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

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.3, Section 10.4 and Article XI, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 9.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.9, this Section 10.39.2, Section 10.4 9.3 and Article XIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementSection 7.9, all of which obligations shall survive termination of this Agreement in accordance with their respective terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of -------------------------------------------- this Agreement pursuant to under Section 10.1 or Section 10.2 shall 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 9.1(d) or Section 9.1(e) and the proviso therein is applicable, ten (10) days after) the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicableeffect, except (ai) for the terms of Section 8.8, as set forth in this Section 10.39.2, Section 10.4 9.3 and Article XIX (General Provisions), each of which shall survive the termination of this Agreement, and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional or willful breach of, or fraud in connection with, of this Agreement. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 7.1 will be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable; provided that the party giving such notice is duly permitted to terminate this Agreement under Section 7.1. In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without and there shall be no liability of to any party hereunder in connection with the Agreement or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicableTransactions, except (ai) for the terms of as set forth in Section 8.85.3(a), this Section 10.37.2, Section 10.4 7.3 and Article XIARTICLE VIII, each of which shall survive the termination of this Agreement, and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for fraud or any knowing and intentional willful breach of, or fraud in connection with, of this Agreement. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement under Section 7.1 above will be effective immediately (or if the termination is pursuant to Section 10.1 7.1(c) or Section 10.2 shall be effective immediately (d) above and the proviso is applicable, at such time as such provision provides for) upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to under Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or partiesparty) to the other party or parties hereto, as applicable, except (ai) for the terms of Section 8.8, as set forth in this Section 10.37.2, Section 10.4 7.3 and Article XIVIII, each of which shall survive the termination of this Agreement, and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional or willful breach of, of or fraud in connection with, with this Agreement. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 8.1 or Section 10.2 8.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 8.1 or Section 10.28.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9 and Section 6.10, this Section 10.38.3, Section 10.4 8.4 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the rights and obligations of the parties hereto set forth in the Confidentiality AgreementAgreement or the Exclusivity Agreement (as amended pursuant to Section 6.10), all of which rights and obligations shall survive any termination of this Agreement in accordance with their termsAgreement.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this AgreementAgreement and the transactions contemplated hereby. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their respective terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 7.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.37.2, Section 10.4 7.3 and Article XIARTICLE VIII, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 7.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent shareholder or other representative Representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.85.8 and Section 5.9, this Section 10.37.2, Section 10.4 7.3 and Article XIVIII, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing willful and intentional material breach of, or fraud in connection with, this AgreementAgreement and the transactions contemplated hereby. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 5.8), all of which obligations shall survive termination of this Agreement in accordance with their respective terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9, this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing willful and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.9), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 7.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.27.1 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any shareholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.37.2, and Section 10.4 7.3 and Article XIVIII hereof, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing willful and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.7, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termsterms and the terms of Section 6.9.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 9.1 will be effective immediately upon the delivery of written notice of termination by the terminating party Party, in the case of Purchaser, to the other party Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or parties heretoSection 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as applicablenotice of termination). In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicableeffect, except (ai) for the terms of as set forth in Section 8.89.1, this Section 10.3, Section 10.4 9.2 and Article XISections 10.1 through 10.9, each of which shall survive the termination of this Agreement, and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, Party from liability for any knowing and intentional breach of, or fraud in connection with, of this Agreement. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth Parties contained in the Confidentiality Agreement, all of the obligations of which obligations shall survive termination of this Agreement in accordance with their its terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any shareholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9, Section 6.10, Section 6.22, this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing willful and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.9), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.2 9.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.9 and Section 7.10 hereof, this Section 10.39.3, and Section 10.4 9.4 and Article XIX hereof, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 7.9 hereof), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.6, Section 6.10 and Section 6.11 hereof, this Section 10.38.2, and Section 10.4 8.3 and Article XIIX hereof, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.10 hereof), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of the last two sentences of Section 8.86.9, Section 6.10, Section 6.17(e), this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing willful and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any shareholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9, this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing willful and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.9), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.2 9.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.9 hereof, this Section 10.39.3, and Section 10.4 9.4 and Article XIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 7.9 hereof), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.2 9.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.9 and Section 7.10, this Section 10.39.3, and Section 10.4 9.4 and Article XIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 7.9), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.01 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the proper termination of this Agreement pursuant to Section 10.1 or Section 10.28.01, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable applicable, (or any director, officer, employee, affiliate, agent or other representative Representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.09, Section 6.10, this Section 10.38.02, and Section 10.4 8.03 and Article XIARTICLE IX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing Willful and intentional Material breach of, or intentional and deliberate fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.09), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 7.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) hereof and the proviso therein is applicable, thirty (30) calendar days after) the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.27.1 hereof, this Agreement shall be of no further force or effect without and there shall be no liability of to any party hereunder in connection with the Agreement or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicableTransactions, except (ai) for the terms of as set forth in Section 8.85.3(a) hereof, this Section 10.37.2, Section 10.4 7.3 hereof and Article XIVIII hereof, each of which shall survive the termination of this Agreement, and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional or willful breach of, or fraud any intentional misrepresentation made in connection with, this Agreement. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.10, this Section 10.38.2, Section 10.4 8.3 and Article XIIX hereof, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein no such termination shall relieve any party hereto of any liability or parties hereto, as applicable, damages to the other party hereto resulting from liability for any knowing and intentional breach of, or fraud in connection with, of this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party or parties hereto; provided, as applicablehowever, that nothing in this sentence shall give a terminating party the right to terminate the Agreement at a time inconsistent with the provisions of Sections 7.1(f), 7.1(g), 7.1(i) and 7.1(j) above. In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without and there shall be no liability or obligation on the part of any party Parent or parties heretothe Company or their respective Subsidiaries, as applicable (officers or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicabledirectors, except (ai) for the terms of as set forth in Section 8.85.4(a), this Section 10.37.2, Section 10.4 7.3 and Article XIVIII, each of which shall survive the termination of this Agreement, Agreement and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, of this Agreement. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8Sections 6.14, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that subject to Sections 8.3 and 9.8, nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any shareholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9 and Section 6.10, this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.9), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 9.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.85.7, Section 7.7, this Section 10.39.2, Section 10.4 9.3 and Article XIARTICLE X, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.8, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that subject to the terms of Section 8.3(f) and Section 8.3(g), nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termsterms and the terms of Section 6.9.

Notice of Termination; Effect of Termination. (a) Any proper and valid termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 9.1 above will be effective immediately upon the delivery of written notice of the terminating party Party to the other party or parties heretoParties, as applicable. which sets forth the provision of Section 9.1 under which such termination is made. (b) In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without and the Transactions shall be abandoned, and there shall be no liability hereunder on the part of any party or parties heretoParty, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) except for and subject to the other party or parties heretofollowing: (i) Section 7.8(a) (Confidentiality), as applicable, except Section 7.11 (a) for the terms of Section 8.8No Claim Against Trust Account), this Section 10.39.2 (Notice of Termination; Effect of Termination), Section 10.4 Article XI (General Provisions) and Article XI, each of which the Confidentiality Agreement shall survive the termination of this Agreement, ; and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, Party from liability for any knowing and willful or intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive or any Transaction Agreement prior to such termination of this Agreement in accordance with their termsor Actual Fraud.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their respective terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of If a party wishes to terminate this Agreement pursuant to Section 10.1 or 11.1, then such party shall deliver to the other parties to this Agreement a written notice stating that such party is terminating this Agreement and setting forth a brief description of the basis on which such party is terminating this Agreement. Any termination of this Agreement under Section 10.2 shall 12.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.211.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicableeffect, except (ai) for the terms of Section 8.8as set forth in Sections 5.2(a), this Section 10.35.3, Section 10.4 5.4, 11..2, 12, 16 and Article XI17, each of which shall survive the termination of this Agreement, Agreement and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, of this Agreement or fraud willful failure to perform any covenant set forth in connection with, this AgreementAgreement prior to such termination. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.14, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that subject to Section 8.3 and Section 9.8, nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid (a) Subject to Section 7.02(b), any termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 7.01 above will be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.27.01, this Agreement shall forthwith become void and there shall be of no further force liability or effect without liability obligation on the part of any party or parties hereto, as applicable (hereto or any directorof its respective affiliates, officerdirectors, employee, affiliate, agent officers or other representative of such party or parties) to the other party or parties hereto, as applicable, stockholders except (a) for the terms of Section 8.8, this Section 10.3, Section 10.4 and Article XI, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreementhereof. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, and in Section 5.03 (Confidentiality), Section 7.03 (Fees and Expenses) hereof, this Section 7.02 and Article VIII, all of which obligations shall remain in full force and effect and survive termination of this Agreement in accordance with their its terms. (b) Any termination of this Agreement by WEST pursuant to Sections 7.01(d) or 7.01(g) hereof shall be of no force or effect unless at or prior to such termination WEST shall have paid to EAST any amounts payable pursuant to Section 7.03(b).

Notice of Termination; Effect of Termination. Any -------------------------------------------- proper and valid termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to under Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or partiesparty) to the other party or parties hereto, as applicable, except (ai) for the terms of Section 8.8, as set forth in this Section 10.38.2, Section 10.4 8.3 and Article XI9, each of which shall survive the termination of this Agreement, and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, of this Agreement. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms. In the event that Company gives Parent notice of an inaccuracy or failure to perform such that this Agreement would be subject to termination pursuant to Section 8.1(b)(iv), Parent shall cause Merger Sub to not consummate the Offer until such inaccuracy or failure to perform is cured.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.2 9.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.6, Section 7.9 and Section 7.10 hereof, this Section 10.39.3, and Section 10.4 9.4 and Article XIX hereof, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 9.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.7, this Section 10.39.2, Section 10.4 9.3 and Article XIX, each of which shall survive the termination of this Agreement, and (b) ; provided that nothing herein shall relieve any party or parties hereto, as applicable, hereto from liability liabilities for any knowing and intentional breach of, or fraud in connection with, of this Agreement, subject to the limitations set forth in Section 9.3(d). In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 7.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.85.5, this Section 10.37.2, Section 10.4 7.3 and Article XIVIII, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this AgreementAgreement and the transactions contemplated hereby. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Confidential Disclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its respective terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateAffiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.6, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.12, this Section 10.38.2, Section 10.4 8.3 and Article XIARTICLE IX, each of which shall survive the termination of this Agreement, and (b) that nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this AgreementAgreement and the transactions contemplated hereby. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their respective terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 9.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.7, this Section 10.39.2, Section 10.4 9.3 and Article XIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach, coupled with a contemporaneous awareness at the time of the action underlying such breach ofthat such underlying action constituted a breach of this Agreement, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 7.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.37.2, Section 10.4 7.3 and Article XIVIII, each of which shall survive the termination of this Agreement, and (b) that subject to Section 7.3(e), nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.210.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.5, this Section 10.310.2, Section 10.4 10.3 and Article XIXII, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 6.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.26.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.85.11, this Section 10.36.2, Section 10.4 6.3 and Article XIVII, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.2 9.2 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.14, this Section 10.39.3, Section 10.4 9.4 and Article XIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid Other than with respect to termination pursuant to Section 7.1(g), any termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party or parties hereto. Any termination of this Agreement under Section 7.1(g) will be effective upon the later of delivery of a valid written notice of the Company to Parent and payment of the Termination Fee described in, as applicableand in accordance with Section 7.3(b). In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicableeffect, except (ai) for the terms of as set forth in Section 8.85.4(a), this Section 10.37.2, Section 10.4 7.3 and Article XIVIII, each of which shall survive the termination of this Agreement, Agreement and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, of this Agreement or fraud in connection with(each, this Agreementa “Covered Breach”). In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement under and in accordance with Section 9.1 will be (but will only be) effective immediately upon (or, if the termination is pursuant to Section 10.1 or Section 10.2 shall be effective immediately upon 9.1(d) and the proviso therein is applicable, ten (10) days after) the delivery of written notice of the terminating party to Shareholder Representative or the other party or parties heretoPurchaser, as applicable, to the other. In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without and there shall be no liability of to any party hereunder in connection with the Agreement or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicableAcquisition, except (ai) for the terms of Section 8.8, as set forth in this Section 10.39.2, Section 10.4 and Article XIX, each of which shall survive the termination of this Agreement, and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional or willful breach of, or fraud in connection withany intentional misrepresentation made in, this AgreementAgreement or the other Transaction Agreements. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 7.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.2, 7.1 this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.85.4, this Section 10.37.2, Section 10.4 7.3 and Article XIVIII, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.15, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that subject to Section 8.3(d), nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant, Financing Party or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.10, Section 6.15(h), Section 6.18(f), this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing Knowing and intentional breach Willful Breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.10), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 7.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) hereof and the proviso therein is applicable, thirty (30) calendar days after) the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.27.1 hereof, this Agreement shall be of no further force or effect without and there shall be no liability of to any party hereunder in connection with the Agreement or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicableTransactions, except (ai) for the terms of as set forth in Section 8.85.3 hereof, this Section 10.37.2, Section 10.4 7.3 hereof and Article XIARTICLE IX hereof, each of which shall survive the termination of this Agreement, and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional or willful breach of, or fraud any intentional misrepresentation made in connection with, this Agreement. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any Except as provided by Section 8.1(g), any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that subject to the terms of Section 8.3(f) and Section 9.8, nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.2 9.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any shareholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.39.3, and Section 10.4 9.4 and Article XIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing intentional and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.