Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.01, this Agreement shall forthwith become void and there shall be no continuing obligations on the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its termination.

Effect of Termination. In the event of the termination and --------------------- abandonment of this Agreement, the obligations of the parties under Section 12.1 shall survive any such termination. If this Agreement is terminated pursuant to Section 10.1(a), no party shall have any liability for any costs, expenses, loss of anticipated profits or any further obligation for breach of warranty or otherwise to any party to this Agreement. Any termination of this Agreement as provided in Section 8.01pursuant to Sections 10.1(b), this Agreement shall forthwith become void and there 10.1(c) or 10.1(d) shall be no continuing obligations on without prejudice to any other rights or remedies of the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its terminationrespective parties.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0112.1, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party an party hereto or such party's officers, directors, employees or representatives, except (ai) as set forth that the agreements contained in Sections 6.018.3, 9.01, 9.11, 9.12, 9.13 12.8 and 9.14, 12.13 hereof shall survive the termination hereof and (bii) that nothing herein shall relieve any Party party from liability for any breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of this Agreement by any party hereto as provided in Section 8.01this Article VII, this Agreement shall forthwith become void and there shall be no continuing obligations further obligation on the part of any Party hereto party or their respective officers or directors (except (a) as set forth in this Section 8.5 and in Sections 6.01, 9.01, 9.11, 9.12, 9.13 4.1 and 9.14, and (b) that nothing herein 4.7 which shall survive the termination). Nothing in this Section 8.5 shall relieve any Party party from liability for any breach or failure of observance of the provisions of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of the termination and abandonment --------------------- of this Agreement, the obligations of the parties under Section 12.1 shall survive any such termination. If this Agreement is terminated pursuant to Section 10.1(a), no party shall have any liability for any costs, expenses, loss of anticipated profits or any further obligation for breach of warranty or otherwise to any party to this Agreement. Any termination of this Agreement as provided in Section 8.01pursuant to Sections 10.1(b), this Agreement shall forthwith become void and there 10.1(c) or 10.1(d) shall be no continuing obligations on without prejudice to any other rights or remedies of the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its terminationrespective parties.

Effect of Termination. In the event of Upon termination of this Agreement as provided in Section 8.01pursuant to this Article 12, this Agreement shall forthwith become void and there shall be no continuing the rights and obligations on of the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of parties under this Agreement prior to automatically end without any liability against any party or its terminationAffiliates, except as otherwise provided in the Separation Agreement.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.017.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party party hereto or any of its affiliates, directors, officers or stockholders except (ai) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 Section 7.3 and 9.14Section 8.1 hereof, and (bii) that except as otherwise provided in Section 7.3, nothing herein shall relieve any Party party from liability for any breach of this Agreement prior to its terminationTerminating Breach hereof by such party.

Effect of Termination. In Except as provided in Sections 6.1 and 8.5, in the event of the termination of this Agreement as provided in pursuant to Section 8.018.1, this Agreement shall forthwith become void and void, there shall be no continuing obligations liability on the part of any Party, or any of their respective officers or directors, to the other and all rights and obligations of any Party hereto except (a) as set forth in Sections 6.01shall cease; provided, 9.01however, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein such termination shall not relieve any Party from liability for any the breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.017.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party party hereto or any of its affiliates, directors, officers or stockholders except (ai) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 Section 7.3 and 9.14the last sentence of Section 8.1 hereof, and (bii) that nothing herein shall relieve any Party party from liability for any willful breach of this Agreement prior to its terminationhereof.

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.017.1, this Agreement shall forthwith become void and there shall be no continuing obligations Liability on the part of any Party hereto Party, except (a) as set forth in Sections 6.01for the provisions of Section 5.2 relating to public announcements, 9.01Section 8.2 relating to fees and expenses, 9.11, 9.12, 9.13 and 9.14, this Section 7.2 and (b) that nothing herein shall relieve any either Party from liability Liability for any fraud or willful and material breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.017.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party party hereto or any of its affiliates, directors, officers or stockholders except (ai) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 Section 7.3 and 9.14Section 8.1 hereof, and (bii) that nothing herein shall relieve any Party party from liability for any willful breach of this Agreement hereof prior to its such termination.

Effect of Termination. In the event of termination of If this Agreement as provided in Section 8.01is terminated pursuant to Article 9.1, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto except (aor its Affiliates or any of its Representatives) as set forth in Sections 6.01to the other Party; provided, 9.01however, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach hereof prior to such termination; provided, further, that the provisions of Articles 1, 8, 9 and 10 shall survive any termination of this Agreement prior to its terminationAgreement.

Effect of Termination. In Except as otherwise set forth in this Section 11.2 and except for the second sentence of Section 14.12, in the event of the termination of this Agreement as provided in pursuant to Section 8.0111.1, this Agreement shall forthwith become void and there shall be have no continuing obligations effect, without any liability on the part of any Party hereto except (a) as set forth in Sections 6.01or its Affiliates, 9.01officers, 9.11directors, 9.12members or stockholders, 9.13 and 9.14, and (b) that nothing herein shall relieve any other than liability of a Party from liability for any breach Willful Breach of this Agreement by such Party occurring prior to its such termination.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.017.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party hereto or of any of its Affiliates, directors, officers or stockholders, except (a) as set forth in Sections 6.01Section 7.3 and Section 8.1. Except as provided in Section 7.3, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein in this Agreement shall relieve any Party from liability for any breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in Section 8.01is so terminated --------------------- and the Merger is not consummated, this Agreement shall forthwith become void and there shall be have no continuing obligations effect, without any liability on the part of any Party hereto except (a) as set forth in Sections 6.01either party or its directors, 9.01officers or shareholders, 9.11other than the provisions of Section ------- 7.3.(b), 9.12this Section 9.2, 9.13 Section 9.3 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its termination.Article X. -------- ----------- ----------- ---------

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.018.1, this Agreement shall forthwith become void and there shall be no continuing obligations Liability on the part of any either Party hereto except except: (a) as set forth in Sections 6.01Section 8.2, 9.01(b) Section 7.4 (Confidentiality), 9.11, 9.12, 9.13 Section 10.4 (Governing Law) and 9.14Section 10.14 (Expenses) shall survive termination, and (bc) that nothing herein shall relieve any Party from liability for any breach Liability or damages incurred or suffered by a Party as a result of this Agreement prior to its terminationfraud by another Party.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0112.01, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect, without liability of any Party hereto except (aor any stockholder, director, officer, employee, agent, consultant or representative of such Party) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach to the other Parties hereto. The provisions of this Agreement prior Section 12.02 and Sections 13.05, 13.06, 13.07, 13.08 and 13.09 shall survive any termination pursuant to its terminationSection 12.01.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.018.1, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party an party hereto or such party's officers, directors, employees or representatives, except (ai) as set forth that the agreements contained in Sections 6.016.4, 9.01, 9.11, 9.12, 9.13 8.8 and 9.14, 8.13 hereof shall survive the termination hereof and (bii) that nothing herein shall relieve any Party party from liability for any breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of If this Agreement is terminated as provided in this Article 7, no party to this Agreement will have any liability or further obligation to any other party to this Agreement, except as provided in Sections 4.1(b), 8.10, 8.11, 8.13, and 8.14 and except that termination of this Agreement as provided in Section 8.01, this Agreement shall forthwith become void and there shall be no continuing obligations on the part will not affect any liability of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability party for any breach of this Agreement prior to its termination, or any breach at any time of the provisions hereof surviving termination.

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.0113.01, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any either Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14Section 13.03, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of a termination of this Agreement as provided in Section 8.01pursuant to this Section, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party party hereto or any of its affiliates, directors, officers, stockholders or members except (ai) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14Section 11.3 below, and (bii) that nothing herein shall relieve any Party party from liability for any breach of this Agreement hereof occurring prior to its termination.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0111.01, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party hereto party hereto, except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein termination of this Agreement shall relieve be without prejudice to any Party from liability rights any party may have hereunder against any other party for any breach of this Agreement prior Agreement; PROVIDED that, in the event of any such termination, no party shall under any circumstances have any monetary liability to its terminationany other party based upon a breach of any representation or warranty contained herein. The agreements contained in Sections 7.04, 7.08, 8.02, 11.02, 11.03, 12.04 and 12.06 shall survive the termination hereof.

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.018.1, this Agreement shall forthwith become void and there shall be no continuing obligations Liability on the part of any Party hereto Party, except that (a) as set forth in Sections 6.01Section 5.21, 9.01, 9.11, 9.12, 9.13 this Section 8.2 and 9.14, Article IX shall survive any termination and (b) that nothing herein shall relieve affect the rights or remedies of any Party from liability for any breach of this Agreement with respect to fraud or intentional misrepresentation prior to its termination.

Effect of Termination. In the event of termination of this Agreement pursuant to SECTION 12.1, this Agreement (other than SECTION 8.7 (Confidentiality), which shall remain in full force and effect) shall forthwith become null and void, and no party hereto (nor any of their respective affiliates, directors, officers or employees) shall have any liability or further obligation, except as provided in Section 8.01this ARTICLE 12 and in ARTICLE 13; provided, this Agreement shall forthwith become void and there shall be no continuing obligations on the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein in this SECTION 12.2 shall relieve any Party party from liability for any breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to Section 11.1, this Agreement shall become void and of no effect without liability of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party or any of its Affiliates) to the other party hereto, except as provided in Section 8.01, 11.2.5. The provisions of this Agreement shall forthwith become void and there shall be no continuing obligations on the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14Section 11.3, and (b) that nothing herein Section 11.2, 12.1, 12.2, 12.4, 12.5, 12.6, 12.9, 12.10, 12.11 shall relieve survive any Party from liability for any breach of this Agreement prior termination hereof pursuant to its terminationSection 11.1.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0111.1, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party hereto party hereto, except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 with respect to Section 12.8 and 9.14, and (b) except that nothing herein shall will relieve any Party party from liability for any prior breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0110.01, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party hereto party hereto, except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein termination of this Agreement shall relieve be without prejudice to any Party from liability rights any party may have hereunder against any other party for any wilful breach of this Agreement prior to its terminationAgreement. The agreements contained in Sections 6.03(b), 7.01, 7.03, 10.02, 11.04, 11.06, 11.07 and 11.09 shall survive the termination hereof.

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.0111.1, this Agreement shall forthwith become void and there void; provided, however, that such termination shall be no continuing obligations on the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall not relieve any Party party of its obligations under Section 8.3, Section 13.9 and Section 13.15 nor relieve any party from liability for any breach hereof. Upon any termination of this Agreement prior Agreement, each party hereto will return all documents, work papers and other material of the other party relating to its terminationthe transactions contemplated hereby and all copies of such materials, whether so obtained before or after the execution hereof, to the party furnishing the same.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0117.1, this Agreement shall will forthwith become void null and void, and there shall will be no continuing obligations liability or obligation on the part of any Party party hereto (or any of their respective officers, directors, employees, agents or other representatives or Affiliates), except (a) as set forth that the provisions with respect to the expenses in Article XVI hereof and public announcements and confidentiality in Sections 6.01, 9.01, 9.11, 9.12, 9.13 19.14 and 9.14, and (b) that nothing herein shall relieve 19.15 hereof will continue to apply following any Party from liability for any breach of this Agreement prior to its such termination.”

Effect of Termination. In the event of the termination and abandonment of this Agreement as provided in pursuant to Section 8.0111.1 hereof, this Agreement shall forthwith become void and there shall be have no continuing obligations effect, without any liability on the part of any Party party hereto or its affiliates, trustees, directors, officers or shareholders and all rights and obligations of any party hereto shall cease except (a) as set forth for the agreements contained in Sections 6.01Section 11.3 and Section 12.5; provided, 9.01however, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein contained in this Section 11.2 shall relieve any Party party from liability for any breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in Section 8.01is terminated pursuant to SECTION 10.01, this Agreement shall forthwith become void and there shall be immediately terminate with no continuing obligations liability on the part of any Party hereto party hereto, except (a) as set forth that the agreements contained in Sections 6.01SECTIONS 7.01, 9.01, 9.11, 9.12, 9.13 10.03 and 9.14Article XI shall survive the termination hereof, and (b) except that nothing herein each party shall relieve any Party from liability be liable for any breach its willful breaches of this Agreement or willful failure by such party to perform its obligations hereunder prior to its the time of such termination.

Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1 hereof, this Agreement, except as provided in Section 8.01Sections 7.3 and 8.15, this Agreement shall forthwith become null and void and there shall be have no continuing obligations effect, without any liability on the part of any Party hereto party or its directors, officers or stockholders except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 7.3 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its termination8.15.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.0111.01, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party party hereto or any of its affiliates, directors, officers or Shareholders except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 the provisions of Section 12.05 shall survive and 9.14, and (b) that nothing herein shall relieve any Party party from liability for any breach of this Agreement prior to its terminationhereof.

Effect of Termination. In the event of termination of If this Agreement is terminated pursuant to Section 7.01, this Agreement shall become void and of no effect without liability of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party or any of its Affiliates) to the other party hereto, except as provided in Section 8.017.02(d); provided, that nothing contained in this Agreement shall forthwith become void and there shall be no continuing obligations on limit either party’s rights to recover any liabilities or damages arising out of the part other party’s willful breach of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach provision of this Agreement prior Agreement. The provisions of this Section 7.03 and Section 5.22, Section 7.02, Section 9.03 and Section 9.04 shall survive any termination hereof pursuant to its terminationSection 7.01.

Effect of Termination. In the event of termination of (a) If this Agreement as provided in is terminated pursuant to Section 8.0115 herein, this Agreement shall forthwith become void be of no further force and effect and there shall be no continuing obligations further liability hereunder on the part of any Party hereto except (a) as set forth in Sections 6.01either party or its affiliates, 9.01directors, 9.11officers, 9.12shareholders, 9.13 and 9.14, and agents or other representatives. (b) that nothing herein Notwithstanding anything to the contrary contained herein, the provisions of Sections 15 and 16 shall relieve survive any Party from liability for any breach termination of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0110.01 hereof, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto except party (aor any stockholder, member, manager, director, officer, employee, agent, consultant or representative of such party) as set forth in to the other parties hereto. The provisions of Sections 6.017.05, 9.01, 9.11, 9.12, 9.13 11.06 and 9.14, and (b) that nothing herein 11.07 shall relieve survive any Party from liability for any breach of this Agreement prior termination hereof pursuant to its terminationSection 10.01.

Effect of Termination. In the event of the termination of this Agreement as provided in accordance with Section 8.018.1 hereof, this Agreement shall forthwith thereafter become void and there have no effect, and no party hereto shall be no continuing have any liability to the other party hereto or their respective Affiliates, directors, officers or employees, except for the obligations on of the part of any Party parties hereto except (a) as set forth contained in this Section 8.2 and in Sections 6.016.1(b), 9.0110.2, 9.11, 9.12, 9.13 10.3 and 9.1410.11 hereof, and (b) except that nothing herein shall will relieve any Party party from liability for any breach of this Agreement prior to its such termination.

Effect of Termination. In the event of termination of this Agreement by either Unilever or SM, as provided in Section 8.018.1, this Agreement shall forthwith become void and there shall be have no continuing obligations effect, without any liability or obligation on the part of any Party hereto except the Parties, other than the provisions of Sections 12.1 (aConfidentiality), 12.2 (Public Announcements), 12.5 (Fees) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 through and 9.14including 12.12 (Headings), and (b) this Section 11.2 and except to the extent that nothing herein shall relieve any Party such termination results from liability for any the willful and material breach of this Agreement prior to its terminationby a party hereof.

Effect of Termination. In the event of the termination and abandonment of this Agreement as provided in Section 8.01and the Merger, this Agreement shall forthwith thereafter become void and there shall be have no continuing obligations on the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14effect, and (b) that nothing herein no party hereto shall relieve have any Party from liability to any other party hereto or its stockholders or directors or officers in respect thereof, except for any breach the obligations of this Agreement prior to its terminationCBRL in Section 7.6 hereof and the obligations of the parties hereto in Section 7.7 hereof.

Effect of Termination. In the event of the termination of this Agreement as provided in accordance with Section 8.019.1, this Agreement shall forthwith thereafter become void and there shall be have no continuing obligations on the part of any effect, and no Party hereto shall have any Liability to the other Party hereto or their respective Affiliates, directors, officers or employees, except (a) as set forth for the obligations of the Parties hereto contained in Sections 6.01, 9.01, 9.11, 9.12, 9.13 this Section 9.2 and 9.14, Article X and (b) except that nothing herein shall will relieve any Party from liability Liability for any material breach of any covenant set forth in this Agreement prior to its such termination.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0110.01, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto except party (aor any stockholder, director, officer, employee, agent, consultant or representative of such party) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its terminationthe other party hereto.

Effect of Termination. In the event of termination of If this Agreement as provided is terminated in accordance with Section 8.018.1, this Agreement shall forthwith become null and void and there shall be of no continuing obligations further force or effect with no liability to any Person on the part of any Party party hereto (or any of its representatives or Affiliates), except (a) as set forth that: The terms and provisions of Section 7.6, this Section 8.2 and Article X shall survive and remain in Sections 6.01, 9.01, 9.11, 9.12, 9.13 full force and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its termination.effect;

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.017.1, this Agreement shall forthwith become void and there shall be no continuing obligations further obligation on the part of any Party hereto party, except (a) as set forth in that Sections 6.014.5, 9.017.2, 9.119.1, 9.12, 9.13 9.2 and 9.14, 9.5 shall survive any such termination and (b) that nothing herein shall relieve any Party party from liability for any breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If any party terminates this Agreement as provided in accordance with Section 8.019.01, this Agreement shall will forthwith become void and there shall be no continuing obligations on the part of party will have any Party hereto liability or obligation hereunder, except (a) as set forth in that Sections 6.014.16, 9.01, 9.11, 9.12, 9.13 and 9.145.06, and (b) 6.02, the last two sentences of Section 7.02, Sections 7.06 and 7.08, this Section 9.02 and Article Ten will survive any such termination and remain in full force and effect; provided, however, that nothing herein shall will relieve any Party from party for liability for any breach of this Agreement prior to its terminationby it hereof.

Effect of Termination. (a) In the event of the --------------------- termination of this Agreement as provided in accordance with Section 8.018.1 or Article IX hereof, this Agreement shall forthwith thereafter become void and there have no effect, and no party hereto shall be no continuing have any liability to the other party hereto or their respective Affiliates, directors, officers or employees, except for the obligations on of the part of any Party parties hereto except (a) as set forth contained in this Section 8.2 and in Sections 6.0111.3, 9.01, 9.11, 9.12, 9.13 11.4 and 9.1411.12 hereof, and (b) except that nothing herein shall will relieve any Party party from liability for any willful breach of this Agreement prior to its such termination.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0111.01, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party hereto except party (aor any stockholder, director, officer, employee, agent, consultant or representative of such party) as set forth in Sections 6.01to the other party hereto, 9.01provided that, 9.11if such termination shall result from the willful failure of either party to perform a covenant hereof, 9.12, 9.13 and 9.14, and (b) that nothing herein such party shall relieve any Party from liability be fully liable for any breach and all liabilities and damages incurred or suffered by the other party as a result of this Agreement prior such failure. The provisions of Section 8.03, Section 12.03, Section 12.05, Section 12.06 and Section 12.07 shall survive any termination hereof pursuant to its terminationSection 11.01.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.017.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party party hereto or of any of its Affiliates, directors, officers or stockholders except (ai) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 Section 7.3 and 9.14Section 8.1, and (bii) that nothing herein shall relieve any Party party from liability for any breach of this Agreement prior to its terminationhereof.

Effect of Termination. In the event of termination of this Agreement by any of the Parties hereto as provided in Section 8.0115, this Agreement shall will forthwith become void and there shall will be no continuing obligations liability or obligation on the part of any Party hereto of the Parties or their respective officers or directors except as provided in the confidentiality covenants set forth in Section 6 (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its terminationhereof .

Effect of Termination. In the event of termination of If this Agreement as provided in is validly terminated pursuant to Section 8.0112.1, this Agreement shall forthwith it will become null and void immediately and there shall will be no continuing obligations liability or obligation on the part of any Party party hereto (or any of their respective representatives or Affiliates), except that (a) as set forth in the provisions of Sections 6.01, 9.01, 9.11, 9.12, 9.13 8.2 and 9.14, 8.3 and Article 11 will continue to apply following that termination and (b) that nothing contained herein shall relieve any Party party hereto from liability for any breach of its representations, warranties, covenants or agreements contained in this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.017.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party party hereto or any of its affiliates, directors, officers or shareholders except (ai) as set forth in Sections 6.01this Section 7.2, 9.01, 9.11, 9.12, 9.13 Section 7.3 and 9.14Section 8.1 hereof, and (bii) that nothing herein shall relieve any Party party from liability for any willful or material breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.01SECTION 12.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party hereto party, except (a) as set forth in for SECTIONS 1, 8, 12 AND 13 and any other Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, or provisions which survive the termination of this Agreement by their terms and (b) that nothing herein shall relieve any Party party from liability for any breach or violation of this Agreement prior to its terminationor payment of any obligations hereunder.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated --------------------- pursuant to Section 8.0110.1, this Agreement shall forthwith become void and there shall be have no continuing obligations effect without any liability or obligation on the part of any Party hereto except party hereto, (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 other than liabilities and 9.14, obligations under the Confidentiality Agreement and (b) except as provided in Section 11.1(b) and Section 11.3 below and except that nothing herein no such termination shall relieve any Party from party thereto of any liability for damages resulting from any willful breach by such party of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.01, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party party hereto and all rights and obligations of any party hereto will cease, except that (a) as set forth the agreements contained in Sections 6.01, 9.01, 9.11, 9.12, 9.13 Section 9.04 and 9.14, the last sentence of Section 6.02 shall survive the termination hereof and (b) that nothing herein the parties shall relieve any Party from liability be liable for any breach of this Agreement prior to its terminationwillful breaches hereof.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0110.01, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party hereto party hereto, except that (a) as set forth the agreements contained in Sections 6.01, 9.01, 9.11, 9.12, 9.13 this Section 10.02 and 9.14, Section 11.04 shall survive the termination hereof and (b) that nothing herein no such termination shall relieve any Party party of any liability or damages resulting from liability for any breach by that party of any provision of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.0111.1, this Agreement shall forthwith terminate and become void and there shall be have no continuing obligations effect, without any liability or obligation on the part of any Party hereto or their respective Affiliates or Representatives in respect thereof, except (a) as set forth in Sections 6.01Section 9.7, 9.01this Section 11.3, 9.11and Article XIII, 9.12, 9.13 and 9.14each of which shall survive the termination of this Agreement, and (b) that nothing herein shall will relieve any Party from liability for any breach of fraud or intentional misconduct with respect to this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in Section 8.01is terminated pursuant to ‎Section 10.01, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto except party (aor any shareholder, director, officer, employee, agent, consultant or representative of such party) as set forth in to the other party hereto. The provisions of this ‎Section 10.02 and Sections 6.01‎8.06, 9.01‎11.04, 9.11, 9.12, 9.13 and 9.14‎11.06, and (b) that nothing herein ‎11.07 shall relieve survive any Party from liability for any breach of this Agreement prior termination hereof pursuant to its termination‎Section 10.01.

Effect of Termination. In the event of Upon termination of this Agreement as provided in pursuant to Section 8.0112.1 or Section 12.2, this Agreement shall forthwith become void will be of no force and there shall be no continuing obligations on the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14effect, and (b) that nothing herein shall relieve any Party from liability for any breach no Sections of this Agreement prior will survive such termination. Notwithstanding the foregoing, the Parties will return all materials received under this Agreement to its terminationthe Party providing such materials.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.01, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto except party (aor any Representative of such party) as set forth in Sections 6.01to each other party hereto; provided, 9.01however, 9.11that the provisions of the last sentence of Section 2.02(c), 9.12Section 6.04(c), 9.13 this Section 8.02 and 9.14Article 9 shall survive any termination hereof pursuant to Section 8.01; provided, and (b) further, that nothing herein shall relieve any Party party hereto from liability for any breach Intentional Breach of this Agreement prior to its such termination.

Effect of Termination. In the event of the termination of this Agreement as provided in accordance with Section 8.0110.1, this Agreement shall forthwith become void and there have no effect, except that (i) the provisions of this Section 10.2 and Sections 7.6, 8.6(b), 11.1, 11.2, 11.8 and 11.14 shall be no continuing obligations on the part of survive any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14such termination, and (bii) that nothing herein except as provided in Sections 7.6, 11.1 and 11.2, neither Party shall relieve have any Party from liability for any breach to the other upon termination of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.019.01, then this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto except party (or any Representative, stockholder or Affiliate of such party) to the other party hereto; provided that: (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, neither the Company nor Parent shall be relieved of any intentional breach by such party of any provision of this Agreement; and (b) that nothing herein the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 7.03 and Article 10, which shall relieve survive any Party from liability for any breach termination of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0110.01 hereof, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto except party (aor any stockholder, member, manager, director, officer, employee, agent, consultant or representative of such party) as set forth in to the other party hereto. The provisions of Sections 6.018.05, 9.0111.04, 9.1111.06, 9.12, 9.13 11.07 and 9.14, and (b) that nothing herein 11.08 shall relieve survive any Party from liability for any breach of this Agreement prior termination hereof pursuant to its terminationSection 10.01.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.0111.01, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party party hereto or any of its affiliates, directors, officers or shareholders except (a) as set forth in Sections 6.01the provisions of Section 12.04 shall survive. Notwithstanding the foregoing, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing contained herein shall relieve any Party party from liability for any breach of this Agreement prior to its terminationhereof.

Effect of Termination. In the event of termination Termination of this Agreement as provided by a party (the "TERMINATING PARTY") in accordance with the provisions of this Section 8.01, this Agreement shall forthwith become void and there shall be no continuing obligations 7 will not give rise to any obligation or liability on the part of any the Terminating Party hereto except (a) as set forth in Sections 6.01on account of such termination; provided, 9.01however, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party a party from liability for any a willful breach of this Agreement prior to its terminationAgreement. The provisions of this Section 7 and of Section 8 shall survive any termination of this Agreement.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to --------------------- Section 8.018.1, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability ----------- on the part of any Party hereto party hereto, except (a) as set forth for fraud and for willful breach of a material obligation contained herein and except that the agreements contained in Sections 6.016.3, 9.01, 9.11, 9.12, 9.13 8.3 and 9.14, and (b) that nothing herein this Section 8.2 shall relieve any Party from liability for any breach of this Agreement prior to its termination.survive the termination hereof. ------------ ---- -----------

Effect of Termination. In If this Agreement is terminated pursuant to Section 8.01, all further obligations and liabilities of the event parties hereto under this Agreement will terminate and become void and of no force and effect, except that the rights and obligations in Section 6.12, Article VIII and Article IX will survive termination of this Agreement as Agreement; provided in Section 8.01, this Agreement that such termination shall forthwith become void and there shall be have no continuing obligations effect on the part any liability of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability party for any intentional and willful breach of this Agreement by such party occurring prior to its such termination.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.017.01 hereof or otherwise, this Agreement shall forthwith become void void, other than Sections 5.04, 7.02 and 9.01 hereof which shall remain in full force and effect, and there shall be no continuing obligations further liability on the part of any Party hereto Party, except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any liability of a Party under such sections of this Agreement and except for any liability arising out of a breach of this Agreement prior giving rise to its such termination.

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.0112.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of either Party, provided, however, that Sections 13.1, 14.2, 14.9 and 14.11 hereof shall survive any termination. No Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve be permitted any Party from liability for any breach of rights to terminate this Agreement prior (or refuse or refrain to its terminationclose due to the non-performance of a closing condition hereunder) and pursue a liability claim against any other Party hereto.

Effect of Termination. In the event of termination of If this Agreement is terminated as provided in Section 8.01this Article VII, this Agreement shall forthwith become wholly void and there shall be of no continuing obligations on effect, without liability of either party to the part other, except for the liability of any Party hereto except (a) as set forth party then in breach and Sections 6.01, 9.01, 9.11, 9.01 and 9.12, 9.13 which will continue in force and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its terminationeffect.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0110.01, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party hereto party hereto, except (a) as set forth that the agreements contained in Sections 6.01, 9.01, 9.11, 9.12, 9.13 7.01 and 9.1410.03 shall survive the termination hereof, and (b) except that nothing herein no such termination shall relieve any Party party from liability for any willful breach of this Agreement prior or willful failure by such party to perform its terminationobligations hereunder.

Effect of Termination. In the event of termination of this Agreement by any Party as provided in Section 8.0112.1, this Agreement shall forthwith become void and there shall be have no continuing obligations on the part of any Party hereto effect except that (a) as set forth in this Section 12.2 and Sections 6.0112.3, 9.01, 9.11, 9.12, 9.13 12.4 and 9.14, Article 13 shall survive any termination of this Agreement and (b) that nothing herein notwithstanding anything to the contrary contained in this Agreement, no Party shall relieve be relieved or released from any Party from liability for liabilities or damages arising out of its breach of any breach provision of this Agreement prior to its such termination.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0114.1, no Party hereto (or any of its Connected Persons) will have any liability or further obligation under this Agreement shall forthwith become void and there shall be no continuing obligations on the part of to any other Party hereto to this Agreement, except for (a) as set forth in Sections 6.01any liability that shall have accrued prior to such termination, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for arising out of any breach of this Agreement prior to its such termination and (c) the obligations set forth in Section 15 (Confidentiality) and Section 16 (Miscellaneous), which shall survive termination.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.018.1, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party hereto party hereto, except (a) as set forth for fraud and for willful breach of a material obligation contained herein and except that the agreements contained in Sections 6.016.3, 9.01, 9.11, 9.12, 9.13 8.3 and 9.14, and (b) that nothing herein 9.3 shall relieve any Party from liability for any breach of this Agreement prior to its terminationsurvive the termination hereof.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.017.1, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto except party (aor any Representative of such party) as to any other party; provided that the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Sections 6.01Section 5.9 and Article IX, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein which shall relieve survive any Party from liability for any breach termination of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of this Agreement as provided in pursuant to Section 8.019.8, this Agreement shall forthwith become null and void and there shall be no continuing obligations liability on the part of any Party hereto Party, or any Party’s Affiliates, with respect to this Agreement, except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein such a termination shall relieve not preclude any Party party from liability suing any other party for any breach of this Agreement prior to its terminationAgreement. The following Sections shall survive any termination of this Agreement: Section 1, Section 7.1, Section 7.2, Section 7.3 and Section 9.2 which shall remain in full force and effect.

Effect of Termination. In the event of termination of this Agreement as provided in accordance with Section 8.018.1, this Agreement shall forthwith become void and there shall be no continuing obligations Liability on the part of any Party hereto to any other Party, Affiliates, directors or officers under this Agreement, except that (ai) as set forth the provisions of this Section 8.2 and Article X shall continue in Sections 6.01, 9.01, 9.11, 9.12, 9.13 full force and 9.14, effect and (bii) that nothing herein shall relieve any Party from liability Liability for any breach of this Agreement prior to its such termination.

Effect of Termination. In the event of termination of If this Agreement as provided in Section 8.01is terminated, this Agreement (except for Sections 7.1, 14.2, 14.3 and 14.5 and this Section 10.4, each of which shall forthwith become void survive such termination), shall no longer be of any force or effect and there shall be no continuing obligations liability on the part of any Party hereto party or any of its directors, managers, officers, shareholders or members except (a) that, in the case of termination under any clause of Sections 10.1 or 10.2 as set forth in Sections 6.01a result of a material breach or failure to comply by either party, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein such party shall relieve any Party not be relieved from liability for any such breach of this Agreement prior failure to its terminationcomply.

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.01and abandonment under Section15.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party hereto or their respective officers and directors, except (a) as set forth that the provisions of the second sentence of Section 7.1 hereof and the provisions of Section 22 hereof shall continue in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its terminationeffect.

Effect of Termination. In the event of termination of this Agreement as provided in Section 8.0111.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any either Party hereto except (a) as set forth in Sections 6.01Section 3.6, 9.01, 9.11, 9.12, 9.13 Section 7.2(g) and 9.14, Article 13 and the Escrow Agreement and (b) that nothing herein (including Section 3.6) shall relieve any either Party from liability for any breach of this Agreement occurring prior to its such termination. The exercise of a right of termination of this Agreement is not an election of remedies.

Effect of Termination. In If this Agreement is terminated pursuant to the event of termination provisions of this Agreement as provided in Section 8.01Article 12, this Agreement shall forthwith become void and have no effect, and there shall be no continuing obligations further liability on the part of any Party hereto to any person in respect of this Agreement; provided, however, the covenants and agreements contained in Article 15 and in this Section 12.3 shall survive the termination of this Agreement; and provided further, except (a) as set forth otherwise provided in Sections 6.01this Agreement, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein no such termination shall relieve any Party of any liability resulting from liability for any breach of this Agreement prior to its the time of such termination.

Effect of Termination. In the event of Upon termination of this Agreement as provided in (and the Merger) pursuant to Section 8.019.1 above, this Agreement shall forthwith will become void void, each Party will be responsible for its out-of-pocket expenses (including professional fees and there expenses) and the right to terminate shall be no continuing obligations on the part sole remedy for any failure of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach condition of this Agreement prior to its terminationexcept for a breach of Sections 5.7 or 5.9.

Effect of Termination. (a) In the event of the termination of this Agreement as provided in Section 8.01accordance with Article VIII, this Agreement shall forthwith thereafter become void and there have no effect, and no party hereto shall be no continuing have any Liability to the other party hereto or their respective Affiliates, or their respective directors, officers or employees, except for the obligations on of the part parties hereto contained in this Section 8.5, the last sentence of any Party hereto except (a) as set forth Section 5.22 and in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its termination.9.1,

Effect of Termination. In the event of any termination of this Agreement pursuant to Section 7.1, the parties hereto shall have no obligation or liability to any other party hereto except the provisions of this Section and Sections 8.5, 8.6, 8.8, 8.9, 8.10, 8.11 and 8.12 hereof shall survive any such termination and, except as provided in this Section 8.017.2, all documents executed in connection with this Agreement shall forthwith become void be null and there shall be no continuing obligations on the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to its terminationvoid.

Effect of Termination. In the event of the termination of this Agreement as provided in pursuant to Section 8.017.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party party hereto or any of its affiliates, directors, officers or stockholders except (ai) as set forth in Sections 6.017.3, 9.018.2, 9.118.3, 9.128.5, 9.13 8.12 and 9.148.14 hereof, and (bii) that nothing herein shall relieve any Party party from liability for any breach of this Agreement hereof prior to its such termination.

Effect of Termination. In the event of termination of If this Agreement as provided in Section 8.01is terminated, no Party (or any of its Affiliates or their respective directors, officers, employees, representatives or agents) will have any liability or further obligation to any other Party to this Agreement shall forthwith become void and there shall be no continuing obligations on the part of any Party hereto except (a) as set forth in Sections 6.01Agreement, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any absent fraud or willful breach of this Agreement prior to its such termination and except for the obligations set forth in Sections 6.3(b), (c) and (d) and 11.12, which shall survive termination.

Effect of Termination. In the event of termination of this Agreement as provided in is terminated pursuant to Section 8.018.1, all further obligations of the Parties hereunder shall terminate and this Agreement shall forthwith become null and void and there shall be of no continuing further force and effect, except for the agreements and obligations on the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 this Section 8.2 and 9.14Article X, and (b) except that nothing herein such termination shall not relieve any Party from liability of any Liability for any knowing breach of this Agreement or fraud prior to its such termination.

Effect of Termination. In the event of The termination of this Agreement as provided in Section 8.01, this Agreement from any cause shall forthwith become void and there shall be no continuing obligations on the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve not release any Party from any liability for which has already accrued at the time of termination or which thereafter may accrue in respect of any breach act or omission occurring prior to such termination. Sections 6, 7, 9, 10, 11, 12 and applicable subparts of Section 13 will survive termination of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0110.01, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto except party (aor any Representative of such party) as set forth in Sections 6.01to each other party hereto; provided, 9.01however, 9.11that this Section 10.02 and Article 11 shall survive any termination hereof pursuant to Section 10.01; provided, 9.12further, 9.13 and 9.14that, and (b) that nothing herein no such termination nor payment of the Tempranillo Termination Fee or the Lafite Termination pursuant to Section 11.04 shall relieve any Party party from liability for any breach Willful Breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.01, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part further force or effect without liability of any Party hereto (or any shareholder, consultant or Representative of such Party) to any other Party to this Agreement, except (a) as set forth in Sections 6.01that the provisions of this Section 8.02, 9.01Section 2.09, 9.11Section 8.03, 9.12Section 8.04, 9.13 Section 9.01 and 9.14Article 9 shall survive any termination of this Agreement, and (b) provided further that nothing herein no Party shall relieve be relieved of any Party from liability for any breach of this Agreement arising on or prior to its the date of such termination.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0110.01, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto party (or any stockholder, director, officer, employee, agent, consultant or Representative of such party) to the other party hereto, except (a) as set forth in Sections 6.01Section 7.04 (Confidentiality), 9.01this Section 10.02 and Article 11 (Miscellaneous), 9.11including, 9.12without limitation, 9.13 and 9.14, and Section 11.04 (b) Expenses); provided that nothing herein such termination shall not relieve any Party party from any liability for any willful or knowing breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement is terminated as provided in Section 8.017.1, this Agreement shall forthwith become void and there shall be no continuing obligations liability or further obligation on the part of any Party party hereto or any of their respective shareholders, officers or directors, except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall and no termination pursuant hereto will relieve any Party party from liability for any breach of this Agreement prior to its and (b) the provisions of any confidentiality agreements between or among the parties hereto will survive such termination.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.0110.01, written notice thereof shall forthwith be given to the other party or parties specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party hereto party hereto, except that (a) as set forth the agreements contained in Sections 6.01, 9.01, 9.11, 9.12, 9.13 7.01 and 9.14, 10.03 shall survive the termination hereof and (b) that nothing herein shall relieve any Party party from liability for any breach of this Agreement prior to its terminationhereof.

Effect of Termination. In the event of termination of this Agreement as provided in is terminated pursuant to Section 8.017.1, all further obligations of the Parties hereunder shall terminate and this Agreement shall forthwith become null and void and there of no further force and effect, except for Sections 8.1, 8.4, 8.5, 8.6 shall be no continuing obligations on the part of any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 survive such termination and 9.14, and (b) that nothing herein such termination shall not relieve any Party from of any liability for any breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of the termination and abandonment of this Agreement as provided in pursuant to Section 8.019.1, this Agreement shall forthwith become void and there shall be have no continuing obligations on the part of any Party hereto effect, except that (a) as set forth in Sections 6.01the provisions of this Section 9.2 shall survive any such termination and abandonment, 9.01, 9.11, 9.12, 9.13 and 9.14(b) no such termination shall relieve the breaching Party from Liability resulting from any breach by that Party of this Agreement, and (bc) that nothing herein the Parties shall relieve any Party from liability for any breach of this Agreement prior to its terminationrescind the Merger as provided under Section 7.15 hereof.

Effect of Termination. In the event of a termination of this Agreement as provided in Section 8.01under SECTION 6.1 hereof, this Agreement shall forthwith become void and have no further effect, and, except as set forth below, there shall be no continuing obligations liability on the part of any Party party hereto except (a) as or any of such party's directors, officers, employees or agents to any other party; PROVIDED that the obligations set forth in Sections 6.01SECTION 8.8 shall survive the termination of this Agreement; and PROVIDED, 9.01FURTHER, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein a termination under SECTION 6.1 shall not relieve any Party from party of any liability for any breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement is terminated as provided for in this Section 8.0113.1(d), this Agreement shall forthwith become void cease to have effect and there shall be no continuing obligations further liability on the part of any Party party hereto except (ai) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any breach respect of material breaches of this Agreement prior to its terminationthe termination of this Agreement, and (ii) any other provision set forth in this Agreement with reference to obligations to be performed after termination of this Agreement.

Effect of Termination. In the event of termination of If this Agreement as provided in Section 8.01is terminated pursuant to Sections 14(a)(i) or 14(a)(ii), this Agreement shall forthwith become void be terminated and there shall be no continuing obligations liability on the part of any Party hereto of the Parties except (a) as set forth specified in Sections 6.018(d). Notwithstanding the foregoing, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve any Party from liability for any the Party’s breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.019.01, this Agreement shall forthwith become void and there shall be no continuing obligations liability on the part of any Party hereto Party, except (athat the confidentiality provisions of the Term Sheet, Section 7.01(b) as set forth in Sections 6.01and this Section 9.03 shall survive such termination; provided, 9.01however, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein in this Agreement shall relieve any a Party from liability for (i) any breach by such Party of the terms and provisions of this Agreement prior to its terminationsuch termination or (ii) fraud.

Effect of Termination. In the event of termination of that this Agreement as provided in is terminated pursuant to the provisions of Section 8.0113.1, this Agreement shall forthwith become null and void and there shall be have no continuing obligations on further effect, and no Party shall have any liability with respect thereto, except that Section 14.1 shall survive the part termination of this Agreement; provided, however, that such termination shall not relieve any Party hereto except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall relieve of any Party from liability for any breach of this Agreement prior to its terminationAgreement.

Effect of Termination. In the event of termination of If this Agreement as provided in Section 8.01is terminated pursuant to Sections 10.01, this Agreement shall forthwith become void and there shall be of no continuing obligations on the part effect without liability of any Party hereto party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto, except (a) as set forth that the agreements contained in Sections 6.01, 9.01, 9.11, 9.12, 9.13 6.04 and 9.14, and (b) that nothing herein 11.04 shall relieve survive any Party from liability for any breach of this Agreement prior termination hereof pursuant to its terminationSection 10.01.

Effect of Termination. In the event of termination of If this Agreement as provided in is terminated pursuant to Section 8.019.1, this Agreement shall forthwith become void and there shall be of no continuing obligations effect with no liability on the part of any Party hereto party hereto, except (a) as set forth in Sections 6.01, 9.01, 9.11, 9.12, 9.13 and 9.14, and (b) that nothing herein shall will relieve any Party party from liability for fraud, provided, however, the that provisions of Section 8.1 (Confidentiality), and Article X (General Provisions) will survive any breach of this Agreement prior to its terminationtermination hereof.