Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01Agreement, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than Parent or the applicable Shareholders, except that (a) the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section 4.02 and Article V shall survive termination and (b) nothing herein shall relieve any party from liability for any intentional and material breach of the representations, warranties, covenants this Agreement or agreements set forth in this Agreementfor fraud.

Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent Company, as provided in Section 7.018.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation hereunder on the part of the Company, Parent, Sub or the Company, other than the provisions of their respective officers or directors (except for the last sentence of Section 5.02(a) 6.2 and this the entirety of Section 7.02. Nothing 6.4, which shall survive the termination); provided, however, that nothing contained in this Section 8.2 shall relieve any party hereto from any liability for any breach of the representations, warranties, covenants a representation or agreements set forth warranty contained in this Agreement, the breach of any covenant contained in this Agreement or for fraud.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany under this Agreement, other than the provisions of Section 3.01(s), the last penultimate sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or the Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Parent, the Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a5.01(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.20, Section 4.11, the last sentence of Section 5.02(a) and 6.02, Section 6.07, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the representationsrepresentation, warranties, covenants warranty or agreements covenant set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Merger Sub or the CompanyCompany or their respective officers or directors. Notwithstanding the foregoing, other than the provisions of the last sentence of Section 5.02(a) and nothing in this Section 7.02. Nothing 7.2 shall be deemed to release any party from any liability for any willful breach of any representation, warranty, covenant or obligation contained in this Agreement. This Section 7.2 shall relieve survive any party for any breach termination of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 6.6, Section 6.7, this Section 7.02. Nothing contained in this Section 8.2 and Article 9; provided, however, that no such termination shall relieve any party for Party from any liability or damages resulting from an intentional or willful breach or intentional or willful failure to perform by a Party of the any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(s), the last penultimate sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall relieve survive such termination, and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(w), the last penultimate sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article 8, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent Company, as provided in Section 7.018.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation hereunder on the part of Parent, Sub or the Company, other than the provisions of Parent, Merger Sub or their respective officers or directors (except for the last sentence of Section 5.02(a) 6.5 and the entirety of this Section 7.02. Nothing 8.2, Section 8.3 and Article IX, which shall survive the termination); provided, however, that nothing contained in this Section 8.2 shall relieve any party hereto from any liability for any willful and material breach of the representationsa representation, warranties, covenants warranty or agreements set forth covenant contained in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent Company, as provided in Section 7.017.1, this Agreement shall forthwith become void terminate and have there shall be no effect, without any liability or obligation hereunder on the part of the Company, Parent, Sub or the Company, other than the provisions of their respective officers or directors (except for the last sentence of Section 5.02(a) 5.3 and this the entirety of Section 7.02. Nothing 5.6, which shall survive the termination); provided, however, that nothing contained in this Section 7.2 shall relieve any party hereto from any liability for any willful breach of a representation or warranty contained in this Agreement or the representations, warranties, covenants or agreements set forth breach of any covenant contained in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent or Purchaser as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub the Purchaser or the Company, other than the provisions of Section 3.1(p), 4.1(f), the last sentence of Section 5.02(a) and 5.2, this Section 7.02. Nothing contained in this Section shall relieve 7.2 and Article VIII and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(u), the last sentence two sentences of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII; provided, however, that no such termination shall relieve any party for hereto from any liability or damages resulting from a wilful breach by a party of the any of its representations, warranties, warranties or covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the Company, other than that the provisions of the last sentence of Section 5.02(a) and 5.8, this Section 7.02. Nothing contained in this 7.2 and Article VIII shall survive such termination, provided, however, that nothing herein (including the payment of any amounts pursuant to Section 5.8 hereof) shall relieve any party from any liability for any willful breach by a party of the any of its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(s), Section 3.02(f), the last penultimate sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall relieve survive such termination, and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 4.15, Section 5.04, the last sentence of Section 5.02(a) and 7.02, Section 7.07, this Section 7.02. Nothing contained in this Section shall relieve 9.02 and Article IX and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreementthe Operative Agreements.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.14, Section 4.15, the last sentence of Section 5.02(a) and 6.02(a), Section 6.05, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the representationsrepresentation, warranties, covenants warranty or agreements covenant set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.14, the last sentence of Section 5.02(a) and 6.02, Section 6.07, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the representationsrepresenta tion, warranties, covenants warranty or agreements covenant set forth in this any Transaction Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or the Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Parent, Sub the Purchaser or the Company, other than (except for any liability of any party then in willful material breach of any covenant or agreement); provided that the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained 8.2 and Section 8.3 of this Agreement will continue in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreementfull force and effect notwithstanding such termination and abandonment.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Parent and Merger Sub or the Company, other than except that (a) the provisions of the last sentence of Section 5.02(a) and 7.1, Section 7.2, this Section 7.02. Nothing contained in this Section 7.3 and Article VIII shall survive termination and (b) nothing herein shall relieve any party from liability for any willful breach of the representations, warranties, covenants this Agreement or agreements set forth in this Agreementfor fraud.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence three sentences of Section 5.02(a5.3(b) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representationsSections 7.2, warranties, covenants or agreements set forth in this Agreement7.3 and 8.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.14, Section 4.14, the last sentence of Section 5.02(a) and 6.02, Section 6.07, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the representationsrepresentation, warranties, covenants warranty or agreements covenant set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the CompanyCompany or their respective officers or directors, other than except as set forth in Section 5.5(d), Section 7.5 and Article VIII which shall survive termination and except to the provisions extent that such termination results from the breach by a party of the last sentence any of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and ), Section 5.06, this Section 7.02. Nothing contained in this , Section 7.03 and Article VIII; provided, however, that no such termination shall relieve any party for hereto from any liability or damages resulting from a wilful breach by a party of the any of its representations, warranties, warranties or covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the CompanyCompany under this Agreement, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this 8.2, Section 8.3, Section 8.4 and Article IX, which provisions shall survive such termination; provided, however, that no such termination shall relieve any party for hereto from any liability or damages resulting from the willful breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company Subsidiary or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any further liability or obligation on the part of Parent, Sub Parent or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this AgreementSubsidiary.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 5.02, Section 5.07, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall survive such termination; provided, however, that nothing herein shall relieve any party the Company, Parent or Sub from liability for any willful breach of the any of its representations, warranties, covenants or agreements set forth in this AgreementAgreement prior to such termination.

Effect of Termination. In the event of a ---------------------- termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except with respect to the last sentence of Section 5.02(a) and 1.02(c), Section 4.18, Section 5.06, the last sentence of Section 7.02, Section 7.05, this Section 7.02. Nothing contained in this Section 9.02 and Article X; provided, -------- however, that nothing herein shall relieve any party for liability for any ------- breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.

Effect of Termination. Section 7.2.1 In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyCompany or their respective subsidiaries, other than the provisions officers or directors except (A) with respect to Section 2.8, Section 5.3, Section 5.7, this Section 7.2 and Article 8 and (B) with respect to any liabilities or damages incurred or suffered by a party as a result of the last sentence breach by another party of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the its representations, warranties, covenants or other agreements set forth in this Agreement or any Ancillary Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 6.02, Section 6.07, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the representationsrepresentation, warranties, covenants warranty or agreements covenant set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company Company, Parent or Parent Purchaser as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Purchaser or the Company, other than the provisions of the last sentence of Section 5.02(a) and 5.02, Section 5.05, Section 5.08, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions survive such termination; provided, however, that nothing herein shall relieve any party from any liability for any willful and material breach by such party of the any of its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of a termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except with respect to the last sentence of Section 5.02(a) and 1.02(c), Section 4.18, Section 5.06, Section 7.05, this Section 7.02. Nothing contained in this Section 9.02 and Article X; provided, however, that nothing herein shall relieve any party for liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.017.1, all rights and obligations under this Agreement shall forthwith become void terminate (except for the provisions of Sections 5.2(b) and have 8.2), and there shall be no effect, without any other liability or obligation on the part of Parent, Sub Parent or ASARCO to the Company, other than the provisions except liability arising out of the last sentence of Section 5.02(a) a willful and this Section 7.02. Nothing contained in this Section shall relieve any party for any material breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company Seller, Buyer or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Buyer, or the CompanySeller, other than the provisions of the last sentence of in accordance with or as provided in Section 5.02(a) and 7.2, this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement7.3 and Article 8.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Parent and Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) 6.12, Section 8.1, Section 8.2 and this Section 7.02. Nothing contained in this Section shall relieve 8.3 and except to the extent that such termination results from a breach by a party of any party for any breach of the representations, warranties, its covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of Sections 2.19, 3.10, the last penultimate sentence of Section 5.02(a) 5.02, 5.12, 8.02 and 8.07 hereof, and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of If this Agreement by either is terminated and the Company or Parent as provided in Mergers are abandoned pursuant to Section 7.019.1, this Agreement shall forthwith become void and have no effect, without any liability Liability or obligation on the part of Parent, Sub MTI or the CompanyEVI, other than the provisions of the last sentence of Section 5.02(a) 7.3(b), Section 9.2, Section 9.3 and this Section 7.02. Nothing contained in this Section shall relieve any party Article X and except for any material breach by a party of the any of its representations, warranties, covenants or agreements set forth in this Agreement, which material breach and Liability therefor shall not be affected by termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company Seller, Buyer or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Buyer, or the CompanySeller, other than the provisions of the last sentence of in accordance with Section 5.02(a) and 7.2, this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement7.3 and Article 8.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of pursuant to the last sentence of Section 5.02(a) and 6.2, Section 6.7, this Section 7.02. Nothing contained 8.2 and Article IX, other than liability for damages incurred in this Section shall relieve the event of a breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this AgreementAgreement or any of the Company Ancillary Agreements except as provided in Section 6.7(c).

Effect of Termination. In the event of a termination of this the Agreement by either the Company or Parent as provided in Section 7.019.01, this the Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except with respect to the last sentence of Section 5.02(a) and 1.02(c), Section 4.16, Section 5.06, the last sentence of Section 7.02, Section 7.06, this Section 7.02. Nothing contained in this Section 9.02 and Article X; provided, however, that nothing herein shall relieve any party for liability for any breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyCompany or their respective officers or directors; provided, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section however, that nothing herein shall relieve any party from liability for any the willful breach of the any of its representations, warranties, covenants or agreements set forth in this AgreementAgreement arising prior to the Termination Date.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(v), the last sentence of Section 5.02(a) and ), Section 5.06, this Section 7.02. Nothing contained in this Section shall relieve any party 7.02 and Article VIII and except for any material, intentional breach by a party of the any of its representations, warranties, covenants or agreements set forth in this AgreementAgreement (which material breach and liability therefor shall not be affected by termination of this Agreement or any payment of the Termination Fee pursuant to Section 5.06(b)).

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyCompany or their directors, officers or stockholders, under this Agreement, other than the provisions of the last sentence of Section 5.02(a) and 7.02(b), Section 7.05, this Section 7.02. Nothing contained in this Section 9.02 and Article X, which provisions shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreementsurvive such termination.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(aSections 5.5(a) and 5.5(b), this Section 7.02. Nothing contained in this Section 7.2 and Article 8; provided, however, that no such termination shall relieve any party for Party from any liability or damages resulting from an intentional or willful breach or intentional or willful failure to perform by a Party of the any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent Company, as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation hereunder on the part of the Company, Parent, Sub or the Company, other than the provisions of their respective officers or directors (except for the last sentence of Section 5.02(a) 5.4 and this the entirety of Section 7.02. Nothing 5.7, which shall survive the termination); provided, however, that nothing contained in this Section 7.2 shall relieve any party hereto from any liability for any willful breach of a representation or warranty contained in this Agreement or the representations, warranties, covenants or agreements set forth breach of any covenant contained in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parentany party or its directors, Sub officers or the Companystockholders, other than the provisions of the last sentence of Section 5.02(a) and 5.3(b), this Section 7.02. Nothing contained in this 7.2, Section shall relieve 7.3 and Section 8.9, which provisions will survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or other agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, Parent or Merger Sub, other than the provisions of the last sentence of Section 5.02(a) and 6.02(a), the last sentence of Section 6.02(b), Section 6.06, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall survive such termination, and no such termination shall relieve any party from any liability for any fraud, intentional misrepresentation or intentional breach of the representations, warranties, covenants any covenant or agreements agreement set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a5.01(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Parent and Merger Sub or the Company, other than except that (a) the provisions of the last sentence of Section 5.02(a) and 7.1, Section 7.2, this Section 7.02. Nothing contained in this Section 7.3 and Article VIII shall survive such termination and (b) nothing herein shall relieve any party from liability for specific performance or damages for any material breach of the representations, warranties, covenants this Agreement or agreements set forth for fraud in connection with this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company LLC or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyLLC, other than the provisions of the last sentence of Section 5.02(a8.02 (a) and this Section 7.029.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of ---------------------- this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 3.16, Section 4.06, Section 6.02, Section 6.07, this Section 7.02. Nothing contained in this Section shall relieve 8.02 and Article IX and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the representationsrepresenta tion, warrantieswarranty, covenants covenant or agreements obligation set forth in this any Transaction Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Newco or the Company, other than the provisions of Section 4.01(n), Section 4.02(e), the last sentence of Section 5.02(a) and 6.02(a), this Section 7.02. Nothing contained in this 8.02, Section shall relieve any party for any breach of the representations9.02, warranties, covenants or agreements set forth in this AgreementSection 9.07 and 9.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(s), the last penultimate sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany under this Agreement, other than the provisions of Section 3.01(r), the last second sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyCompany or their directors, officers or stockholders, under this Agreement, other than the provisions of the last sentence of Section 5.02(a) and 6.02(b), Section 6.05, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreementsurvive such termination.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) 6.05, Section 8.03, and this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the representationsrepresentation, warranties, covenants warranty or agreements covenant set forth in this Agreement.;

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 6.02, Section 6.06, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall survive such termination; provided, however that nothing herein shall relieve any party the Company, Parent or Sub from liability for any willful and material breach of the any of its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effecteffect (other than the provisions of Article 1, Section 6.03 (last sentence only), this Section 8.02, Section 8.03, and Article 9, which shall survive any termination), without any liability or obligation on the part of Parent, Sub Purchaser or the Company, other than except to the provisions extent that such termination results from the breach by a party of the last sentence any of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the Company, other than the provisions of Section 3.3(o), Section 3.4(m), the last sentence of Section 5.02(a) and 5.4, Section 5.8, this Section 7.02. Nothing contained in this Section shall relieve 7.2 and Article VIII, which provisions survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective affiliates, other than officers, directors or shareholders except (i) with respect to this Section 8.2, the provisions of the last second sentence of Section 5.02(a6.2, and Section 6.4, and (ii) and this Section 7.02. Nothing contained in this Section shall relieve to the extent that such termination results from the material breach by a party hereto of any party for any breach of the representations, its representations or warranties, or of any of its covenants or agreements agreements, in each case, as set forth in this AgreementAgreement except as provided in Section 9.7.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Purchaser or the Company, other than the provisions of Section 4.22 [Brokers], Section 5.08 [Brokers], the last sentence of Section 5.02(a) and 7.02 [Confidentiality], Section 7.08 [Fees], this Section 7.02. Nothing contained in this Section shall relieve 9.02 and Article X and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the representations, warranties, its covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.019.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, Parent or Merger Sub, other than the provisions of the last sentence of Section 5.02(a) and 7.02(a), the last sentence of Section 7.02(b), Section 7.08, this Section 7.02. Nothing contained in this Section 9.02 and Article X, which provisions shall survive such termination, and no such termination shall relieve any party hereto from any liability for any fraud, intentional misrepresentation or intentional breach of the representations, warranties, covenants any covenant or agreements agreement set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effecteffect (other than the provisions of Article 1, Section 6.04 (last sentence only), this Section 8.02, Section 8.03, and Article 9, which shall survive any termination), without any liability or obligation on the part of Parent, Sub Purchaser or the Company, other than except to the provisions extent that such termination results from the breach by a party of the last sentence any of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no further force or effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of ---------------------- this Agreement by either the Company or Parent as provided in Section 7.014.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.4.02 and Article V.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the confidentiality provisions of Section 5.4 and the last sentence provisions of Section 5.02(a) Sections 5.8, 8.2, 8.3 and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this AgreementArticle IX.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last penultimate sentence of Section 5.02(a) 6.02(a), Sections 6.05 and 8.02, this Section 7.02. Nothing contained in this Section 8.03 and Article IX, which provisions shall survive such termination; provided that nothing herein shall relieve any party from any liability for any material breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence two sentences of Section 5.02(a) 5.04(a), Section 5.08, Section 5.12, Section 5.14, Section 5.16, Section 5.19 and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than Company except to the provisions of extent that such termination results solely from the last sentence of Section 5.02(a) willful and this Section 7.02. Nothing contained in this Section shall relieve any party for any material breach of the representations, warranties, covenants or agreements set forth in this any provision of any Transaction Agreement.

Effect of Termination. In the event of a termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions except with respect to any breach of any provision of this Agreement prior to such termination and except that the last sentence of Section 5.02(a) 6.02 and this Section 7.02. Nothing contained all of Sections 6.05 and 6.06 shall continue in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreementeffect.

Effect of Termination. In the event of termination of this Agreement by either the Company Company, Parent or Parent Purchaser as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Purchaser or the Company, other than the provisions of the last sentence of Section 5.02(a) and 5.01, Section 5.04, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions survive such termination, provided, however, that nothing herein shall relieve any party from any liability for any willful and material breach by such party of the any of its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 3.14, Section 4.06, this Section 7.02. Nothing contained in this Section shall relieve 8.02 and Article IX, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no further force or effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of Section 3.23, Section 4.09, the last sentence of Section 5.02(a) and 6.02, Section 6.05, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve survive such termination, and except to the extent that such termination results from the willful breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(u), the last sentence of Section 5.02(a) and ), Section 5.05, this Section 7.02. Nothing contained in this Section shall relieve any party 7.02 and Article VIII and except for any material breach by a Party of the any of its representations, warranties, covenants or agreements set forth in this AgreementAgreement (which material breach and liability therefor shall not be affected by termination of this Agreement or any payment of the Termination Fee pursuant to Section 5.05(b)).

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and 5.02, Section 5.06, this Section 7.02. Nothing contained in this Section 7.02 and Article VIII, which provisions shall survive such termination; provided, however, that nothing herein shall relieve any party the Company, Parent or Sub from liability for any willful and material breach of the any of its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Parent and Merger Sub or the Company, other than except that the provisions of the last sentence of Section 5.02(a) and 5.7(a), Section 7.1, Section 7.2, this Section 7.02. Nothing contained in this Section 7.3 and Article VIII shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreementsurvive such termination.

Effect of Termination. In the event of termination of this Agreement by either the Company Companies or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Companyany party, other than the provisions of the last sentence of Section 5.02(a) 5.04(a), Section 5.08, Section 5.13 and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.Section

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have there shall be no effect, without any liability Liability or obligation on the part of Parent, Sub Parent or the CompanyCompany or their respective subsidiaries, other than the provisions officers or directors except (A) with respect to Section 5.4, Section 5.8, this Section 7.2 and Article 10 and (B) with respect to any liabilities or damages incurred or suffered by a party as a result of the last sentence willful and material breach by the other party of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the its representations, warranties, covenants or other agreements set forth in this Agreement or any Ancillary Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability Liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section 8.02 and Article X, which provisions shall relieve survive such termination, and except to the extent that such termination results from a material breach by a party of any party for any breach of the its representations, warranties, warranties or covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(n), Section 3.02(h), the last sentence of Section 5.02(a) and ), this Section 7.02, Section 8.02 and Section 8.07. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation Liability on the part of Parent, Parent and Merger Sub or the Company, other than except that (a) the provisions of the last sentence of Section 5.02(a) and 7.1, Section 7.2, this Section 7.02. Nothing contained in this Section 7.3 and Article VIII shall survive termination and (b) nothing herein shall relieve any party from Liability for any willful breach of the representations, warranties, covenants this Agreement or agreements set forth in this Agreementfor fraud.

Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, Parent or Merger Sub, other than the provisions of the last sentence of Section 5.02(a) and 6.02, Section 6.06, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall survive such termination, and no such termination shall relieve any party from any liability for any statement, act or failure to act by such party that it intended to be a misrepresentation or a breach of the representations, warranties, covenants any covenant or agreements agreement set forth in this Agreement.

Effect of Termination. In the event of termination of If this Agreement is terminated by either the Company or the Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub the Parent or the Company, other than except to the provisions extent that such termination results from the willful and material breach by a party of the last sentence any of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement. The Confidentiality Agreement, the final sentence of Section 5.6, Section 5.10, this Section 7.2 and Article 8 shall survive any termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company Target or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyTarget, other than the provisions of Section 3.01(o), Section 4.02(e), the last sentence of Section 5.02(a) and 5.02, Section 5.07, this Section 7.02. Nothing contained in this Section shall relieve 7.02 and Article VIII, which provisions survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either Parent or the Company or Parent as provided in prior to the Effective Time pursuant to the provisions of Section 7.01, this Agreement shall forthwith become void void, and have there shall be no effect, without any liability Liability or further obligation on the part of Parent, the Company or Merger Sub or their respective officers or directors (except as set forth in Sections 5.09 and Article VIII, all of which shall survive the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02termination). Nothing contained in this Section 7.02 shall relieve any party from Liability for any willful and material breach of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of ---------------------- this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions first sentence of Section 3.15, Section 4.08, the last sentence of Section 5.02(a) and 6.02(a), Section 6.07, Section 6.12, this Section 7.02. Nothing contained in this Section 8.02 and Article IX, which provisions shall relieve any party survive such termination, and except for any liability arising from the material breach by a party of the representationsany representation, warranties, covenants warranty or agreements covenant set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any further liability or obligation on the part of Parent, Sub or the Company, or any director, officer, employee or stockholder thereof, other than the confidentiality provisions of Sections 5.2(b) and (c) and the provisions of Sections 3.1(i), 3.2(d), 5.6, 7.3, 8.2, 8.3, the proviso of the last sentence of Section 5.02(a) 8.1 and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this AgreementArticle IX.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall will forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the Section 5.4 (last sentence of sentence), Section 5.02(a) and 5.8, this Section 7.02. Nothing contained in this 7.2, Section shall 7.3, and Article VIII, which provisions survive such termination; provided, however, that nothing herein will relieve any party from any liability for any willful and material breach by such party of the any of its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except as set forth in the last sentence of Section 5.02(a) 5.2, Section 5.9, 5.10, Section 7.5 and this Section 7.02. Nothing contained in this Section ARTICLE VIII which shall survive termination and except that such termination shall not relieve any a party for any breach from liability as a result of the willful breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement --------------------- by either the Company or Parent as provided in Section 7.018.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 5.2(b), the last sentence of Section 5.02(a) and 6.2, Section 6.8, this Section 7.02. Nothing contained in this Section shall relieve 8.2 and Article IX, except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company Target or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the CompanyTarget, other than the provisions of Section 3.01(o), the last sentence of Section 5.02(a) and 5.04, Section 5.09, this Section 7.02. Nothing contained in this Section shall relieve 7.02 and Article VIII, which provisions survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall will forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and Confidentiality Agreement, this Section 7.02. Nothing contained in this 7.2, Section 7.3 and Article VIII, which provisions shall survive such termination; provided, however, that nothing herein will relieve any party from any liability for any willful and material breach by such party of the representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.015.01, this Agreement shall forthwith become void and have there shall be no effect, without any liability or obligation on the part of ParentParent Bank or Company Bank or their respective officers or directors, Sub or the Company, other than the provisions of the last sentence of Section 5.02(a) and this Section 7.02. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements except as set forth in this the Parent Merger Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub Parent or the Company, other than the provisions of Section 3.2(o), Section 3.3(k), the last sentence of Section 5.02(a) and 5.4, Section 5.8, this Section 7.02. Nothing contained in this Section shall relieve 7.2 and Article VIII, which provisions survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.017.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the CompanyCompany or their respective officers or directors, other than the provisions of except as set forth in the last sentence of Section 5.02(a) 5.2, Section 5.9, Section 7.5 and this Section 7.02. Nothing contained in this Section Article VIII which shall relieve survive termination and except to the extent that such termination results from the breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 3.01(s), the last sentence of Section 5.02(a) and 5.04, Section 5.08, Section 5.09, this Section 7.02. Nothing contained in this Section shall relieve 7.02 and Article VIII and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreement.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of Section 4.01(o), Section 4.02(d), the last sentence of Section 5.02(a) and 6.02, Section 6.08, this Section 7.02. Nothing contained in this Section shall relieve 8.02 and Article IX and except to the extent that such termination results from the wilful and material breach by a party of any party for any breach of the its representations, warranties, covenants or agreements set forth in this Agreementthe Operative Agreements.

Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.018.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than the provisions of the last penultimate sentence of Section 5.02(a) 6.02(a), Sections 6.05 and 8.02, this Section 7.02. Nothing contained in this Section 8.03 and Article IX, which provisions shall survive such termination; provided that nothing herein shall relieve any party from any liability for any willful breach of the representations, warranties, covenants or agreements set forth in this Agreementhereof.