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

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.7, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) or such later time as may be contemplated by Sections 7.1(b), (d), (e)). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect and the Transactions no party hereto shall be abandonedhave any liability hereunder, except for and subject to the following: (i) as set forth in Section 7.4, Section 7.75.5(a), this Section 9.27.2, Section 7.3, and Article XI IX (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for any intentional willful breach of this Agreement or intentional fraud in Agreement. This Section 7.2 shall not impair the making right of the representations and warranties in this Agreementany party to compel specific performance by another party of its obligations hereunder.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under under, and in accordance with, Section 9.1 8.1 above will be effective immediately upon the delivery of a written notice of the terminating Party party to the other Parties. (b) party hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in Section 7.4, Section 7.76.4(a) (Confidentiality), this Section 9.28.2, Section 8.3 (Fees) and Article XI IX (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party party from liability for any intentional fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination of this Agreement or intentional fraud shall affect the obligations of the parties contained in the making Confidentiality Agreement, all of the representations and warranties which obligations shall survive termination of this Agreement in this Agreementaccordance with their terms.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.5, Section 7.77.8, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any willful and intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.7, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach its own Willful Breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreementits own Intentional Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.01 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.18.01, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.46.05(a), Section 7.76.07, this Section 9.28.02, Article XI (General Provisions) X and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional willful breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of A Party desiring to terminate this Agreement under Section 9.1 above will be effective immediately upon the delivery of must give written notice of the terminating Party such termination to the other Parties. (b) Party, specifying the provision pursuant to which such termination is effective. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall will be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) each of Section 7.4, Section 7.78.1, this Section 9.28.2, Section 8.3 and Article XI (General Provisions) and the Confidentiality Agreement shall IX will survive the termination of this Agreement; Agreement and (ii) nothing herein shall will relieve any Party from liability for any intentional breach of this Agreement occurring prior to the termination of this Agreement that was committed intentionally by the breaching party or intentional fraud resulted from the breaching party’s gross negligence. No termination of this Agreement will affect the obligations of the Parties contained in the making Confidentiality Agreement, all of the representations and warranties which obligations will survive termination of this Agreement in this Agreementaccordance with its terms.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.46.4, Section 7.76.7, this Section 9.28.2, Article XI X (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions no party shall be abandonedhave any liability or obligation arising out of or otherwise by virtue of this Agreement; provided, except for and subject to the following: however, that (i) this Section 7.48.2, Section 7.7, this 8.3 and Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement 9 shall survive the termination of this Agreement; Agreement and shall remain in full force and effect, (ii) nothing herein the termination of this Agreement shall not relieve any Party party from any liability for any intentional breach of this Agreement or intentional fraud and (iii) no termination of this Agreement shall affect the obligations of the parties contained in the making Confidentiality Agreement, all of the representations and warranties which obligations shall survive termination of this Agreement in this Agreementaccordance with their terms.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above 11.1 will be effective immediately upon (or if the termination is pursuant to Section 11.1(e) or 11.1(f) and the proviso therein is applicable, ten (10) days after) the delivery of written notice of thereof by the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.111.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.411.2, Section 7.711.3 and Article XII (Miscellaneous), this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 11.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.111.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: that (i) Section 7.48.6, Section 7.7, 8.9 and this Section 9.211.2, Article XI (General Provisions) XII and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach Willful Breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (bor such later time as may be contemplated by Section 8.1(e) and 8.1(f)). In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions no party hereto shall be abandonedhave any liability hereunder, except for and subject to the following: (i) as set forth in Section 7.4, Section 7.75.3(c), this Section 9.28.2, Section 8.3 and Article XI IX (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for any intentional willful breach of this Agreement or intentional fraud in Agreement. This Section 8.2 shall not impair the making right of the representations and warranties in this Agreementany party to compel specific performance by another party of its obligations hereunder.

Notice of Termination; Effect of Termination. (a) Any A terminating party shall provide notice of termination of this Agreement under to the other party specifying with particularity the reason for such termination, and any such termination in accordance with Section 9.1 above will 8.1 shall be effective immediately upon the delivery of such written notice of the terminating Party to the other Partiesparty. (b) In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect forthwith become void and the Transactions there shall be abandonedno liability or obligation on the part of any party except with respect to this Section 8.2, except for the first sentence of Section 6.3(b), Section 8.3 and subject Article X which shall remain in full force and effect; provided, however, that, notwithstanding anything to the following: (i) Section 7.4contrary herein, Section 7.7, no such termination shall relieve any party from liability for any damages resulting from or arising out of fraud or Willful and Material Breach of this Section 9.2, Article XI (General Provisions) and the Agreement. The Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above 7.1 will be effective immediately upon the delivery of written notice of thereof by the terminating Party party to the other Parties. parties hereto (bor, in the case of termination pursuant to Section 7.1(f) or Section 7.1(g), on the date specified therein). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.47.2, Section 7.7, this Section 9.2, 7.3 and Article XI 8 (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement or intentional fraud shall affect the obligations of the parties contained in the making Confidentiality Agreement, all of the representations and warranties which obligations shall survive termination of this Agreement in this Agreementaccordance with their terms.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under pursuant to Section 9.1 above will 3.2 hereof shall be effective immediately upon the delivery of written notice of by the terminating Party party to the other Parties. (bparties hereto, except for termination under Section 3.2(e) which shall occur automatically and without any further actions by any of the parties. In the event of the termination of this Agreement as provided in pursuant to Section 9.13.2 hereof, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.43.3, Section 7.73.4, this Section 9.29.10, Article XI (General ProvisionsSection 12.2(a) and the Confidentiality Agreement Article XIV hereof, each of which shall survive the termination of this Agreement; Agreement without limitation, and (ii) nothing herein shall relieve any Party party from liability for any intentional breach of this Agreement or intentional fraud in invalidate the making provisions of the representations and warranties in this Confidentiality Agreement.

Notice of Termination; Effect of Termination. (a) Any proper and valid termination of this Agreement under pursuant to Section 9.1 above will shall be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) party or parties hereto, as applicable. In the event of the termination of this Agreement as provided in pursuant to Section 9.1, this Agreement shall be of no further force or effect and 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 Transactions shall be abandonedother party or parties hereto, as applicable, except for and subject to the following: (i) Section 7.4, Section 7.7, terms of this Section 9.2, Section 9.3 and Article XI (General Provisions) and the Confidentiality Agreement X, each of which shall survive the termination of this Agreement; and (ii) provided that nothing herein shall relieve any Party party hereto from liability liabilities for any intentional breach of this Agreement or intentional fraud Agreement, subject to the limitations set forth in the making of the representations and warranties in this AgreementSection 9.3(d).

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.8, Section 7.77.11, this Section 9.29.2(b), Article XI ARTICLE X (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.8(a) (Confidentiality), Section 7.77.11 (No Claim Against Trust Account), this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this AgreementActual Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.01 above will shall be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.18.01, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.46.05(a), Section 7.76.07, this Section 9.28.02, Article XI (General Provisions) X and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional willful breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 11.1 above will be effective immediately upon (subject to the proviso therein for application thirty (30) days thereafter) the delivery of written notice of the terminating Party to the other Parties. (b) Parties hereto. In the event of the termination of this Agreement as provided in Section 9.111.1, this Agreement shall be of no further force or effect and the Transactions Acquisition shall be abandoned, except for and subject to the following: (i) Section 7.47.16, Section 7.7, this Section 9.2, and Article XI 12 (General ProvisionsMiscellaneous) and the Confidentiality Agreement shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for any intentional breach of this Agreement or intentional fraud in and/or the making of the representations and warranties in this Agreementother Transaction Documents.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect effect, and there will be no liability or obligation on the Transactions shall be abandonedpart of either CMHC or Netsmart (or any of their respective Representatives or Affiliates), except for and subject to the following: (i) as set forth in Section 7.45.1(d), Section 7.75.3(b), this Section 9.210.2 and Article XI, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for any intentional willful breach of this Agreement. In addition, the Confidentiality Agreement or intentional fraud in shall not be affected by the making termination of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.5, Section 7.7, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud Fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (bor such later time as may be contemplated by Sections 7.1(e) and 7.1(f)). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect and the Transactions no party hereto shall be abandonedhave any liability hereunder, except for and subject to the following: (i) as set forth in Section 7.4, Section 7.75.3(c), this Section 9.27.2, Section 7.3, Section 7.6 and Article XI X (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for any intentional willful breach of this Agreement or intentional fraud in Agreement. This Section 7.2 shall not impair the making right of the representations and warranties in this Agreementany party to compel specific performance by another party of its obligations hereunder.

Notice of Termination; Effect of Termination. (a) Any termination of this -------------------------------------------- Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect effect, and the Transactions parties hereto shall be abandonedhave no further liability hereunder, except for and subject to the following: (i) as set forth in this Section 7.47.2, Section 7.75.3(a), this Section 9.27.3 and Article VIII, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under pursuant to Section 9.1 above will be effective immediately upon the delivery of written notice of by the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.1any such termination, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) Section 7.4, Section 7.7, as set forth in this Section 9.2, Section 9.3 and Article XI X (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from liability for any intentional breach of this Agreement. No termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or intentional fraud in the making of the representations and warranties in this Agreementfailure to perform any obligations.

Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under Section 9.1 above 10.1 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 Parties. Sellers, and in the case of the Sellers, to Purchaser (bit being understood that, in the case of any termination pursuant to Section 10.1(d) or Section 10.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 10.1(d) or Section 10.1(e) shall not be construed as notice of termination). In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (ia) as set forth in Section 7.4, Section 7.710.1, this Section 9.210.2 and Sections 11.1 through 11.10, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (iib) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 9.01 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.19.01, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.04, Section 7.77.07, this Section 9.29.02, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach Willful Breach of this Agreement or intentional fraud with the specific intent to deceive in the making of the representations and warranties in this Agreement. As used herein, the term “Willful Breach” means a deliberate act or a deliberate failure to act, which act or failure to act constitutes a breach of this Agreement, with the actual knowledge that the taking of such action or failure to act would cause such breach.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.6, Section 7.77.9, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this AgreementIntentional Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.6, Section 7.77.9, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement Willful Breach or intentional fraud in the making of the representations and warranties in this AgreementFraud.

Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under Section 9.1 above 10.1 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 Parties. Sellers’ Representative, and in the case of the Sellers, to Purchaser (bit being understood that, in the case of any termination pursuant to Section 10.1(d) or Section 10.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 10.1(d) or Section 10.1(e) shall not be construed as notice of termination). In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (ia) as set forth in Section 7.4, Section 7.710.1, this Section 9.210.2 and Sections 11.1 through 11.10, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (iib) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under Section 9.1 above 10.1 will be effective immediately upon the delivery of written notice of termination by the terminating Party Party, in the case of Buyers, to the other Parties. Seller, and in the case of the Seller, to Buyers (bit being understood that, in the case of any termination pursuant to Section 10.1(d) or Section 10.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 10.1(d) or Section 10.1(e) shall not be construed as notice of termination). In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (ia) as set forth in Section 7.4, Section 7.710.1, this Section 9.210.2 and Sections 11.1 through 11.10, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; , and (iib) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any In the event of termination of this Agreement under as provided in Section 9.1 above will be effective immediately upon the delivery of written notice of (other than Section 9.1(a)), the terminating Party shall deliver prompt notice thereof to the other Parties. (b) , specifying the provisions hereof pursuant to which such termination is made. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in Section 7.46.2(a), Section 7.76.3, this Section 9.29.2 and Article X, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party from liability Liability for any intentional breach of this Agreement. No termination of this Agreement or intentional fraud shall affect the obligations of the Parties contained in the making Confidentiality Agreement, all of the representations and warranties which obligations shall survive termination of this Agreement in this Agreementaccordance with their terms.

Notice of Termination; Effect of Termination. (a) Any termination of A party desiring to terminate this Agreement under pursuant to Section 9.1 above will be effective immediately upon the delivery of 7.1(b), (c), (d), (e), (f), (g), (h), or (i) shall give written notice of the terminating Party such termination to the other Parties. (b) party, specifying the provision pursuant to which such termination is effective. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.47.2, Section 7.77.3 and Article VIII, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party party from liability for any intentional willful breach of this Agreement. No termination of this Agreement or intentional fraud shall affect the obligations of the parties contained in the making Non-Disclosure Agreement, all of the representations and warranties which obligations shall survive termination of this Agreement in this Agreementaccordance with their terms.

Notice of Termination; Effect of Termination. (a) Any termination of A party desiring to terminate this Agreement under Section 9.1 above will be effective immediately upon the delivery of shall give written notice of the terminating Party such termination to the other Parties. (b) party, specifying the provision pursuant to which such termination is effective. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) Section 7.4, Section 7.7, each of this Section 9.2, Section 9.3 and Article XI (General Provisions) and the Confidentiality Agreement X shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party party from liability for any intentional material breach of this Agreement occurring prior to the termination of this Agreement that was committed intentionally by the breaching party or intentional fraud resulted from the breaching party’s gross negligence. No termination of this Agreement shall affect the obligations of the parties contained in the making Non-Disclosure Agreement, all of the representations and warranties which obligations shall survive termination of this Agreement in this Agreementaccordance with its terms.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 ‎9.1 above will be effective immediately upon the delivery of written notice of by the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1‎9.1, this Agreement shall be of no further force or effect and the Transactions contemplated under this Agreement shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.7‎7.5(a) (Confidentiality; Communications Plan; Access to Information), this Section 9.2‎9.2 (Notice of Termination; Effect of Termination), Article and ‎Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreementfraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.7, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this AgreementIntentional Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.6, Section 7.77.9, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.Intentional Fraud. ARTICLE X

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.7, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional and actual fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) party hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions Transaction shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.7, as set forth in this Section 9.2, Section 9.3 and Article XI X (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , (ii) the provisions of Section 1.6(d) shall continue in effect and shall govern the payment and disposition of the Deposit, and (iiiii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 ‎9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1‎9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4‎7.4, Section 7.7‎7.7, this Section 9.2‎9.2, Article XI ‎XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this AgreementIntentional Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.7, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any willful and intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.7, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or intentional fraud and actual Fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any ---------------------------------------------- termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effect and the Transactions Transaction shall be abandoned, except for and subject to the following: (i) as set forth in this Section 7.48.2, Section 7.7, this Section 9.2, 8.3 and Article XI IX (General Provisions) and the Confidentiality Agreement ), each of which shall survive the termination of this Agreement; , (ii) as set forth in Section 1.7 hereof with respect to the handling of the Deposit, and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of The Party terminating this Agreement under pursuant to Section 9.1 above will be effective immediately upon the delivery of (other than pursuant to Section 9.1(a)) shall deliver prompt written notice of the terminating Party thereof to the other Parties. (b) Parties setting forth in reasonable detail the provision of Section 9.1 pursuant to which this Agreement is being terminated and the facts and circumstances forming the basis for such termination pursuant to such provision. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect; provided, except for and subject to the following: however, that (i) Section 7.4, Section 7.7, this Section 9.2, Article XI (General Provisions) Section 9.3, and the Confidentiality Agreement Section 10 shall survive the termination of this Agreement; Agreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any Party for its fraud or from any liability for any intentional breach Willful Breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 9.01 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.19.01, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.47.04, Section 7.77.07, this Section 9.29.02, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach Willful Breach of this Agreement or actual and intentional common law fraud in the making of the representations and warranties in this Agreement. As used herein, the term “Willful Breach” means a deliberate act or a deliberate failure to act, which act or failure to act constitutes a breach of this Agreement, with the actual knowledge that the taking of such action or failure to act would cause such breach.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. (b) parties hereto. In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect effect, and there will be no liability or obligation on the Transactions shall be abandoned, except for and subject to the following: part of any party hereto (or any of their respective Representatives or Affiliates); provided that (i) the provisions set forth in Section 7.47.1(e), Section 7.77.3(a), this Section 9.2, 10.2 and Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party party from any liability for resulting from any intentional willful breach by such party of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. (b) In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except for and subject to the following: (i) Section 7.4, Section 7.77.8, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach its own Willful Breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreementits own Intentional Fraud.

Notice of Termination; Effect of Termination. (a) Any termination of this -------------------------------------------- Agreement under pursuant to Section 9.1 above will 8.1 hereof shall be effective immediately upon the ----------- delivery of written notice of the terminating Party party to the other Parties. (b) party hereto. In the event of the termination of this Agreement as provided in pursuant to Section 9.18.1 ----------- hereof, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.48.2, Section 7.78.3 and Article IX hereof, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement each of which ----------- ----------- shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party party hereto from liability Liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of a valid written notice of the terminating Party party to the other Parties. (b) party hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject (a) as set forth in Section 7.3(a) with respect to the following: (i) Section 7.4, Section 7.7confidentiality, this Section 9.2, Section 9.3 and Article XI (General Provisions) and the Confidentiality Agreement other than Section 11.18, which shall be of no further force or effect), each of which shall survive the termination of this Agreement; Agreement and (iib) nothing herein shall relieve any Party party from liability for any intentional willful breach of this Agreement. No termination of this Agreement or intentional fraud shall affect the obligations of the parties contained in the making Confidentiality Agreement, all of the representations and warranties which obligations shall survive termination of this Agreement in this Agreementaccordance with their terms.

Notice of Termination; Effect of Termination. (a) Any proper termination -------------------------------------------- of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) or, if all the conditions therefor are satisfied, upon the expiration of any relevant cure period provided for in the relevant paragraphs of Section 9.1). In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) Section 7.4, Section 7.7, as set forth in this Section 9.29.2 and Section 11, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party party from liability for any intentional willful breach of any covenant of this Agreement or for any intentional fraud in the making or willful act or omission by a party which renders any representations or warranties of the representations and warranties in this Agreementsuch party untrue.

Notice of Termination; Effect of Termination. (a) Any termination of this -------------------------------------------- Agreement under pursuant to Section 9.1 above will 8.1 hereof shall be effective immediately upon the ----------- delivery of written notice of the terminating Party party to the other Parties. (b) party hereto. In the event of the termination of this Agreement as provided in pursuant to Section 9.18.1 ----------- hereof, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) as set forth in this Section 7.48.2, Section 7.78.3 and Article IX hereof, this Section 9.2, Article XI (General Provisions) and the Confidentiality Agreement each of which ----------- ----------- ---------- shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party party hereto from liability Liability for any intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 11.1 above will be effective immediately upon (or, if the termination is pursuant to Section 11.1(d) or Section 11.1(e) and the proviso therein is applicable, twenty (20) days after) the delivery of written notice of the terminating Party to the other Parties. (b) Parties hereto validly terminating this Agreement in accordance with Section 11.1. In the event of the termination of this Agreement as provided in Section 9.111.1, this Agreement shall be of no further force or effect and the Transactions transactions contemplated hereby shall be abandoned, except for and subject to the followingthat: (i) Section 7.48.1 (Public Disclosure), Section 7.7, this Section 9.2, 8.2(a) (Confidentiality) and Article XI XII (General Provisions) and (excluding Section 12.6 thereof to the Confidentiality Agreement extent it relates to provisions that do not survive) shall survive the termination of this Agreement; , and (ii) nothing herein shall relieve any Party from liability for any knowing and intentional breach of this Agreement or intentional fraud in the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. (a) Any proper termination -------------------------------------------- of this Agreement under Section 9.1 above will shall be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties. parties hereto (b) or, if all of the conditions therefor are satisfied, upon the expiration of any relevant cure period provided for in the relevant paragraphs of Section 9.1). In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect and the Transactions shall be abandonedeffect, except for and subject to the following: (i) Section 7.4, Section 7.7, as set forth in this Section 9.29.2 and Article 11, Article XI (General Provisions) and the Confidentiality Agreement each of which shall survive the termination of this Agreement; Agreement and (ii) nothing herein shall relieve any Party party from liability Liability for any intentional willful breach of any covenant of this Agreement or for any intentional fraud in the making or willful act or omission by a party which renders any representations or warranties of the representations and warranties in this Agreementsuch party untrue.