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

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will shall become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.02(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b6.05(b), this Section 7.058.05, Section 7.06 8.06, Section 8.07 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.3(a)(ii), this Section 7.058.5, Section 7.06 and 8.6, Article VIII IX (and any related definitions contained in any such Sections or Article), and Article X which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud Fraud or the material breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful or material breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII Section 7.07 (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement. (iii) and expenses as defined in binding letter of intent dated July 22, 2014.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII Section 7 (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIISection 7, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b)to, this Section 7.05, Section 7.06 7.06, and Article VIII Section 8 (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.03(c), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.02(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party Party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other partyParty. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party Party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such partyParty) to any other party Party hereto, except (i) with respect to Section 5.03(b6.2(b) (as well as the Confidentiality Agreement), this Section 7.058.5, Section 7.06 8.6, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a partyParty, to the extent such liabilities or damages were the result of fraud or the willful breach by another party Party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.06, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful and material breach by another party of any of its representations, warranties, covenants covenants, obligations or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.05 and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article)7.06, which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), Section 6.16(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the fraud, intentional breach by another party of any provisions hereof, or willful misconduct of its representations, warranties, covenants or other agreements set forth in this Agreementanother party.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.03, Section 7.04, Section 7.05, Section 7.06 7.06, and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.02(a), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.2(b) (as well as the Confidentiality Agreement), this Section 7.058.5, Section 7.06 8.6, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by willful misconduct of another party of any of its representations, warranties, covenants or other agreements set forth in this Agreementparty.

Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article VII 7 (other than pursuant to Section 7.017.1) shall deliver written notice of such termination to each of the other party hereto Parties specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 7.5 shall be be, unless otherwise provided herein, effective immediately upon delivery of such written notice to the other partyParty. If this Agreement is terminated pursuant to this Article VII7, it will become void and of no further force and effect, with no liability on the part of any party Party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such partyParty) to any other party heretoParty, except except: (ia) with respect to Section 5.03(b5.3(b), Section 5.18, this Section 7.057.5, Section 7.06 and Article VIII 9 (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and effect; and (iib) with respect to any liabilities or damages incurred or suffered by a partyParty, to the extent such liabilities or damages were the result of fraud or the wilful breach by another party Party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability Liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.04(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII X (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII IX (other than pursuant to Section 7.019.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 9.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIIX, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.059.05 and Section 9.06, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or ArticleSections), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.04(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII V (other than pursuant to Section 7.015.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 this Article V shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIV, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder or shareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.055.06, Section 7.06 5.07 and Article VIII VI (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect except that any such termination shall not relieve a party for a Willful Breach occurring prior to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreementtermination.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII ARTICLE VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIARTICLE VIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII ARTICLE IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants or other agreements agreement set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreementfraud.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach Knowing, Intentional Breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.017.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 7.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability Liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (ia) with respect to Section 5.03(b5.4(b), this Section 7.057.5, Section 7.06 7.6 and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (iib) with respect to any liabilities Liabilities or damages incurred or suffered by a party, to the extent such liabilities Liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such valid termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other partyparties. If this Agreement is validly terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b)5.02, Section 5.18, this Section 7.05, Section 7.06 7.06, Section 8.15 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud committed in connection with this Agreement or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreementthe transactions contemplated hereby.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII ARTICLE VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIARTICLE VIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, 8.5 and Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article)8.6, which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will shall become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.02(b), this Section 7.05, Section 7.06 and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII ‎VII (other than pursuant to Section ‎Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section this ‎Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII‎VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b‎5.03(b), this Section ‎Section 7.05, Section 7.06 ‎Section 7.06, and Article VIII ‎VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 7.02 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.057.02, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated properly pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b5.05(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages (including, in the case of the Company, damages based on the consideration payable to the lenders or stockholders of the Company pursuant hereto) incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article VII 8 (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party Party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other partyParties. If this Agreement is terminated pursuant to this Article VII8, it will this Agreement shall become void and of no further force and effect, with no liability on the part of any party Party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such partyParty) to any other party Party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 8.5 and Article VIII 9 (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (iib) with respect to any liabilities Liabilities or damages incurred or suffered by a partyParty, to the extent such liabilities Liabilities or damages were the result of fraud Fraud or the breach by another party Party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful and material breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement. For purposes of this Section 7.05, a "willful and material breach" shall mean a material breach that is a consequence of an act undertaken by the breaching party with the knowledge (actual or constructive) that the taking of such act would, or would be reasonably expected to cause a breach of this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII ARTICLE XI (other than pursuant to Section 7.0111.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 11.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIARTICLE XI, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, member, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.0511.5, Section 7.06 11.6, and Article VIII ARTICLE XII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII ARTICLE VI (other than pursuant to Section 7.016.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 6.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIARTICLE VI, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.056.5, Section 7.06 6.6 and Article VIII ARTICLE VII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 7.02 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b)5.12, this Section 7.057.02, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, Financing Source or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b5.03(d), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful and material breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VI (other than pursuant to Section 7.016.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 6.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVI, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b4.03(b), this Section 7.056.05, Section 7.06 6.06 and Article VIII VII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.06, and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.4 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b6.3(b), this Section 7.058.4, Section 7.06 8.5, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b6.3(b), this Section 7.058.5, Section 7.06 8.6, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VI (other than pursuant to Section 7.016.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 6.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVI, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b4.03(b), this Section 7.056.05, Section 7.06 6.06 and Article VIII VII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.. Section 6.06

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any Affiliate, stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b5.04(b), Section 5.12, this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of actual fraud or the willful or intentional breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will this Agreement shall become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.058.5, Section 7.06 8.6, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud Fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party Party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.03(c), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of intentional fraud or the knowing or intentional breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdermember, manager, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.3(ii), this Section 7.058.5, Section 7.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), and Article X which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the material breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.017.01 ) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVII , it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b)) , this Section 7.057.05 , Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.5(c), this Section 7.058.5, Section 7.06 8.6 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreementfraud.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.02(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b6.03(b), Section 6.10, this Section 7.058.05, Section 7.06 8.06 and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of active fraud or the willful and material breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.04 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.058.04, Section 7.06 8.05, and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article Arcticle VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII VIII (other than pursuant to Section 7.018.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and and, unless otherwise stated herein, any such termination in accordance with Section 7.05 Article VIII shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIVIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.058.05, Section 7.06 Article I and Article VIII IX (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b)Error! Reference source not found., this Section 7.05, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ARTICLE VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this 5.04(b)this Section 7.05, Section 7.06 7.06, and Article ARTICLE VIII (and any related definitions contained in any such Sections or Article)) except for Section 8.03, which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article ‎ARTICLE VII (other than pursuant to Section ‎Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section this ‎Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article ‎ARTICLE VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section ‎Section 7.05, Section ‎Section 7.06 and Article ‎ARTICLE VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b5.03(c), this Section 7.05, Section 7.06 7.06, and Article VIII (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the willful breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII IX (other than pursuant to Section 7.019.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 9.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VIIIX, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such party) to any other party hereto, except except: (ia) with respect to Section 5.03(b), this Section 7.059.05 and Section 9.06, Section 7.06 and Article VIII (and any related definitions contained in any such Sections or ArticleSections), which shall remain in full force and effect effect; and (iib) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article VII ARTICLE IX (other than pursuant to Section 7.019.1) shall deliver written notice of such termination to each other party hereto Party specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 9.5 shall be effective immediately upon delivery of such written notice to the other partyParties. If this Agreement is terminated pursuant to this Article VIIIX, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement Party (or any stockholdershareholder, director, officer, employee, agent or Representative of such partyParty) to any other party Party hereto, except (i) with respect to Section 5.03(b5.2(b), this Section 7.059.5, Section 7.06 9.6 and Article VIII ARTICLE X (and any related definitions contained in any such Sections or ArticleARTICLE X), which shall remain in full force and effect and (ii) with respect to any liabilities or damages incurred or suffered by a partyParty, to the extent such liabilities or damages were the result of fraud or the willful and material breach by another party Party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Notice of Termination; Effect of Termination. The party Party desiring to terminate this Agreement pursuant to this Article VII 8 (other than pursuant to Section 7.018.1) shall deliver written notice of such termination to each other party hereto Party specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 8.5 shall be effective immediately upon delivery of such written notice to the other partyParty. If this Agreement is terminated pursuant to this Article VII8, it will become void and of no further force and effect, with no liability on the part of any party Party to this Agreement (or any stockholdershareholder, director, officer, employee, agent agent, or Representative of such partyParty) to any other party heretoParty, except except: (ia) with respect to Section 5.03(b6.3(b), this Section 7.05, Section 7.06 Sections 8.5 and 8.6 and Article VIII 9 (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and effect; and (iib) with respect to any liabilities or damages incurred or suffered by a partyParty, to the extent such liabilities or damages were the result of fraud or the breach by another party Party of any of its representations, warranties, covenants covenants, or other agreements set forth in this Agreement.