party may have hereunder against any other party for wilful breach of its representatives or Affiliatesthis Agreement. The agreements contained in Sections 6.03(b), except that:The terms 7.01, 7.03, 10.02, 11.04, 11.06, 11.07 and provisions of Section 7.6, this Section 8.2 and Article X 11.09 shall survive and remain in full force and effect;the termination hereof.

Effect of Termination. If In the event of termination of this Agreement is terminated as provided in accordance with Section 8.111.1, this Agreement shall forthwith become null and void and of no further force or effect with no liability to any Person on the part of void; provided, however, that such termination shall not relieve any party hereto (or any of its representatives obligations under Section 8.3, Section 13.9 and Section 13.15 nor relieve any party from liability for any breach hereof. Upon any termination of this Agreement, each party hereto will return all documents, work papers and other material of the other party relating to the transactions contemplated hereby and all copies of such materials, whether so obtained before or Affiliates)after the execution hereof, except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;to the party furnishing the same.

Effect of Termination. If In the event of the termination of this Agreement is terminated as provided in accordance with Section 8.19.01, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)Party, except that:The that the confidentiality provisions of the Term Sheet, Section 7.01(b) and this Section 9.03 shall survive such termination; provided, however, that nothing in this Agreement shall relieve a Party from liability for (i) any breach by such Party of the terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement prior to such termination or (ii) fraud.

Effect of Termination. If this Agreement is terminated in accordance with Section 8.1pursuant to Article 11.1, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto Party (or its Affiliates or any of its representatives or Affiliates)Representatives) to the other Party; provided, except that:The terms and provisions of Section 7.6however, this Section 8.2 and Article X that nothing herein shall survive and remain in full force and effect;relieve any Party from liability for any breach hereof prior to such termination.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.110.01, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)except as set forth herein, and except that:, subject to Section 10.03 below, termination of this Agreement shall be without prejudice to any rights any party may have hereunder against any other party for wilful breach of this Agreement. The terms agreements contained in Sections 6.04, 7.01, 10.02, 10.03, 11.04 and provisions of Section 7.6, this Section 8.2 and Article X 11.06 shall survive and remain in full force and effect;the termination hereof.

Effect of Termination. If In the event of termination of this Agreement is terminated in accordance with Section 8.1, this Agreement shall forthwith become null and void and of there shall be no further force or effect with no liability to any Person Liability on the part of any party hereto (Party to any other Party, Affiliates, directors or any of its representatives or Affiliates)officers under this Agreement, except that:The terms and that (i) the provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain continue in full force and effect;effect and (ii) nothing herein shall relieve any Party from Liability for any breach of this Agreement prior to such termination.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.110.01 hereof, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto (or any stockholder, member, manager, director, officer, employee, agent, consultant or representative of its representatives or Affiliates), except that:such party) to the other parties hereto. The terms and provisions of Section 7.6Sections 7.05, this Section 8.2 11.06 and Article X 11.07 shall survive and remain in full force and effect;any termination hereof pursuant to Section 10.01.

Effect of Termination. If Upon termination of this Agreement is terminated in accordance with pursuant to Section 8.112.1 or Section 12.2, this Agreement shall become null and void and will be of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;, and no Sections of this Agreement will survive such termination. Notwithstanding the foregoing, the Parties will return all materials received under this Agreement to the Party providing such materials.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.111.01, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (or any of its representatives affiliates, directors, officers or Affiliates), Shareholders except that:The terms and the provisions of Section 7.6, this Section 8.2 and Article X 12.05 shall survive and remain in full force and effect;nothing herein shall relieve any party from liability for any breach hereof.

Effect of Termination. If In the event of any termination of this Agreement is terminated pursuant to Section 7.1, the parties hereto shall have no obligation or liability to any other party hereto except the provisions of this Section and Sections 8.5, 8.6, 8.8, 8.9, 8.10, 8.11 and 8.12 hereof shall survive any such termination and, except as provided in accordance this Section 7.2, all documents executed in connection with Section 8.1, this Agreement shall become be null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;void.

Effect of Termination. If In the event of termination of this Agreement is terminated by either FNB or YDKN as provided in accordance with Section 8.1, this Agreement shall forthwith become null and void and have no effect except (i) Sections 6.2(b), 6.11(f)-(h), 8.2, 9.3 and 9.8 shall survive any termination of this Agreement and (ii) notwithstanding anything to the contrary contained in this Agreement, no further force party shall be relieved or effect with no released from any liability to any Person on the part or damages arising out of its fraud or willful breach of any party hereto (or any of its representatives or Affiliates), except that:The terms and the provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If In the event of the termination and abandonment of this Agreement is terminated in accordance with Section 8.1and the Merger, this Agreement shall thereafter become null and void and of have no further force or effect with effect, and no party hereto shall have any liability to any Person on the part of any other party hereto (or any of its representatives stockholders or Affiliates)directors or officers in respect thereof, except that:The terms for the obligations of CBRL in Section 7.6 hereof and provisions the obligations of the parties hereto in Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;7.7 hereof.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with Section 8.19.1, this Agreement shall thereafter become null and void and of have no further force effect, and no Party hereto shall have any Liability to the other Party hereto or effect with no liability to any Person on the part of any party hereto (their respective Affiliates, directors, officers or any of its representatives or Affiliates)employees, except that:The terms and provisions for the obligations of Section 7.6, the Parties hereto contained in this Section 8.2 9.2 and Article X shall survive and remain except that nothing herein will relieve any Party from Liability for any material breach of any covenant set forth in full force and effect;this Agreement prior to such termination.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.110.01, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto (or any stockholder, director, officer, employee, agent, consultant or representative of its representatives or Affiliates), except such party) to the other party hereto; provided that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.17.1, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (or any of its representatives affiliates, directors, officers or Affiliates)stockholders except (i) as set forth in Sections 7.3, except that:The terms 8.2, 8.3, 8.5, 8.12 and provisions of Section 7.68.14 hereof, this Section 8.2 and Article X (ii) nothing herein shall survive and remain in full force and effect;relieve any party from liability for any breach hereof prior to such termination.

Effect of Termination. If this Agreement is terminated in accordance with Section 8.1pursuant to Sections 14(a)(i) or 14(a)(ii), this Agreement shall become null be terminated and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (or of the Parties except as specified in Sections 8(d). Notwithstanding the foregoing, nothing herein shall relieve any Party from liability for the Party’s breach of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated as provided in accordance with Section 8.112.1, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of either Party, provided, however, that Sections 13.1, 14.2, 14.9 and 14.11 hereof shall survive any party hereto termination. No Party shall be permitted any rights to terminate this Agreement (or refuse or refrain to close due to the non-performance of a closing condition hereunder) and pursue a liability claim against any of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;other Party hereto.

Effect of Termination. If In the event of termination of this Agreement is terminated in accordance with pursuant to Section 8.17.1, this Agreement shall forthwith become null and void and of no further force or effect with void, there shall be no liability to any Person on the part of any party hereto (party, or any of its representatives respective stockholders, partners, officers or Affiliates)directors, to the other and all rights and obligations of each party shall cease; except that:The terms and provisions that such termination shall not relieve any party from liability for any misrepresentation or breach of Section 7.6any of its warranties, covenants or agreements set forth in this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.110.01, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)hereto, except that:The terms that the agreements contained in Sections 7.01 and provisions of Section 7.6, this Section 8.2 and Article X 10.03 shall survive the termination hereof, and remain in full force and effect;except that no such termination shall relieve any party from liability for willful breach of this Agreement or willful failure by such party to perform its obligations hereunder.

Effect of Termination. If In the event of termination of this Agreement is terminated by any Party as provided in accordance with Section 8.112.1, this Agreement shall forthwith become null and void and have no effect except that (a) this Section 12.2 and Sections 12.3, 12.4 and Article 13 shall survive any termination of this Agreement and (b) notwithstanding anything to the contrary contained in this Agreement, no further force Party shall be relieved or effect with no liability to released from any Person on the part liabilities or damages arising out of its breach of any party hereto (or any provision of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement prior to such termination.

Effect of Termination. If this Agreement is terminated in accordance with Section 8.1pursuant to the provisions of this Article 12, this Agreement shall become null and void and of have no effect, and there shall be no further force or effect with no liability to any Person on the part of any party hereto (or Party to any person in respect of its representatives or Affiliates)this Agreement; provided, however, the covenants and agreements contained in Article 15 and in this Section 12.3 shall survive the termination of this Agreement; and provided further, except that:The terms and provisions as otherwise provided in this Agreement, no such termination shall relieve any Party of Section 7.6, any liability resulting from any breach of this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement prior to the time of such termination.

Effect of Termination. If this Agreement is terminated in accordance with Section 8.1In the event of a termination under SECTION 6.1 hereof, this Agreement shall become null and void and of have no further force or effect with effect, and, except as set forth below, there shall be no liability to any Person on the part of any party hereto (or any of its representatives such party's directors, officers, employees or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X agents to any other party; PROVIDED that the obligations set forth in SECTION 8.8 shall survive the termination of this Agreement; and remain in full force and effect;PROVIDED, FURTHER, that a termination under SECTION 6.1 shall not relieve any party of any liability for any breach of this Agreement.

Effect of Termination. If this Agreement is terminated and the transactions contemplated hereby are abandoned in accordance with Section 8.17.01, this Agreement shall become null and void and of no further force or and effect with (other than Section 5.03, this Section 7.02, and ARTICLE VIII, each of which shall survive the termination of this Agreement and be enforceable by the Parties), and there shall be no liability to any Person or obligation on the part of any party hereto (or any Party to the other Party. Nothing in this ARTICLE VII shall be deemed to impair the right of either Party to compel specific performance by the other Party of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, obligations under this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated as provided in accordance with Section 8.111.1, this Agreement shall terminate and become null and void and of have no further force effect, without any liability or effect with no liability to any Person obligation on the part of any party Party hereto (or any of its representatives their respective Affiliates or Affiliates)Representatives in respect thereof, except that:The terms and provisions of (a) as set forth in Section 7.69.7, this Section 8.2 11.3, and Article X XIII, each of which shall survive the termination of this Agreement, and remain in full force and effect;(b) that nothing herein will relieve any Party from liability for any fraud or intentional misconduct with respect to this Agreement.

Effect of Termination. If this Agreement is terminated in accordance with Section 8.1pursuant to ‎Section 10.01, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto (or any shareholder, director, officer, employee, agent, consultant or representative of its representatives or Affiliates), except that:such party) to the other party hereto. The terms and provisions of Section 7.6this ‎Section 10.02 and Sections ‎8.06, this Section 8.2 ‎11.04, ‎11.06, and Article X ‎11.07 shall survive and remain in full force and effect;any termination hereof pursuant to ‎Section 10.01.

Effect of Termination. If (a) In the event of the termination of this Agreement is terminated in accordance with Section 8.1Article VIII, this Agreement shall thereafter become null and void and of have no further force or effect with effect, and no liability to any Person on the part of any party hereto (shall have any Liability to the other party hereto or any of its representatives their respective Affiliates, or Affiliates)their respective directors, officers or employees, except that:The terms and provisions for the obligations of the parties hereto contained in this Section 8.5, the last sentence of Section 7.65.22 and in Sections 9.1, this Section 8.2 and Article X shall survive and remain in full force and effect;130

Effect of Termination. If Except as provided in Section 9.04, if this Agreement is terminated in accordance with terminated, neither Party will have any further liability or obligation under this Agreement; provided, however, that termination will not relieve a Party from any liability for any breach by it occurring prior to termination; and provided further, that Section 8.1, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates), except that:The terms and provisions of Section 7.67.07, this Section 8.2 9.03 and Article X shall (other than Section 10.09) will survive and remain in full force and effect;any termination of this Agreement.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.110.01, this Agreement shall forthwith become null and void and the Mergers shall be abandoned, except for and subject to the following: (i) Section 7.03 and Article XI shall survive termination of no further force or effect with this Agreement, and (ii) there shall be no liability to any Person under this Agreement on the part of any party hereto (or any of its representatives or Affiliates)Party, except that:The terms and provisions of Section 7.6, as set forth in this Section 8.2 10.02, Article XI, and any corresponding definitions set forth in Article X shall survive and remain I, or in full force and effect;the case of termination subsequent to a willful material breach of this Agreement by a Party.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.117.1, this Agreement shall will forthwith become null and void void, and of no further force or effect with there will be no liability to any Person or obligation on the part of any party hereto (or any of its their respective officers, directors, employees, agents or other representatives or Affiliates), except that:The terms that the provisions with respect to the expenses in Article XVI hereof and provisions of Section 7.6, this Section 8.2 public announcements and Article X shall survive confidentiality in Sections 19.14 and remain in full force and effect;19.15 hereof will continue to apply following any such termination.”

Effect of Termination. (1) If this Agreement is terminated in accordance with pursuant to Section 8.17.1, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto Party (or any Representative of its representatives or Affiliatessuch Party) to any other Party to this Agreement; provided, however, (1) Section 4.5(3), except that:The terms and provisions of Section 7.64.6, Section 4.12, this Section 8.2 7.2, Section 7.3, Article 8 and Article X the Confidentiality Agreement shall survive any termination of this Agreement; and remain in full force and effect;(2) subject to Section 7.3(7), no Party shall be relieved of any liability for any Willful Breach prior to such termination.

Effect of Termination. If this Agreement is terminated as provided in accordance with Section 8.110.1, this Agreement shall forthwith become null and void and have no effect, except for Section 11.9 and Section 11.12, and except that no party shall be relieved or released from any liabilities or damages arising out of no further force or effect with no liability to any Person on the part party's breach of any party hereto (or any provision of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.110.01, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)hereto, except that:that termination of this Agreement shall be without prejudice to any rights any party may have hereunder against any other party for wilful breach of this Agreement. The terms agreements contained in Sections 6.04, 7.01, 11.04 and provisions of Section 7.6, this Section 8.2 and Article X 11.06 shall survive and remain in full force and effect;the termination hereof.

Effect of Termination. If this Agreement is abandoned or --------------------- terminated as provided in accordance with Section 8.1Sections 8.01, this Agreement 8.02 or 8.03, it shall forthwith become null and wholly void and of no further force or effect with no effect, without liability to any Person on the part of any party hereto (to the other parties, and no party shall have the right to bring or maintain any action hereunder; provided, however, that such abandonment or termination shall not relieve any party of its representatives liability for breach of its obligation to consummate the transactions contemplated by this Agreement upon satisfaction or Affiliates), except that:The terms and provisions waiver of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;the conditions precedent to such obligation.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.17.1, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (or any of its representatives affiliates, directors, officers or Affiliates)stockholders except (i) as set forth in Section 7.3 and Section 8.1 hereof, and (ii) except that:The terms and provisions of as otherwise provided in Section 7.67.3, this Section 8.2 and Article X nothing herein shall survive and remain in full force and effect;relieve any party from liability for any Terminating Breach hereof by such party.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.110.01 hereof, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto (or any stockholder, member, manager, director, officer, employee, agent, consultant or representative of its representatives or Affiliates), except that:such party) to the other party hereto. The terms and provisions of Section 7.6Sections 8.05, this Section 8.2 11.04, 11.06, 11.07 and Article X 11.08 shall survive and remain in full force and effect;any termination hereof pursuant to Section 10.01.

Effect of Termination. (a) If this Agreement is terminated in accordance with pursuant to Section 8.112.1, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (or of the Parties; notwithstanding the foregoing, nothing herein shall relieve any Party from liability for any willful breach hereof; provided that the provisions of its representatives or AffiliatesSections 6.3, 6.5(b), except that:The terms and provisions of Section 7.6, 7.10, 8.2 and this Section 8.2 and Article X 12.2 shall survive and remain in full force and effect;the termination hereof.

Effect of Termination. If this Agreement is validly terminated in accordance with Section 8.1pursuant to the terms hereof, this Agreement shall will forthwith become null and void void, and of no further force or effect with there will be no liability to any Person or obligation on the part of any party hereto either Party (or any of its their respective officers, directors, employees, agents or other representatives or Affiliates), except that:The terms provided, that the provisions with respect to expenses in Section 11.9, the survival of representations and provisions of warranties in Section 7.6, this 11.4 and confidentiality in Section 8.2 will continue to apply following any such termination; and Article X provided further, that if termination is effected pursuant to Section 10.1(a) above, then the terminating Party shall survive and remain in full force and effect;retain the rights provided for therein.

Effect of Termination. If this Agreement is terminated in accordance with Section 8.1, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates), except that:: The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.17.1, this Agreement there shall become null and void and of be no further force or effect with no liability to any Person obligation on the part of any party hereto (or any of its representatives or Affiliates)party, except that:The terms that Sections 4.5, 7.2, 9.1, 9.2 and provisions of Section 7.6, this Section 8.2 and Article X 9.5 shall survive any such termination and remain in full force and effect;nothing shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. If In the event of termination of this Agreement is terminated in accordance with Section 8.1pursuant to SECTION 12.1, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliatesother than SECTION 8.6 (Confidentiality), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X which shall survive and remain in full force and effect;) shall forthwith become null and void, and no party hereto (nor any of their respective affiliates, directors, officers or employees) shall have any liability or further obligation, except as provided in this ARTICLE 12 and in ARTICLE 13; provided, that nothing in this SECTION 12.2 shall relieve any party from liability for any breach of this Agreement.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.1, this Agreement shall will immediately become null and void and of have no further force or effect with no liability effect, and neither Party will have any Liability to any Person on the part of any party hereto other Party; provided, however, that (or any of its representatives or Affiliates), except that:The terms and provisions a) the first sentence of Section 7.66.3(a), this Section 8.2 8.2, and Article ARTICLE X shall will survive such termination and remain in full force and effect;(b) no such termination will relieve either Party from Liability for any fraud, intentional misrepresentation, or intentional or willful breach of this Agreement by such Party prior to such termination.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.18.01, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto (or any Representative of its representatives or Affiliatessuch party) to each other party hereto; provided, however, that the provisions of the last sentence of Section 2.02(c), except that:The terms and provisions of Section 7.66.04(c), this Section 8.2 8.02 and Article X 9 shall survive and remain in full force and effect;any termination hereof pursuant to Section 8.01; provided, further, that nothing herein shall relieve any party hereto from liability for any Intentional Breach of this Agreement prior to such termination.

Effect of Termination. If this Agreement is terminated in accordance with Section 8.1terminated, this Agreement (except for Sections 7.1, 14.2, 14.3 and 14.5 and this Section 10.4, each of which shall become null and void and survive such termination), shall no longer be of no further any force or effect with and there shall be no liability to any Person on the part of any party hereto (or any of its representatives directors, managers, officers, shareholders or Affiliates), members except that:The terms and provisions , in the case of Section 7.6termination under any clause of Sections 10.1 or 10.2 as a result of a material breach or failure to comply by either party, this Section 8.2 and Article X such party shall survive and remain in full force and effect;not be relieved from liability for such breach of failure to comply.

Effect of Termination. If Notwithstanding anything to the contrary in this Agreement, in the event of termination of this Agreement is terminated in accordance with by any Seller Party or Buyer pursuant to Section 8.1, this Agreement shall terminate and become null and void and of have no further force or effect with effect, and there shall be no liability to any Person Liability on the part of any party hereto (or any of its representatives or Affiliates)Party, except that:The terms that no such termination shall relieve any Party hereto from Liability for such Party’s fraud or willful and provisions intentional breach of this Agreement prior to termination of this Agreement; and provided further, that Section 7.65.4(d), this Section 8.2 8.3, and Article X Section 10 shall survive and remain any termination of this Agreement in full force and effect;accordance with their respective terms.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.114.1, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party Party hereto (or any of its representatives Connected Persons) will have any liability or Affiliatesfurther obligation under this Agreement to any other Party to this Agreement, except for (a) any liability that shall have accrued prior to such termination, (b) any liability arising out of any breach of this Agreement prior to such termination and (c) the obligations set forth in Section 15 (Confidentiality) and Section 16 (Miscellaneous), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X which shall survive and remain in full force and effect;termination.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.1, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)hereto, except that:The terms for fraud and provisions for willful breach of Section 7.6a material obligation contained herein and except that the agreements contained in Sections 6.3, this Section 8.2 8.3 and Article X 9.3 shall survive and remain in full force and effect;the termination hereof.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.19, this Agreement shall forthwith become null and void and of there shall be no further force or effect with no liability to any Person continuing obligation on the part of any party hereto (or any of its representatives affiliates, directors, officers or Affiliates), shareholders except that:The terms and the provisions of Section 7.6Sections 11.1 and 11.14 shall survive. Notwithstanding the foregoing, this Section 8.2 and Article X nothing contained herein shall survive and remain in full force and effect;relieve any party from liability for any breach hereof.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.17.1, this Agreement shall forthwith become null and void and of have no further force or effect with no without any liability to any Person on the part of any party hereto (or any of its representatives affiliates, directors, officers or Affiliates), except that:The terms and provisions of Section 7.6, stockholders other than as provided in this Section 8.2 7.2 and Article X Sections 7.3 and 8.1; provided, however, that nothing herein shall survive and remain in full force and effect;relieve any party from any liability for any breach hereof. Nothing set forth herein shall limit any rights any party may have arising out of the intentional fraudulent conduct of any other party hereto.

Effect of Termination. If this Agreement is terminated in accordance with --------------------- pursuant to Section 8.110.1, this Agreement shall become null and void and of have no further force effect without any liability or effect with no liability to any Person obligation on the part of any party hereto hereto, (or a) other than liabilities and obligations under the Confidentiality Agreement and (b) except as provided in Section 11.1(b) and Section 11.3 below and except that no such termination shall relieve any party thereto of its representatives or Affiliates), except that:The terms and provisions any liability for damages resulting from any willful breach by such party of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If this Agreement is terminated in accordance with the foregoing provisions of this Section 8.19.2, this Agreement shall forthwith become null and void and of no further force or effect with no liability effect, provided that such termination is without prejudice to any Person on a Party’s rights to recover damages for the part breach of any party hereto (representation, warranty, covenant or condition contained in this Agreement, and no Party shall have any of its representatives or Affiliates)further obligations hereunder except as provided in Sections 3.2, except that:The terms 4.2, 5.2, 8.3, 8.4, 8.7, 8.8, 10.4, 10.7, 10.8 and provisions of Section 7.6, this Section 8.2 10.9 and Article X shall survive the Confidentiality Agreement and remain in full force and effect;as otherwise expressly contemplated hereby.

Effect of Termination. If In the event of termination of this Agreement is terminated as provided in accordance with Section 8.110.1 and Section 10.2, this Agreement shall will forthwith become null and void and of have no further force or effect with no effect, without any liability to any Person on the part of any Party other than the provisions of this Section 10.3 and Article 12, which provisions survive such termination; provided that nothing herein will relieve any Party from any liability for any material breach by such party hereto (or of any of its representatives representations, warranties, covenants or Affiliatesagreements set forth in this Agreement. (Article 11 follows), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;

Effect of Termination. If In the event of termination of this Agreement is terminated by any of the Parties hereto as provided in accordance with Section 8.115, this Agreement shall will forthwith become null and void and of no further force or effect with there will be no liability to any Person or obligation on the part of any party hereto of the Parties or their respective officers or directors except as provided in the confidentiality covenants set forth in Section 6 (or any of its representatives or Affiliates), except that:The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in full force and effect;a) hereof .

Effect of Termination. If Except as provided in Sections 2.2(a), 2.2(d), --------------------- 6.9 and 8.5, in the event of the termination of this Agreement is terminated in accordance with pursuant to Section 8.1, this Agreement shall forthwith become null and void and of no further force or effect with void, there shall be no liability to any Person on the part of any party hereto (Party, or any of their respective officers or directors, to the other and all rights and obligations of any Party shall cease; provided, however, that such termination will not relieve any Party from liability for the willful breach of any of its representatives representations, warranties, covenants or Affiliates), except that:The terms and provisions of Section 7.6, agreements set forth in this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.17.1, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto (or any Representative of its representatives or Affiliates)such party) to any other party; provided that the parties shall, except that:The terms in all events, remain bound by and continue to be subject to the provisions of set forth in Section 7.6, this Section 8.2 5.9 and Article X IX, which shall survive and remain in full force and effect;any termination of this Agreement.

Effect of Termination. If any party terminates this Agreement is terminated in accordance with Section 8.19.01, this Agreement shall will forthwith become null and void and of no further force party will have any liability or effect with no liability to any Person on the part of any party hereto (or any of its representatives or Affiliates)obligation hereunder, except that:The terms that Sections 4.16, 5.06, and provisions 6.02, the last two sentences of Section 7.67.02, Sections 7.06 and 7.08, this Section 8.2 9.02 and Article X shall Ten will survive any such termination and remain in full force and effect;; provided, however, that nothing herein will relieve any party for liability for any breach by it hereof.

Effect of Termination. If In the event of termination of this Agreement is terminated in accordance with pursuant to Section 8.19.8, this Agreement shall forthwith become null and void and of no further force or effect with there shall be no liability to any Person on the part of any party hereto (Party, or any of its representatives or Party’s Affiliates), with respect to this Agreement, except that:that such a termination shall not preclude any party from suing any other party for breach of this Agreement. The terms and provisions of Section 7.6, this Section 8.2 and Article X following Sections shall survive any termination of this Agreement: Section 1, Section 7.1, Section 7.2, Section 7.3 and Section 9.2 which shall remain in full force and effect;.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.18.01, this Agreement shall become null and void and of no further force or effect with no liability to any Person on the part of any party hereto (or and all rights and obligations of any of its representatives or Affiliates)party hereto will cease, except that:The terms that (a) the agreements contained in Section 9.04 and provisions the last sentence of Section 7.6, this Section 8.2 and Article X 6.02 shall survive the termination hereof and remain in full force and effect;(b) the parties shall be liable for any willful breaches hereof.

Effect of Termination. If this Agreement is validly terminated in accordance with pursuant to Section 8.112.1, this Agreement shall it will become null and void immediately and of no further force or effect with there will be no liability to any Person or obligation on the part of any party hereto (or any of its their respective representatives or Affiliates), except that:The terms and that (a) the provisions of Section 7.6, this Section Sections 8.2 and 8.3 and Article X 11 will continue to apply following that termination and (b) nothing contained herein shall survive and remain relieve any party hereto from liability for breach of its representations, warranties, covenants or agreements contained in full force and effect;this Agreement.

Effect of Termination. If this Agreement is terminated in accordance with pursuant to Section 8.18.01, this Agreement shall become null and void and of no further force or effect with no without liability to any Person on the part of any party hereto Party (or any shareholder, consultant or Representative of its representatives or Affiliates)such Party) to any other Party to this Agreement, except that:The terms and that the provisions of Section 7.6, this Section 8.2 8.02, Section 2.09, Section 8.03, Section 8.04, Section 9.01 and Article X 9 shall survive any termination of this Agreement, and remain in full force and effect;provided further that no Party shall be relieved of any liability arising on or prior to the date of such termination.

Effect of Termination. If In the event of the termination of this Agreement is terminated in accordance with and the abandonment of the Merger pursuant to Section 8.17.1, this Agreement shall forthwith become null void, and void and of no further force or effect with there shall be no liability to any Person on the part of any party Party hereto (or any of its representatives their respective affiliates or Affiliates)the directors, officers, partners, employees, agents or other Representatives of any of them, and all rights and obligations of each Party hereto shall cease, except that:The terms and provisions nothing herein shall relieve any Party from liability for any fraud or willful breach of Section 7.6any of its respective representations, warranties, covenants or agreements contained in this Section 8.2 and Article X shall survive and remain in full force and effect;Agreement prior to termination.