Grounds of Termination Sample Clauses

Grounds of Termination. The employer shall not terminate an indefinitely valid employment contract without a proper and compelling reason in accordance with the Employment Contracts Act Chapter 7 Section 2. These grounds for termination include reasons that allow for the termination of the employment contract in accordance with the Employment Contracts Act, as well as reasons relating to the employee’s person, such as neglecting one’s duties, non-compliance with orders given by the employer within their right to manage work, breach of police regulations, unauthorised absence, and manifest negligence at work. In addition, the employer may terminate the employment contract if the work to be offered has diminished substantially and permanently, not temporarily, for financial or production-related reasons or for reasons arising from the reorganization of the employer’s operations, as provided in Section 7(3) of the Employment Contracts Act.
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Grounds of Termination. This Agreement shall terminate automatically upon delivery of notice of termination to Franchisee, if Franchisee or its owners (or any shareholder, member or partner, if Franchisee is a corporation, limited liability company or partnership): A) Abandons or fails to actively operate the Residence licensed under this Agreement; B) Surrenders or transfers control of the operation of the Residence licensed under this Agreement; C) Has made any material misrepresentation or omission in its application for the Franchise; D) (or any shareholder, manager, member or partner, if Franchisee is a corporation, limited liability company, or partnership, and if Franchisee fails to terminate such owner's interest in Franchisee, as the case may be, within ninety (90) days thereof) is convicted of or pleads nolo contendere or the equivalent thereof to a felony or other crime or offense or is subject to any administrative injunction, order, or decree that is likely to adversely affect the System, the Marks, the goodwill associated therewith, Company's interest therein, or the reputation of Franchisee or the Residence licensed under this Agreement; E) Makes a general assignment for the benefit of its creditors, applies for or consents to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, has an involuntary petition in bankruptcy filed against it (which is not released within ninety (90) days), or fails to pay its debts and obligations as they mature in accordance with normal business practices; F) Makes an unauthorized assignment or transfer of this Agreement, the Franchise, the Premises, the Residence licensed under this Agreement, or an ownership interest in Franchisee; G) Is a party to any other franchise agreement with Company for which Company has delivered to Franchisee a notice of termination in accordance with its terms and conditions for cause (except for a termination based upon a failure to satisfy an area development quota); H) Makes any unauthorized use of the Marks or unauthorized use or disclosure of the Confidential Information or any portion thereof; I) Fails or refuses to comply with any mandatory specification, standard, or operating policy or procedure prescribed by Company relating to the operation of the Residence licensed under this Agreement, violates any health, safety, housing or sanitation law, ordinance, or regulation and does not correct such failure or refusa...
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Grounds of Termination. This Agreement may be terminated at any time prior to Completion upon the occurrence of any of the following events: a. By mutual written agreement of the Parties. b. By the Investor upon written notice to the Promoters and Company, if there shall have been: (i) a breach of any Representation and Warranty made under this Agreement, or if any Representation and Warranty shall have become untrue in any respect, or (ii) a breach by the Warrantors of any of their covenants or agreements hereunder and such breach is not cured within thirty (30) days after notice thereof by the Non-defaulting Party, or (iii) in case of Material Adverse Effect. c. By the Investor only, upon written notice to Promoters and Company, if any Governmental Authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement. d. By the Investor only, in the event the Company or any SMC Group Companies or any Promoter becomes or is declared insolvent or bankrupt, makes an assignment for the benefit of all or substantially all of its creditors, enters into an agreement for the composition, extension or readjustment of all or substantially all or of its obligations, or becomes the subject of any Proceedings related to its liquidation or insolvency or for the appointment of a receiver or similar officer. e. By the Promoters only, in the event the if the Investor becomes or is declared insolvent or bankrupt, makes an assignment for the benefit of all or substantially all of its creditors, enters into an agreement for the composition, extension or readjustment of all or substantially all or of its obligations, or becomes the subject of any Proceedings related to its liquidation or insolvency or for the appointment of a receiver or similar officer. f. By Investors only, on termination of the Share Subscription Agreement and/or Shareholders Agreement with XXX Global Securities Limited for any reason whatsoever attributable to the Company and the Promoters.
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Grounds of Termination. This Agreement may be terminated forthwith by notice in writing by the party not in default to the other party if an event of default occurs in relation to that other party. An "event of default" will occur upon the happening of any one or more of the following events: (a) if, subject to clause 3.4(d), FAI does not pay any correct invoice for the purchase price of any Product within 14 days of the date upon which FAI receives written notice from Ness requiring it to do so; (b) if a party defaults in observing any of its obligations under the Agreement and such default, being capable of remedy remains unremedied for a Period of 21 days (or 14 days in the case of an obligation to pay money) after written notice from the other party requiring that such default be remedied; (i) the appointment of a liquidator or provisional liquidator in respect of a party because it is or may become insolvent; (ii) the winding up of a party, at the instigation of a party's creditors or any class of its creditors; (iii) the appointment of an Administrator in respect of a party; (iv) the entry by a party into a scheme of arrangement or composition with or assignment for the benefit of all or any class of its creditors, or a moratorium involving any of them; (v) a party being or stating that it is unable to pay its debts when they fall due; (vi) the appointment of a receiver or receiver and manager in respect of any property of a party; -16- (vii) an application being made which is not dismissed within 5 business days for an order, a resolution being passed or proposed, a meeting being convened or any other action being taken in relation to a party to cause anything described in this Clause 8.2(c), or (viii) anything analogous to or similar in effect happening to any party to cause anything described in Clause 8.2(c) under the law of any relevant jurisdiction, The party affected by an event described in Clause 8.2(c) will be regarded as the party in default and no notice of breach will be required in those circumstances.
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Grounds of Termination. This Agreement shall terminate in the event that at any time during such Initial Term or any Additional Term: (a) Consultant shall die, or (b) Consultant has become disabled, or (c) Consultant has breached this Agreement in any material respect, which breach is not cured by Consultant or is not capable of being cured by Consultant within thirty (30) days after written notice of such breach is given to Consultant, (d) Consultant engages in willful and material misconduct, including willful and material failure to perform his duties hereunder, or (e) The representations of the Consultant to the Company, its officers and directors have been untrue or incorrect on and as of the effective date of this Agreement.
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Grounds of Termination. 1.11.1 This Agreement may be terminated: 7.2.1 by the mutual agreement of all Parties and on the date specified in the relevant agreement; 7.2.2 upon the commencement of the Winding-up of the Company; or 7.2.3 with respect to any Shareholder, upon the completion of the Transfer by that Shareholder of all its Shares in accordance with this Agreement, provided that: (i) that Shareholder shall remain bound by the Surviving Provisions; and (ii) If following such Transfer there remain two or more Shareholders bound by the provisions of this Agreement (in addition to the Surviving Provisions), this Agreement shall continue in full force and effect as between such remaining Shareholders.
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Grounds of Termination. This Agreement may be terminated after Completion as follows: a. If so agreed in writing by Promoters and Investors. b. By the Investor with immediate effect by notice in writing to the Promoters if the Company or any of the SMC Group Companies is declared insolvent, bankrupt, industrially sick, or is unable to pay its debts, or enters into a compromise or any arrangement with its creditors, or in the event that a trustee, receiver or liquidator is appointed to take over all or a substantial part of the assets of the Company or any SMC Group Companies or if the Company or any SMC Group Companies are liquidated or dissolved. c. If the Promoters or Company or SMC Group Companies or any of them (the “Defaulting Party”) commits any material breach under this Agreement which has Material Adverse Effect, the Investors may terminate this Agreement with immediate effect if such material breach is not remedied within thirty (30) days after receipt by the Defaulting Party of a written notification of default from the Investor d. By the Promoters with immediate effect by notice in writing to the Investor, if the Investor is declared insolvent, bankrupt, industrially sick or is unable to pay its debts, or enters into a compromise or any arrangement with its creditors, or in the event that a trustee, receiver or liquidator is appointed to take over all or a substantial part of the assets of the Investor or if the Investor is liquidated or dissolved. e. By the Investor, if at any time the facts emerge indicating that the Company and / or Promoters have intentionally withheld or suppressed information or made any misrepresentations which would have had a Material Adverse Effect. f. By Investors only, on termination of the Share Subscription Agreement and/or Shareholders Agreement with XXX Global Securities Limited for any reason whatsoever attributable to the Company and the Promoters. g. By the Investor, if within four years from the signing of this Agreement, conditions exist that would allow for a listing of the Company’s equity shares on any agreed Indian stock exchange(s) as contemplated in Clause 5.8 of the Agreement and the Company and/or the Promoters decide for reasons of their own not to seek a listing or unless such listing is postponed at the request of the Investor.
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Grounds of Termination. This Agreement may be terminated forthwith by notice in writing by the party not in default to the other party if an event of default occurs in relation to that other party. An "event of default" will occur upon the happening of any one or more of the following events: (a) if, subject to clause 3.4(d), FAI does not pay any correct invoice for the purchase price of any Product within 14 days of the date upon which FAI receives written notice from Ness requiring it to do so; (b) if a party defaults in observing any of its obligations under the Agreement and such default, being capable of remedy remains unremedied for a Period of 21 days (or 14 days in the case of an obligation to pay money) after written notice from the other party requiring that such default be remedied; (i) the appointment of a liquidator or provisional liquidator in respect of a party because it is or may become insolvent; (ii) the winding up of a party, at the instigation of a party's creditors or any class of its creditors; (iii) the appointment of an Administrator in respect of a party; (iv) the entry by a party into a scheme of arrangement or composition with or assignment for the benefit of all or any class of its creditors, or a moratorium involving any of them; (v) a party being or stating that it is unable to pay its debts when they fall due;
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Grounds of Termination. In addition to the rights of termination provided for elsewhere in this Agreement, either Party will be entitled forthwith to terminate this Agreement by written notice to the other Party if: (a) that other Party commits a material breach of any of the provisions of this Agreement and fails to cure the same within one-hundred and twenty (120) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; provided, that if the breaching Party has proposed a course of action to cure the breach and is acting in good faith to cure same but has not cured the breach by the 120th day, such period shall be extended by such period as is reasonably necessary to permit the breach to be cured, provided that such period shall not be extended by more than ninety (90) days, unless otherwise agreed in writing by the Parties. Notwithstanding the foregoing, if the alleged breaching party disputes by written notice to the non-breaching party such material breach in good faith within sixty (60) days of receipt of the notice described above, the non-breaching party shall not have the right to terminate unless it has been determined in accordance with Section 16 that the Agreement was materially breached and the breaching party fails to thereafter cure such material breach within sixty (60) days of the decision of the arbitrator. The right to terminate shall be in addition to and not in substitution for any other available remedy at law or in equity; or (b) that other Party is or becomes subject to an Insolvency Event (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement).
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Related to Grounds of Termination

  • Methods of Termination This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

  • Events of Termination Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

  • Rights of Termination 10.1 The Company may in its sole discretion terminate this agreement by written notice to the Customer if: (a) The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or (b) The Customer defaults in the performance of its obligations under this agreement and the default is in the Company’s reasonable opinion incapable of being remedied; or (c) The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt. 10.2 Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of the Company. The Company shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.

  • Event of Termination As soon as reasonably practicable and in any event within two (2) Business Days after any Responsible Officer of the Borrower obtains knowledge of the occurrence of each Event of Termination or Incipient Event of Termination (if such Incipient Event of Termination is continuing on the date of such notice), the statement of a Responsible Officer of the Borrower setting forth the details of such Event of Termination or Incipient Event of Termination and the action which the Borrower is taking or proposes to take with respect thereto.

  • Contents of Termination Notice A Termination Notice shall specify: (a) the nature of the relevant Event of Default; (b) a date and time, which shall be reasonable in the circumstances, at which termination is to take effect; and (c) whether the party serving the Termination Notice reasonably considers that the Event of Default is capable of remedy, and where the relevant Event of Default is capable of remedy: (i) the steps which the party serving the Termination Notice believes are reasonably required to remedy the Event of Default; and (ii) a reasonable grace period within which such steps may be taken (where the Event of Default is a failure of the Train Operator to pay Track Charges or other amounts due, seven days is a reasonable grace period).

  • Notice of Termination of Employment 2601 Employment may be terminated voluntarily by a nurse or for just cause by the Employer subject to the following periods of written notice, exclusive of any vacation due: (a) for classifications other than Nurse IV or Nurse V -- four (4) weeks, and (b) for Nurse IV and Nurse V classifications -- six (6) weeks. 2602 Employment may be terminated with less notice or without notice: (a) by mutual agreement between the nurse and the Employer for special circumstances, or (b) during the probationary period of a newly hired nurse subject to Article 31 herein, or (c) in the event a nurse is dismissed for sufficient cause to justify lesser or no notice. 2603 The Employer may give equivalent basic pay in lieu of notice. 2604 Subject to other provisions contained in this Agreement relative to termination of employment, each nurse shall, unless otherwise mutually agreed, upon termination of her/his employment and within five (5) office working days following the completion of her/his last working shift, receive pay in lieu of unused vacation, and all salary earned to date of termination.

  • In the Event of Termination After receipt of a notice of termination, except as otherwise directed, the AGENCY shall: a. Remit to the COUNTY, within fourteen (14) calendar days, any advanced funds paid, prorated as of the date of termination. b. Stop working under this Contract on the date of receipt and to the extent specified in the notice of termination. c. Place no further orders or subcontracts to the extent that they relate to the performance of the work, which was terminated. d. Terminate all orders and subcontracts to the extent that they relate to the performance of the work, which was terminated. e. Handle all property as directed by the COUNTY. f. Finalize all necessary up to date reports and documents required under the terms of this Agreement up to the date of termination, up to and including the final expenditure report due at the end of the Contract, if any, without reimbursement beyond that due as of the date of termination for services rendered to the termination date. g. Take any other actions as directed in writing by the COUNTY.

  • Notice of Termination by Employee (a) The notice of termination required to be given by an employee is the same as that required of an Employer, save and except that there is no requirement on the employee to give additional notice based on the age of the employee concerned. (b) If an employee fails to give the notice specified in 6. 1.1 the Employer has the right to withhold monies due to the employee to a maximum amount equal to the ordinary time rate of pay for the period of the notice.

  • Extension of Termination Date (a) The Borrower may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

  • Notice of Termination; Effect of Termination Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

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