Common use of Effect of Termination Clause in Contracts

Effect of Termination. Upon termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith be of no further force and effect; provided, however, that no such termination shall relieve any Party of any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto except as set forth in Section 8.3 and effectSection 9.1; provided, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except as set forth in Sections 8.03 and effect; provided9.01, however, that no such termination and nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.19.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (a) as set forth in Sections 5.03 and effect; provided, however, 10.01 and (b) that no such termination nothing herein shall relieve either party hereto from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to Section 8.1Agreement, the undertakings of the Parties set forth in this Agreement shall forthwith be become void and of no further force or effect (except for Article 9, which shall survive such termination) and effect; provided, however, there shall be no liability on the part of any party hereto except that no such termination nothing herein shall relieve any Party of party from any intentional material liability for Losses for any breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to by any party as provided in Section 8.19.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the undertakings part of any party, other than the provisions of Section 8.01 and Section 10.02. Nothing contained in this Section shall relieve any party for any breach of the Parties representations, warranties, covenants or agreements set forth in this Agreement shall forthwith be of no further force and effect; provided, however, that no such termination shall relieve any Party of any intentional material breach of any term or provision hereofAgreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.17.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except (i) as set forth in Section 7.03 and effect; provided, however, that no such termination (ii) nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.17.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (a) as set forth in Article VIII and effect; provided, however, (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement occurring prior to such termination.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (a) as set forth in Article IX and effect; provided, however, (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement occurring prior to such termination.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.17.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 7.03 and effect; providedSection 8.01 hereof, however, that no such termination and (ii) nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.16.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force and effectany party hereto except as set forth in Section 7.1; provided, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material wilful breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability under this Agreement on the part of no further force and effect; provided, however, any Party except that no such termination nothing herein shall relieve any Party of from liability for any intentional material breach of this Agreement that occurred before relevant termination and the terms of this Section 8.02 and Article IX shall survive any term or provision hereofsuch termination.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force and effect; provided, however, either party hereto except that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement occurring prior to termination.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.17.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 7.3 and effect; providedSection 8.1 hereof, however, that no such termination and (ii) nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon termination of If this Agreement pursuant to is terminated as provided in Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no Liability on the part of no further force and effect; providedany Party hereto with respect thereto, however, that no such termination but nothing herein shall relieve any Party of from Liability for any intentional material breach of any term or provision hereofprior to such termination.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.111.1 hereof, the undertakings of the Parties set forth in this Agreement shall forthwith become void, provided that the last sentence of Section 6.7 and Article XII shall continue, and there shall be no liability on the part of no further force and effect; providedany of the parties, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, there shall be no liability on the part of no further force the parties to the other parties and effect; providedall rights and obligations of any party hereto shall cease, however, except that no such termination nothing herein shall relieve any Party party of any intentional material liability for any breach of any term such party's representations, warranties, covenants or provision hereofagreements contained in this Agreement.

Effect of Termination. Upon Except as provided in Section 8.5 or Section 9.1, in the event of the termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void, there shall be no liability on the part of no further force any party hereto, or any of their respective officers or directors, to the other and effectall rights and obligations of any party hereto shall cease; provided, however, that no such termination nothing herein shall relieve any Party of any intentional material party from liability for the willful breach of any term of its representations, warranties, covenants or provision hereofagreements set forth in this Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.17.1, there shall be no further obligation on the undertakings part of the Parties set forth any party hereto, except that nothing herein shall relieve any party from liability for any willful breach by a party of any of its representations and warranties in this Agreement or any breach by a party of its covenants in this Agreement occurring prior to the termination and except that the provisions of Section 6.3, this Article VII and Article IX shall forthwith be of no further remain in full force and effect; provided, however, that no such termination shall relieve any Party of any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.19.1 hereof, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any of the parties; provided that the provisions of Sections 7.2 and effect; provided, however, 7.9 and of this Article IX shall continue and that no such termination nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith be become void and all rights and obligations of no further force any party hereto shall cease except: (i) as set forth in Section 9.1 of this Agreement and effect; provided, however, that no such termination (ii) nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term this Agreement or provision hereofshall restrict either party’s rights in the case thereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.17.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (a) as set forth in Section 8.01 and effect; provided, however, (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional willful and material breach of any term this Agreement or provision hereoffraud.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto except as set forth in Section 8.3 and effectSection 9.1; provided, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material wilful breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.19.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (a) as set forth in Sections 5.03 and effect; provided, however, 10.01 and (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon a valid termination of this Agreement pursuant to Section 8.1this Article 9, no party hereto shall have any obligation to consummate the undertakings of the Parties set forth in transactions hereunder, this Agreement shall forthwith become void and there shall be no liability on the part of no further force and effect; providedeither party hereto, however, except that no such termination nothing herein shall relieve any Party of party hereto from liability for any intentional material willful breach of any term or provision hereof. In the event of any such termination, each party shall be responsible for payment of such party's own costs and expenses.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to Section 8.18.1 hereof, there shall be no liability on the undertakings part of either party to the Parties set forth in this Agreement shall forthwith be of no further force and effect; other, provided, however, that no such (a) this Section 8.2 shall not preclude liability attaching to a party who has caused the termination hereof by willful act or willful failure to act in violation of the terms and provisions of this Agreement, and (b) termination of this Agreement shall relieve any Party not terminate or affect the agreements of any intentional material breach of any term the parties hereto set forth in Sections 9.3 or provision 9.4 hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.17.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party except that (a) the provisions of Article VIII (other than Sections 8.1 and effect; provided, however, that no such termination 8.2) and this Section 7.2 shall remain in effect and (b) nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereofthis Agreement prior to such termination.

Effect of Termination. Upon In the event of any termination of this Agreement pursuant to as provided in Section 8.1, the undertakings obligations of the Parties set forth parties hereunder shall terminate and there shall be no liability on the part of any party hereto with respect thereto, except for the confidentiality provisions of Section 6.3 and the provisions of this Section 8.2, Section 8.3 and Article IX, each of which shall remain in this Agreement shall forthwith be of no further full force and effect; provided, however, that no such termination party hereto shall relieve be relieved or released from any Party of any intentional material liability or damages arising from a willful breach of any term or provision hereofof this Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except (i) as set forth in Sections 6.02(b), 8.03 and effect; provided, however, that no such termination 9.01 and (ii) nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.17.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except (i) as set forth in Sections 7.03 and effect; provided, however, that no such termination 8.01 and (ii) nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall, except as provided in Section 9.1, forthwith become void and there shall be no liability on the undertakings part of the Parties any party hereto except as set forth in this Agreement shall forthwith be of no further force Section 8.3 and effectSection 9.1; provided, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except (i) as set forth in Sections 6.4, 8.3 and effect; provided, however, that no such termination 9.1 and (ii) nothing herein shall relieve any Party party from liability for any breach hereof. Any attempted termination of any intentional material breach this Agreement not in accordance with Section 8.1 shall not be effective and shall not affect the rights or obligations of any term or provision hereofthe parties set forth herein.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force and effect; providedeither Parent, howeverAcquiror or Target or their respective officers or directors, except that no such termination nothing in this Section 8.2 shall relieve any Party of party from liability for any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the undertakings part of the Parties any party hereto, except (a) as set forth in Section 8.3 and (b) nothing herein shall relieve any party from liability for any willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement shall forthwith be of no further force and effect; provided, however, that no prior to such termination shall relieve any Party of any intentional material breach of any term or provision hereoftermination.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (a) as set forth in Section 5.02 and effect; provided, however, Article IX and (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement occurring prior to such termination.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.17.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto except as set forth in Section 7.3 and effectSection 8.1; provided, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.110.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto (a) except as set forth in Section 5.05 and effect; provided, however, that no such termination Section 11.01 hereof and (b) nothing herein shall relieve any Party of party hereto from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon (1) In the event of termination of this --------------------- Agreement pursuant as provided in Section 7.1 hereof, and subject to the provisions of Section 8.18.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the undertakings part of any of the Parties Parties, except (i) as set forth in this Agreement shall forthwith be of no further force Section 7.2 and effect; providedin Sections 3.9, however4.10, that no such termination 5.10 and 5.11 hereof, and (ii) nothing herein shall relieve any Party of from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.17.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto except as set forth in Section 7.3, Section 5.2 and effectSection 8.1; provided, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to Section 8.1, the undertakings and abandonment of the Parties set forth Merger as provided in Section 8.01, this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto except (a) as set forth in Section 5.04 and effect; provided, however, Section 9.02 and (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.17.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (a) as set forth in Section 8.02 and effect; provided, however, (b) that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void except for Section 5.03, this Section 8.02 and Article IX and there shall be no liability on the part of no further force either party hereto except (a) as set forth in Sections 5.03 and effect; provided, however, 9.01 and (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement occurring prior to such termination.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.110.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (i) as set forth in Sections 5.03 and effect; provided, however, 11.01 and (ii) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.17.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except (i) as set forth in Section 7.3 and effect; provided, however, that no such termination (ii) nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to as provided in Section 8.110.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability of no further force any Party hereto except (a) as set forth in Section 6.1 and effect; providedthis Section 10.3, however, and (b) that no such termination nothing herein shall relieve any Party of hereto from liability for any intentional material breach of this Agreement and all rights and remedies arising as a result of such breach shall remain available to any term or provision hereofnon-breaching Party. The provisions of this Section 10.3 shall survive any termination of this Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except as set forth in Sections 9.01 and effect9.11; providedPROVIDED, however, HOWEVER that no such termination nothing contained herein shall relieve any Party of any intentional material party from liability for wilful breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon termination of If this Agreement is terminated pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith be become void and of no further force and effect, except for the provisions of this Section 8.2, Section 11 and Section 12, which shall survive such termination; provided, however, that no such termination nothing herein shall relieve any Party of party from Liability for any intentional material breach of any term representation, warranty, covenant or provision hereofagreement contained in this Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to in accordance with this Section 8.19, this Agreement shall forthwith become void and there shall be no liability on the undertakings part of the Parties any party hereto except: (a) as set forth in this Agreement shall forthwith be of no further force Section 9, Section 4.06 and effectSection 10.12 hereof; provided, however, and (b) that no such termination nothing herein shall relieve any Party of party hereto from liability for any intentional willful material breach of any term or provision hereof.

Effect of Termination. Upon Except as provided in Section 9.1, in --------------------- the event of the termination of this Agreement pursuant to Section 8.111.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force and effectany party hereto or any of its affiliates, directors, officers or stockholders; provided, however, provided however that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereofhereof occurring prior to termination.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.1 hereof, the undertakings of the Parties set forth in this Agreement there shall forthwith be of no further force and effect; providedobligation on the part of any party hereto, however, except that no such termination nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (a) as set forth in Sections 5.04 and effect; provided, however, 9.01 and (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement that occurred before such termination.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1Sections 8.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto except (i) as set forth in Sections 8.05 and effect; provided9.01 hereof, however, that no such termination and (ii) nothing herein shall relieve any Party of party from liability for any intentional material willful breach of hereof and for any term breach giving rise to a termination under Sections 8.01(d) or provision hereof(e).

Effect of Termination. Upon In the event of termination of this Agreement pursuant to Section 8.1this Article 9, the undertakings of the Parties set forth in this Agreement shall will forthwith become void and there will be no right or liability on the part of no further force and effecteither party hereto; provided, however, that no such termination shall nothing contained herein will relieve either party from liability for any Party of any intentional material breach of any term covenant or provision hereofagreement in this Agreement.

Effect of Termination. Upon In the event of the termination --------------------- of this Agreement pursuant to Section 8.18.01, this Agreement shall have no further effect, and there shall be no further liability on the undertakings part of the Parties any party hereto, except (i) as set forth in this Agreement shall forthwith be of no further force Sections 6.04, 8.03 and effect; provided, however, that no such termination 9.01 and (ii) nothing herein shall relieve any Party of party from liability for any intentional material wilful breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of --------------------- this Agreement as provided in Section 8.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of the Parent, the Purchaser or the Company, except (i) as set forth in Section 8.3 and Section 9.1 hereof, (ii) nothing herein shall relieve any party from liability for any willful breach hereof and (iii) termination of this Agreement pursuant shall be without prejudice to Section 8.1any rights any party may have hereunder, at law or in equity, against the undertakings of the Parties set forth in this Agreement shall forthwith be of no further force and effect; provided, however, that no such termination shall relieve any Party of any intentional material other party for breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.110.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto except (a) as set forth in Section 5.04 and effect; provided, however, that no such termination Section 11.01 and (b) nothing herein shall relieve any Party of party from liability for any willful and intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this --------------------- Agreement pursuant to Section 8.17.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except (i) as set forth in Section 8.01 and effect; provided, however, that no such termination (ii) nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.19.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and except as set forth in Section 7.10, there shall be no liability on the part of no further force and effect; providedany party hereto, however, provided that no such termination nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force and effect; providedany party hereto, however, provided that no such termination noth- ing herein shall relieve any Party of party from liability for any intentional material wil- ful breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.17.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be of no further force and effect; provided, however, that no such termination shall relieve any Party liability on the part of any intentional material breach of any term or provision hereofparty hereto except as set forth in Sections 7.1.

Effect of Termination. Upon In the event of termination of --------------------- this Agreement pursuant to as provided in Section 8.17.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force and effect; provided, however, any party hereto except that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 8.3 and effect; providedSection 9.1 hereof, howeverand (ii) except as otherwise provided in Section 8.3, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereofTermination Breach hereof by such party.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth as provided in this Section 8, this Agreement shall, forthwith become null and void and there shall forthwith be no liability on the part of no further force any party hereto and effect; providednothing herein shall relieve any party from liability for any wilful breach hereof. Such termination shall not, however, that no such termination shall relieve any Party affect the obligations of any intentional material breach of any term or provision hereofthe parties under the Confidentiality Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.17.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability or obligation on the part of no further force any party hereto, except as provided in this Section 7.2, and effectSection 8, which shall survive such termination; provided, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon termination of this Agreement pursuant to in accordance with Section 8.1, the undertakings of the Parties set forth in except as otherwise contemplated by this Agreement, this Agreement shall forthwith become null and void and there shall thereafter be no liability under this Agreement of no further force and effectthe part of either party; provided, provided however, that no nothing in this Section 8 shall be deemed to release any party from any liability for any breach by such termination shall relieve any Party party of the terms and provisions of this Agreement or to impair the right of any intentional material breach party to compel specific performance by any other party of any term or provision hereofits obligations under this Agreement.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.16.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability or obligation on the part of no further force and effect; provided, however, any party or their respective officers or directors except that no such termination nothing set forth herein shall relieve any Party of any intentional material a party hereto from liability for its breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon termination of In the event this Agreement is terminated pursuant to Section 8.18.1 hereof, the undertakings of the Parties set forth in this Agreement shall forthwith be of become void and have no further force and effect; , provided, however, that no such termination nothing herein shall relieve any Party of any intentional material from liability for the breach of any term representations or provision hereofwarranties or the breach of, or failure to perform, any covenant made by it herein.

Effect of Termination. Upon In the event of termination of this --------------------- Agreement and the abandonment of the Merger pursuant to Section 8.17.1, the undertakings of the Parties no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in this Agreement shall forthwith be of no further force Sections 7.3 and effect; provided, however, that no 8.1 and (b) such termination shall will not relieve a breaching party of liability for any Party of any intentional material breach of any term directly or provision hereofindirectly giving rise to such termination.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the undertakings part of the Parties any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in this Agreement shall forthwith be of no further force Section 8.2, Section 8.3 and effect; provided9.8 hereof, however, that no such termination and (ii) nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability or obligation on the part of no further force any party hereto, except with respect to Section 3.17, Section 4.10, Section 6.5, Section 6.9, this Section 8.2, Section 8.3 and effectARTICLE 9, which shall survive such termination; provided, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.115.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto except as set forth in Section 15.3 and effectSection 5.4(b); provided, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional willful and material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.16.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except (i) as set forth in Sections 6.03 and effect; provided, however, that no such termination 7.01 and (ii) nothing herein shall relieve any Party of party from liability for any intentional material willful breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the undertakings part of the Parties any party hereto, except as set forth in this Agreement shall forthwith be of no further force Section 8.2, Section 3.19, Section 4.5, Section 6.4(b), Section 8.3 and effectArticle IX; provided, however, provided that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1SECTION 6.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto except as set forth in SECTIONS 6.03 and effect7.01; providedPROVIDED, howeverHOWEVER, that no such neither anything herein nor the termination of this Agreement shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.17.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto or any of its affiliates, directors, officers or stockholders except (i) as set forth in Section 7.3 hereof, and effect; provided, however, that no such termination (ii) nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the --------------------- termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except as set forth in Sections 8.03 and effect; provided9.01, however, that no such termination and nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except as set forth in Sections9.01 and effect9.11; provided, however, however that no such termination nothing contained herein shall relieve any Party of any intentional material party from liability for wilful breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.16.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force and effect; provided, however, that no such termination either party hereto except nothing herein shall relieve any Party of party from liability for any fraud or for an intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in this Section 8.17, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (i) as set forth in Section 8(g) of this Agreement and effect; provided, however, (ii) that no such termination nothing herein shall relieve either party hereto from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.1in accordance with this Article 8, the undertakings of the Parties set forth in this Agreement shall forthwith be of have no further force or effect and effectthere shall be no liability on the part of any party hereto except: (a) As set forth in Sections 2.2(d), 2.2(e) and 2.2(e); (b) As set forth in Article 7, this Article 8, Article 9 and the provisions set out herein that expressly survive termination, including but not limited to Section 3.1; provided, however, that no such termination and (c) That nothing herein shall relieve any Party of party hereto from liability for any intentional material wilful breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.01, this Agreement shall have no further effect, and there shall be no further liability on the undertakings part of the Parties any party hereto, except (i) as set forth in this Agreement shall forthwith be of no further force Sections 6.04, 8.03 and effect; provided, however, that no such termination 9.01 and (ii) nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.110.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (a) as set forth in 11.01 and effect; provided, however, (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material willful breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.1 hereof, the undertakings of the Parties this Agreement (except for this Section 8 (other than Section 8.10), and any definitions set forth in this Agreement and used in such sections) shall forthwith be become void and have no effect, without any liability on the part of no further force and effectany party hereto or its Affiliates; provided, however, that no such termination nothing contained in this Section 8.2 shall relieve any Party of party from liability for fraud or any intentional material or willful breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon termination of this Agreement pursuant to Section 8.17.1, the undertakings none of the Parties parties hereto shall have any liability hereunder except (i) to the extent of any damages resulting from a knowing and intentional breach of this Agreement during its term and (ii) the provisions set forth in this Agreement Section 7.3, which shall forthwith be of no further force and effect; provided, however, that no such termination shall relieve any Party of any intentional material breach of any term or provision hereofsurvive indefinitely.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.110.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any Party except (i) as set forth in Section 11.01, (ii) as set forth in the Confidentiality Agreement, and effect; provided, however, (iii) that no such termination nothing herein shall relieve either Party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement prior to termination.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto arising under or out of this Agreement except: (a) as expressly provided in this Article 8, (b) as set forth in Section 10.01, and effect; provided, however, (c) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except as set forth in Section 8.03 and effect; providedSection 9.01, however, that no such termination and nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either party hereto except (a) as set forth in Section 8.03 and effect; provided, however, Section 9.01 and (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except (i) as set forth in Sections 8.03 and effect; provided, however, that no such termination 9.01 and (ii) nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to in accordance with Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any Party except: (a) as set forth in Section 5.4, this Article VIII and effectArticle IX; provided, however, and (b) that no such termination nothing herein shall relieve any Party of from liability for any intentional intentional, willful and material breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.110.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto, except (a) as set forth in Sections 5.04, 5.09 and effect; provided, however, that no such termination 11.02 and (b) nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereofhereof prior to termination.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.111.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability or obligation on the part of no further force any party hereto, except as provided in Section 10.6, this Section 11.2 and effectSection 12, which shall survive such termination; provided, however, that no such termination nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except (i) as set forth in Sections 8.03 and effect; provided, however, that no such termination 9.01 and (ii) nothing herein shall relieve any Party of party from liability for any intentional willful and material breach of any term or provision hereof.

Effect of Termination. Upon Subject to the provisions of Section 8.03, in the event of termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force either Party hereto except (i) that the provisions of this Section 8.02 and effect; provided, however, Article VIII shall survive termination of the Agreement and (ii) that no such termination nothing herein shall relieve either Party from liability for any Party of any intentional material willful breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.1, there shall be no liability or further obligation on the undertakings part of the Parties any party hereto except (i) as set forth in this Agreement shall forthwith be of no further force Sections 8.3 and effect; provided, however, that no such termination 9.1 hereof and (ii) nothing herein shall relieve any Party of party from liability for any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force any party hereto arising under or out of this Agreement except (a) as set forth in Section 9.01, and effect; provided, however, (b) that no such termination nothing herein shall relieve either party from liability for any Party of any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to as provided in Section 8.1, the undertakings all obligations and agreements of the Parties set forth in this Agreement shall forthwith terminate and be of no further force or effect, and effectthere shall be no liability on the part of the Parties hereunder, except as set forth in Section 6.3; provided, however, provided that no such termination the foregoing shall not relieve any Party for liability for damages actually incurred as a result of any intentional material breach of any term or provision hereofthis Agreement.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to as provided in Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and there shall be no liability on the part of no further force and effect; providedany Party to any other Party under this Agreement, however, except that no such termination nothing herein shall relieve any Party of from liability for any intentional material knowing and willful breach of any term or provision hereofthis Agreement prior to such termination.

Effect of Termination. Upon In the event of the termination of this Agreement pursuant to Section 8.18.01, the undertakings of the Parties set forth in this Agreement shall forthwith become void, and there shall be no liability on the part of no further force any party hereto, except (i) as set forth in Sections 6.04, 8.03 and effect; provided, however, that no such termination 9.01 and (ii) nothing herein (including the expiration of representations and warranties in accordance with Section 9.01) shall relieve any Party of party from liability for any intentional material breach of any term or provision hereof.

Effect of Termination. Upon In the event of termination of this Agreement pursuant to by either ACT or ICH as provided in Section 8.1, the undertakings of the Parties set forth in this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of ICH or ACT, other than the last sentence of Section 6.2, Section 8.2 and this Section 8.3. Notwithstanding the foregoing, no party shall be of no further force and effect; providedrelieved from liability for any willful, however, that no such termination shall relieve any Party of any intentional material breach of any term or provision hereofthis Agreement.