Common use of Notice of Termination; Effect of Termination Clause in Contracts

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and, except as otherwise provided in Section 8.1(d), any termination shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of termination of this Agreement by any party as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party except with respect to this Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination shall relieve any party from liability for any damages arising from or arising out of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and, except as otherwise provided and any valid termination in accordance with Section 8.1(d8.01 (other than Section 8.01(a), any termination ) shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of a valid termination of this Agreement by any party the Company or Parent as provided in Section 8.18.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party party, except with respect to that (i) this Section 8.28.02, Section 6.7(b6.02(b), Section 8.3 8.03 and Articles I Article IX shall remain in full force and IXeffect and (ii) subject to Section 8.03, which Sections and Articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination nothing herein shall relieve any party from liability for any damages arising from Fraud or arising out of an intentional and material breach Willful Breach of any covenantrepresentation, warranty, covenant or other agreement or obligation hereunder or intentional fraud, or as provided contained in this Agreement prior to the Non-Disclosure Agreementdate of such termination, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and, except as otherwise provided in Section 8.1(d), and any termination shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of termination of this Agreement by any party as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party except with respect to this Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections sections and Articles articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination shall relieve any party from liability for any damages arising from or arising out of an intentional for a Willful and material breach Material Breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Confidentiality Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article X (aother than pursuant to Section 10.01) A terminating party shall provide deliver written notice of such termination to the each other party hereto specifying with particularity the reason for such terminationtermination and the applicable provision or provisions hereof pursuant to which such termination is being effected, and, except as otherwise provided and any such termination in accordance with this Section 8.1(d), any termination 10.05 shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of termination of . If this Agreement by any party as provided in Section 8.1is terminated pursuant to this Article X, this Agreement shall forthwith it will become void and there shall be of no further force and effect, with no liability or obligation on the part of any party except with respect to this Agreement (or any stockholder, director, officer, employee, agent, or Representative of such party) to any other party hereto; provided that Section 8.2, Section 6.7(b6.04(b), Section 8.3 6.04(d), Section 8.01(c) this Section 10.05, Section 10.06 and Articles I Article XI (and IX, which any related definitions contained in any such Sections or Article) shall remain in full force and Articles shall not terminateeffect; provided, howeverfurther, that notwithstanding anything to the contrary herein, no such termination nor payment of the Company Termination Fee or Parent and US Holdco Termination Fee shall relieve any party from liability for any damages arising from or arising out Willful Breach of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure this Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party parties hereto specifying with reasonable particularity the reason for such termination, and, except as otherwise provided and any such termination in accordance with Section 8.1(d), any termination 9.01 shall be effective immediately upon delivery of such written notice to the other partyparties hereto. (b) In the event of termination of this Agreement by any party as provided in Section 8.19.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party party, except with respect to that (i) this Section 8.29.02, Section 6.7(b7.02(b), Section 8.3 7.12(c), Section 9.03 and Articles I Article X shall remain in full force and IX, which Sections effect and Articles the Guarantee shall not terminate; provided, however, that notwithstanding anything remain in full force and effect in accordance with their respective terms and to the contrary hereinextent provided thereunder and (ii) subject to Section 9.03(b), no such termination Section 9.03(c), Section 9.03(d) and Section 10.18, nothing herein shall relieve any party from liability for any damages arising from fraud or arising out Willful and Material Breach of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled this Agreement prior to all rights and remedies available at law or in equitysuch termination.

Notice of Termination; Effect of Termination. (a) A terminating party The Party desiring to terminate this Agreement pursuant to Sections 10.1(b) through 10.1(d) shall provide give written notice of such termination to the other party Party in accordance with Section 12.8, specifying with particularity the reason for provision or provisions hereof pursuant to which such terminationtermination is effected. The right of any Party to terminate this Agreement pursuant to Section 10.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Party hereto, and, except as otherwise provided in Section 8.1(d), any termination shall be effective immediately upon delivery whether prior to or after the execution of such written notice to the other partythis Agreement. (b) In the event of termination of this Agreement by any party as provided in pursuant to Section 8.110.1, this Agreement shall forthwith become void and there shall be of no liability further force or obligation on the part of any party except with respect to this Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminateeffect; provided, however, that notwithstanding anything (i) the provisions of Section 7.1(b), Article X, Article XI and Article XII shall survive termination and (ii) any termination pursuant to the contrary herein, no such termination Section 10.1 shall not relieve any party from liability Party of any Liability for any damages arising from or arising out of an intentional and material breach of any covenantrepresentation, warranty, covenant or agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled occurring prior to all rights and remedies available at law or in equitysuch termination.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VIII (aother than pursuant to Section 8.1(a)) A terminating party shall provide deliver written notice of such termination to the each other party hereto specifying with particularity the reason for such termination, and, except as otherwise provided and any such termination in Section 8.1(d), any termination accordance with Article VIII shall be effective immediately upon delivery of such written notice to the other party. (b) . In the event of termination of this Agreement by any pursuant to this Article VIII, no party as provided in Section 8.1, to this Agreement shall forthwith become void and there shall be no have any liability or further obligation on hereunder to the part of any other party hereto, except with respect that (a) Section 6.2(b) (Access to this Section 8.2Information (Confidentiality)), Section 6.7(b8.1 (Termination), Section 8.2 (Effect of Termination), Section 8.3 (Termination Fee), and Articles I Article IX (General Provisions) shall survive any termination of this Agreement and IX, which Sections and Articles shall not terminate; provided, however, that (b) notwithstanding anything to the contrary hereinin this Agreement, no such termination shall will not relieve any a breaching party from liability for fraud or any damages arising from or arising out of an intentional willful and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure provision of this Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. The Party desiring to terminate this Agreement pursuant to this Article 8 (aother than pursuant to Section 8.1(i)) A terminating party shall provide deliver written notice of such termination to the each other party Party specifying with particularity the reason for such termination, and, except as otherwise provided and any such termination in accordance with Section 8.1(d), any termination 8.2 shall be effective immediately upon delivery of such written notice to the other party. (b) In Party. Except as otherwise set forth in this Section 8.2, in the event of a termination of this Agreement by any party either the Company or Parent as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party except with respect to this Section 8.2Parent, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminateMerger Sub or the Company hereunder; provided, however, that notwithstanding anything to the contrary hereinprovisions of this Section 8.2, Sections 6.3.2, 8.3, 8.4, 8.5 and Article 9 and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement; provided, further, that no such termination Party shall relieve be relieved or released from any party from liability for any liabilities or damages arising from or arising out of an its willful or intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure provision of this Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party Party shall provide written notice of termination to the other party Party specifying with particularity the reason for such termination, andand in the event of the termination of this Agreement in compliance with this Article 9, except as otherwise provided in Section 8.1(d), any such termination shall be effective immediately upon delivery of such written notice to the other partyParty. (b) In the event of termination of this Agreement by any party Party as provided in Section 8.19.01, Section 9.02, Section 9.03 or Section 9.04, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party Party except with respect to the Confidentiality Agreement and this Section 8.29.05, Section 6.7(b)7.04, Section 8.3 9.06 and Articles I Article 1 and IX, which Sections and Articles shall not terminateArticle 10; provided, however, that notwithstanding anything to the contrary herein, no such termination shall relieve any party Party from liability for any damages arising from for intentional fraud or arising out of an intentional a Willful and material breach of Material Breach or any covenant, agreement or obligation hereunder or intentional fraud, or as provided requirement to make the payments set forth in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equitySection 9.06.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article IX (aother than pursuant to Section 9.01(a)) A terminating party shall provide deliver written notice of such termination to the each other party hereto specifying with reasonable particularity the reason for such termination, and, except as otherwise provided in Section 8.1(d), any termination shall be effective immediately upon delivery of such written notice to the other party. (b) . In the event of termination of this Agreement by any party either the Company or Parent as provided in Section 8.19.01, this Agreement shall forthwith become void and have no effect and there shall be no liability or obligation Liability under this Agreement on the part of any party Party (or any Representatives thereof), except with respect to this that the provisions of Section 8.2, Section 6.7(b7.01(b), Section 8.3 7.09, this Section 9.02, Section 9.03 and Articles I and IX, which Sections and Articles Article X shall not terminatesurvive such termination; provided, however, that notwithstanding anything to the contrary herein, no such termination nothing herein shall relieve any party Party from liability Liability for any damages arising from fraud or arising out of an willful or intentional and material breach of any covenantof its covenants or agreements set forth in this Agreement prior to such termination, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case and the aggrieved party Party shall be entitled to all rights and remedies available at law Law or in equityequity with respect to any such fraud or breach.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party parties specifying with reasonable particularity the reason for such termination, and, except as otherwise provided and any such termination in accordance with Section 8.1(d), any termination 9.01 shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of termination of this Agreement by any party as provided in in, and pursuant to, Section 8.19.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party party, except with respect to that (i) this Section 8.29.02, the last sentence of Section 6.7(b7.02(a), Section 8.3 7.02(b), the last sentence of Section 7.14(c), Section 7.14(e), Section 9.03 and Articles I Article X shall remain in full force and IX, which Sections effect and Articles the Parent Guarantee shall not terminate; provided, however, that notwithstanding anything remain in full force and effect to the contrary hereinextent provided therein and (ii) subject to Section 9.03(c) and Section 9.03(e), no such termination nothing herein shall relieve any party from liability for any damages arising from fraud or arising out Willful and Material Breach of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in this Agreement prior to the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equityTermination Date.

Notice of Termination; Effect of Termination. (a) A terminating The party desiring to terminate this Agreement pursuant to Sections 10.1(b) through 10.1(f) shall provide give written notice of such termination to the other party in accordance with Section 12.7, specifying with particularity the reason for provision or provisions hereof pursuant to which such terminationtermination is effected. The right of any party to terminate this Agreement pursuant to Section 10.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto, and, except as otherwise provided in Section 8.1(d), any termination shall be effective immediately upon delivery whether prior to or after the execution of such written notice to the other partythis Agreement. (b) In the event of termination of this Agreement by any party as provided in pursuant to Section 8.110.1, this Agreement shall forthwith become void and there shall be of no liability further force or obligation on the part of any party except with respect to this Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminateeffect; provided, however, that notwithstanding anything (i) the provisions of Section 7.1(c), Article X and Article XII shall survive termination and (ii) any termination pursuant to the contrary herein, no such termination Section 10.1 shall not relieve any party from of any liability for any damages arising from or arising out of an intentional and material breach of any covenantrepresentation, warranty, covenant or agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled occurring prior to all rights and remedies available at law or in equitysuch termination.

Notice of Termination; Effect of Termination. (a) A terminating party The Party desiring to terminate this Agreement pursuant to Sections 10.1(b) through 10.1(e) shall provide give written notice of such termination to the other party Party in accordance with Section 12.7, specifying with particularity the reason for provision or provisions hereof pursuant to which such terminationtermination is effected. The right of any Party to terminate this Agreement pursuant to Section 10.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Party hereto, and, except as otherwise provided in Section 8.1(d), any termination shall be effective immediately upon delivery whether prior to or after the execution of such written notice to the other partythis Agreement. (b) In the event of termination of this Agreement by any party as provided in pursuant to Section 8.110.1, this Agreement shall forthwith become void and there shall be of no liability further force or obligation on the part of any party except with respect to this Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminateeffect; provided, however, that notwithstanding anything (i) the provisions of Section 7.1(c), Article X and Article XII shall survive termination and (ii) any termination pursuant to the contrary herein, no such termination Section 10.1 shall not relieve any party from liability Party of any Liability for any damages arising from or arising out of an intentional and material breach of any covenantrepresentation, warranty, covenant or agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled occurring prior to all rights and remedies available at law or in equitysuch termination.

Notice of Termination; Effect of Termination. (a) i. A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and, except as otherwise provided in Section 8.1(d), and any termination shall be effective immediately upon delivery of such written notice to the other party. (b) In xx. Xx the event of termination of this Agreement by any party as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party except with respect to this Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections sections and Articles articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination shall relieve any party from liability for any damages arising from or arising out of an intentional for a Willful and material breach Material Breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Confidentiality Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and, and any such termination in accordance with Section 8.01 (except as otherwise provided in Section 8.1(d8.01(i), any termination ) shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of any valid termination of this Agreement by any party as provided in Section 8.18.01, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party except with respect to this Section 8.28.02, Section 6.7(b6.02(b), Section 8.3 8.03 and Articles I Article IX which shall remain in full force and IXeffect; provided that, which Sections and Articles shall not terminate; providedsubject to Section 8.03(e), however, that notwithstanding anything to the contrary herein, no such termination nothing herein shall relieve any party from liability for any damages arising from or arising out intentional breach hereof prior to the date of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equitysuch termination.

Notice of Termination; Effect of Termination. (a) A terminating party The Party desiring to terminate this Agreement pursuant to this Article VIII (other than pursuant to Section 8.01(a)) shall provide written deliver notice of such termination to the other party Parties specifying with particularity the reason for such termination, and, except as otherwise provided specifically set forth in Section 8.1(d6.04(d), any such termination in accordance with this Section 8.02 shall be effective immediately upon delivery of such written notice to the other partyParties. (b) In the event of the termination of this Agreement by any party as provided in pursuant to Section 8.18.01, this Agreement shall forthwith become void void, and there shall be no liability or obligation Liability under this Agreement on the part of any party Party (or any Representative of such Party) to any other Party except with respect to that this Section 8.28.02, the third sentence of Section 6.7(b6.03(c), Section 8.3 8.03, and Articles I Article IX (and IXany related definitions contained in any such Sections or Article), which Sections and Articles shall not terminatesurvive any such termination; provided, however, that notwithstanding anything to the contrary herein, no such termination nothing herein shall relieve any party Party from liability Liability for any damages arising from or arising out of an intentional and material breach of any covenantof its representations, agreement or obligation hereunder or intentional fraudwarranties, covenants, or as provided agreements set forth in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled this Agreement or fraud prior to all rights and remedies available at law or in equitysuch termination.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VIII (aother than pursuant to Section 8.1(a) A terminating party shall provide deliver written notice of such termination to the each other party hereto specifying with particularity the reason for such termination, and, except as otherwise provided in Section 8.1(d), and any such termination shall be effective immediately upon delivery of such written notice to the other party. (b) . In the event of the termination of this Agreement by any party as provided in pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be have no further force and effect, without any liability or obligation on the part of any party or its directors, officers or shareholders, except with respect to this Section 8.2, Section 6.7(b8.3, Section 8.4, Section 8.5 and Article IX (and any related definitions contained in any such Sections or Article), Section 8.3 which shall remain in full force and Articles I and IX, which Sections and Articles shall not terminateeffect; provided, however, that notwithstanding anything this Section 8.2 and any termination of this Agreement shall not relieve a party to this Agreement from liability to the contrary herein, no such termination shall relieve any other party from liability for any damages arising from a willful or arising out of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure this Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. The Party desiring to terminate this Agreement pursuant to this Article VIII (aother than pursuant to Section 8.01) A terminating party shall provide deliver written notice of such termination to the other party Party specifying with particularity in reasonable detail the reason basis for such terminationParty’s exercise of its termination right. If this Agreement is terminated pursuant to this Article VIII, andit will become void and of no further effect, except as otherwise provided in Section 8.1(d)with no liability on the part of either Party to this Agreement (or any officer, director, employee, shareholder, consultant, representative (including any termination shall be effective immediately upon delivery financial or other advisor) or agent of such written notice to Party) except that the other party. provisions of this Section 8.05, Section 8.06 and Article IX (band any related definitions contained in any such Sections or Article) In which shall survive such termination and remain in full force and effect and; provided further that, neither the event of termination of this Agreement by nor anything contained in this Section 8.05 shall relieve a Party from any party as provided in Section 8.1, this Agreement shall forthwith become void liability arising prior to such termination and there no Party shall be no liability or obligation on the part relieved of any party except with respect to this Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination shall relieve any party from liability for any damages arising from or arising out wilful breach by it of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure this Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating The party desiring to terminate this Agreement pursuant to Sections 10.1(b) through 10.1(f) shall provide give written notice of such termination to the other party in accordance with Section 12.7, specifying with particularity the reason for provision or provisions hereof pursuant to which such terminationtermination is effected. The right of any party to terminate this Agreement pursuant to Section 10.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto, and, except as otherwise provided in Section 8.1(d), any termination shall be effective immediately upon delivery whether prior to or after the execution of such written notice to the other party. this Agreement. (b) In the event of termination of this Agreement by any party as provided in pursuant to Section 8.110.1, this Agreement shall forthwith become void and there shall be of no liability further force or obligation on the part of any party except with respect to this Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminateeffect; provided, however, that notwithstanding anything (i) the provisions of Section 7.1(c), Article X and Article XII shall survive termination and (ii) any termination pursuant to the contrary herein, no such termination Section 10.1 shall not relieve any party from of any liability for any damages arising from or arising out of an intentional and material breach of any covenantrepresentation, warranty, covenant or agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled occurring prior to all rights and remedies available at law or in equitysuch termination.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice Any termination of termination to the other party specifying with particularity the reason for such termination, and, except as otherwise provided in this Agreement under Section 8.1(d), any termination shall 8.1 will be effective immediately upon the delivery of such written notice of the terminating Party to the other party. (b) Parties hereto; provided that the Party giving such notice is duly permitted to terminate this Agreement under Section 8.1. In the event of the termination of this Agreement by any party as provided in Section 8.1, this Agreement shall forthwith become void be of no further force or effect and there shall be no liability or obligation on the part of Parent, the Company, Merger Sub or their respective officers, directors or stockholders, except to the extent that a Party shall be liable for any party except with respect to material breach of this Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which Sections and Articles shall not terminateAgreement by such Party; provided, however, that notwithstanding anything to Section 6.1 (Confidentiality), Section 6.2 (No Public Disclosure), Section 6.10 (Expenses), Section 8.1 (Termination), this Section 8.2, and Article 10 (General Provisions) shall survive the contrary herein, no such termination shall relieve any party from liability for any damages arising from or arising out of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Non-Disclosure this Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party Party shall provide written notice of termination to the other party Party specifying with particularity the reason for such termination, andand any such termination in accordance with Section 8.01 shall, except as otherwise provided in subject to Section 8.1(d8.01(c)(ii), any termination shall be effective immediately upon delivery of such written notice to the other partyParty. (b) In the event of termination of this Agreement by any party Party as provided in Section 8.18.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party Party, except with respect to that this Section 8.28.02, Section 6.7(b6.02(a), Section 8.3 8.03 and Articles I Article IX shall remain in full force and IX, which Sections effect and Articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination nothing herein (including Section 8.03) shall relieve any party Party from liability for any damages arising from fraud or arising out of an intentional and material breach Intentional Breach of any covenantrepresentation, warranty, covenant or other agreement or obligation hereunder or intentional fraud, or as provided contained in this Agreement prior to the Non-Disclosure Agreementdate of such termination, in which case the aggrieved party Party shall be entitled to all rights and remedies available at law or in equity.

Notice of Termination; Effect of Termination. (a) A terminating party shall provide written notice of termination to the other party parties specifying with reasonable particularity the reason for such termination, and, except as otherwise provided and any such termination in accordance with Section 8.1(d), any termination 9.01 shall be effective immediately upon delivery of such written notice to the other party. (b) In the event of termination of this Agreement by any party as provided in Section 8.19.01, this Agreement shall forthwith become void and of no further force or effect and there shall be no liability or obligation on the part of any party party, except with respect to that (i) this Section 8.29.02, Section 6.7(b7.02(b), the last sentence of Section 7.06(a), Section 8.3 7.14(d), Section 7.14(e), Section 9.03 and Articles I Article X shall remain in full force and IXeffect and the Confidentiality Agreement and Parent Confidentiality Agreement shall remain in full force and effect in accordance with their terms and (ii) subject to Section 9.03(b) and Section 9.03(e), which Sections and Articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination nothing herein shall relieve any party from liability for any damages arising from fraud or arising out Willful and Material Breach of an intentional and material breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in this Agreement prior to the Non-Disclosure Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equityTermination Date.