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

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under and in accordance with Section 7.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f9.1(d) or Section 7.1(g9.1(e) and the proviso therein is applicable, 30 ten (10) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section 7.29.2, Section 7.3 9.3 and Article VIIIX (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under under, and in accordance with with, Section 7.1 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a6.4(a) (Confidentiality), this Section 7.28.2, Section 7.3 8.3 (Fees and Expenses) and Article VIIIIX (General Provisions), each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any intentional fraud or willful breach ofof any representation, warranty, covenant or any intentional misrepresentation made other agreement contained in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms. Payments made pursuant to Section 8.3 (Fees and Expenses) shall be in addition to any other rights, as such terms are modified by Section 5.3(a)remedies and relief of the parties hereto or with respect to the subject matter of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 ‎Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party Party to the other parties hereto. In Parties hereto specifying the event of the termination provision of this Agreement on which such termination is based. If this Agreement is terminated by either the Company, Merger Sub or Parent as provided in Section 7.1‎Section 8.1, this Agreement shall be of forthwith become void and shall have no further force effect, without any liability or effect and there shall be no liability to any party hereunder in connection with obligation on the Agreement part of Parent or the TransactionsCompany, except (i) as set forth for claims for damages to the extent that such termination results from the willful and material breach by a Party of any of its representations, warranties, covenants or agreements in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, ; and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach ofnotwithstanding the foregoing, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations ‎Section 8.1, this ‎Section 8.2, ‎Section 8.3 and Article IX shall survive any termination of this Agreement in accordance with their respective terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (orsubject to, if in the termination is pursuant to case of Section 7.1(f7.1(e) or Section 7.1(g) and 7.1(f), if the proviso therein is applicable, prior delivery of notice of the breach 30 days afterprior to notice of termination) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability Liability to any party hereunder in connection with the Agreement or the Transactions, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability Liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f7.1(e) or Section 7.1(g7.1(g)(i) and the proviso therein is applicable, 30 thirty (30) days after) (or, if the termination is pursuant to Section 7.1(g)(ii), five (5) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIIIVIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of a valid written notice of the terminating party to the other parties party hereto; provided, however, 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 as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with or obligation on the Agreement part of Parent or the TransactionsCompany or their respective Subsidiaries, officers or directors, except (i) as set forth in Section 5.3(a5.4(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 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, 30 thirty (30) calendar days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.17.1 hereof, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except (i) as set forth in Section 5.3(a)) hereof, this Section 7.2, Section 7.3 hereof and Article VIIIVIII hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, or if the termination is pursuant to Section 7.1(f7.1(c) or Section 7.1(g(d) above and the proviso therein is applicable, 30 days afterat such time as such provision provides for) upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in under Section 7.1, this Agreement shall be of no further force or effect and there shall be no without liability to of any party hereunder in connection with (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the Agreement or the Transactionsother party hereto, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party from liability for any intentional or willful breach of, of or any intentional misrepresentation made fraud in connection with this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f7.1(e) or Section 7.1(g7.1(f) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of by the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section Sections 5.6, 7.3 and Article VIIIVIII (General Provisions), each of which shall survive the termination of this AgreementAgreement (PROVIDED, HOWEVER, that the standstill provisions of the Confidentiality Agreement referred to in Section 5.6 shall cease to be of any force or effect if this Agreement is terminated by Parent pursuant to Section 7.1(i)), and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.17.1(i), this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Article I, Section 5.3(a5.1, Section 5.2 (other than the second sentence and the penultimate sentence of Section 5.2 and subsections (i), (ii) and (iii) of Section 5.2), Section 5.4(a), Section 5.6, Article VI, this Section 7.2, Section 7.3 7.3, the applicable provisions of Article VIII and Article VIIIany other provision herein necessary in order to convene the Stockholders Meeting, and if the stockholders adopt the Merger (as it may be amended by any further proposal submitted by Parent), effect the Merger, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any In the event of termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, if by Buyers or the termination is Sellers pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicablethis Article IX, 30 days after) the delivery of written notice of the terminating party thereof shall forthwith be given to the other parties and the transactions contemplated by this Agreement shall be terminated, without further action by any party hereto. In the event of the termination of If this Agreement is terminated and the transactions contemplated hereby are abandoned as provided described in Section 7.1this Article IX, this Agreement shall be become void and of no further force or effect effect, other than the provisions of Article I (Definitions), Section 6.5 (Expenses), this Article IX (Termination) and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except Article X (iMiscellaneous) and as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIIIthe Confidentiality Agreement, each of which shall survive the any such termination of and remain in full force and effect; provided, however, that nothing in this Agreement, and (ii) nothing herein Section 9.2 shall relieve release any party from any liability for any intentional or willful and material breach of, or any intentional misrepresentation made in by such party of the terms and provisions of this Agreement. No Agreement prior to termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of pursuant to this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a)Article IX.

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 6.1 will be effective immediately upon (orsubject to, if in the termination is pursuant to case of Section 7.1(f6.1(e) or Section 7.1(g) and 6.1(f), if the proviso therein is applicable, prior delivery of notice of the breach or inaccuracy 30 days afterprior to notice of termination) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.16.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except (i) as set forth in Section 5.3(a4.3(a), Section 4.10 (other than Parent’s guarantee of the obligations of the Company contained therein), this Section 7.26.2, Section 7.3 6.3 and Article VIIIVII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f7.1(e), (f), (g) or Section 7.1(g(h) and the proviso therein is applicable, 30 thirty days after) the delivery of written notice of the terminating party to the other parties hereto. In hereto specifying the event of the termination provision of this Agreement on which such termination is based. If this Agreement is terminated by either the Company or the Parent as provided in Section 7.1, this Agreement shall be forthwith become void and have no effect, without any liability or obligation on the part of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement Parent or the TransactionsCompany, except (i) as set forth to the extent that such termination results from the knowing and intentional breach by a party of any of its representations, warranties, covenants or agreements in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein notwithstanding the foregoing, Section 7.1 (and the obligation to pay Parent Expenses and the Termination Fee as provided therein), this Section 7.2 and Article 8 shall relieve survive any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in termination of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, or if the termination is pursuant to Section 7.1(f7.1(e) or Section 7.1(g7.1(f) and the proviso therein is and remains applicable, 30 thirty (30) days after) the delivery of written notice of thereof by the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be effect, with no liability of either party to any party hereunder in connection with the Agreement or the Transactionsother, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this AgreementAgreement occurring prior to such termination. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under and in accordance with pursuant to Section 7.1 will shall be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 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 as provided in pursuant to Section 7.1, this Agreement shall be of no further force or effect and there shall be no without liability to of any party hereunder in connection with or parties hereto, as applicable (or any shareholder or Representative of such party or parties) to the Agreement other party or the Transactionsparties hereto, as applicable, except (ia) as set forth in for the terms of Section 5.3(a)5.8 and Section 5.9, this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (iib) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any intentional or willful and material breach of, or any intentional misrepresentation made fraud in connection with, this AgreementAgreement and the transactions contemplated hereby. No In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties contained 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, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(e), Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a)7.1, this Section 7.2, Section 7.3 and Article VIIIVIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (orsubject to, if in the termination is pursuant to case of Section 7.1(f7.1(iv) or Section 7.1(g) and 7.1(v), if the proviso therein is applicable, delivery of notice of the breach 30 days afterbefore notice of termination) the delivery of written notice of the terminating party to the other parties hereto. In the event of the Upon termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability Liability to any party hereunder in connection with the Agreement or the Transactions, except (ia) as set forth in Section 5.3(a)5.1, this Section 7.2, Section 7.3 and Article VIII9, each of which shall survive the termination of this Agreement, and (iib) nothing herein shall relieve any party from liability Liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under and in accordance with Section 7.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f9.1(d) or Section 7.1(g9.1(e) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section 7.29.2, Section 7.3 9.3 and Article VIIIX (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under and in accordance with pursuant to Section 7.1 will shall be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 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 as provided in pursuant to Section 7.1, this Agreement shall be of no further force or effect and there shall be no without liability to of any party hereunder in connection with or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, consultant or representative of such party or parties) to the Agreement other party or the Transactionsparties hereto, as applicable, except (ia) as set forth in for the terms of Section 5.3(a)5.5, this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (iib) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any intentional or willful breach of, or any intentional misrepresentation made fraud in connection with, this AgreementAgreement and the transactions contemplated hereby. No In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties contained 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, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f7.1(e) or Section 7.1(g7.1(f) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there the Merger shall be no liability to any party hereunder in connection with the Agreement or the Transactionsabandoned, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement and the abandonment of the Merger in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any Subject to Section 9.01(j) and Section 9.01(k), any termination of this Agreement under and in accordance with Section 7.1 9.01 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.01, this Agreement shall be void and of no further force or effect and there shall be no liability to any party hereunder in connection with or obligation on the Agreement part of ACI, Bowater, ExchangeCo or their respective officers, directors, stockholders or shareholders, as the Transactionscase may be, or Affiliates, except that (i) as set forth in Section 5.3(a7.01(a), this Section 7.29.02, Section 7.3 9.03 and Article VIII, each of which ARTICLE X shall remain in full force and effect and survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements, all of which obligations shall remain in full force and effect and survive termination of this Agreement in accordance with their terms. In the event of the termination of this Agreement as provided in Section 9.01, ACI and Bowater shall cooperate in filing all documents and taking all actions necessary to cause the dissolution of Parent and Merger Sub as promptly as reasonably practicable following such terms are modified by Section 5.3(a)termination.

Notice of Termination; Effect of Termination. Any termination of this Agreement under under, and in accordance with with, Section 7.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of a written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with or obligation on the Agreement part of Parent, the Company, or the Transactionstheir respective officers, directors or stockholders, except (i) as set forth in Section 5.3(a6.7 (Confidentiality), this Section 7.29.2, Section 7.3 9.3 (Fees) and Article VIIIX (General Provisions), each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any intentional fraud or willful breach ofof any representation, warranty, covenant or any intentional misrepresentation made other agreement contained in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of a valid written notice of the terminating party to the other parties hereto, subject, if applicable, to the 30-day cure period under Sections 7.1(c) and 7.1(d). In the event of the termination of this Agreement as provided in under Section 7.1, this Agreement shall be void and of no further force or effect and there shall be effect, with no liability to on the part of any party hereunder in connection with the Agreement or the Transactionshereto, except that (ia) as set forth in Section 5.3(a5.3(b), this Section 7.2, Section 7.3 and Article VIII, each of which VIII shall survive the termination of this Agreement, Agreement and (iib) nothing herein in this Agreement shall relieve any party from liability for any intentional willful breach of this Agreement or willful failure to perform its obligations under this Agreement. For the avoidance of doubt, the parties hereto acknowledge and agree that termination of this Agreement by the Seller pursuant to Section 7.1(e) shall not, by itself, constitute a breach ofof this Agreement; provided, or however, that any intentional misrepresentation made in such termination shall not preclude the possibility that there has separately been a willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in any confidentiality agreement entered into between the Confidentiality AgreementSeller, on the one hand, and the Buyers or any of their Affiliates, on the other hand, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under and in accordance with pursuant to Section 7.1 will hereof shall be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the ----------- delivery of written notice of the terminating party to the other party or parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.17.1 hereof, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, ----------- except (i) as set forth in Section 5.3(a), this Section 7.2, and as set forth in Section 7.3 and ----------- ----------- Article VIIIVIII (miscellaneous) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for any willful or intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties hereto contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 9.1 will be (but will only be) effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g9.1(d) and the proviso therein is applicable, 30 ten (10) days after) the delivery of written notice of the terminating party Shareholder Representative or the Purchaser, as applicable, to the other parties heretoother. In the event of the termination of this Agreement as provided in Section 7.19.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the TransactionsAcquisition, except (i) as set forth in Section 5.3(a), this Section 7.29.2, Section 7.3 and Article VIIIX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in in, this AgreementAgreement or the other Transaction Agreements. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any (a) Subject to Sections 7.2(b) and (c), any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as . (b) Any termination of this Agreement by SPC pursuant to Sections 7.1(d) or 7.1(e) hereof shall be of no force or effect unless prior to such terms are modified by termination SPC shall have paid to Allegro any amounts payable pursuant to Section 5.3(a7.3(b).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f), 7.1(g), 7.1(h) or Section 7.1(g7.1(i) hereof and the proviso therein is applicable, 30 thirty (30) calendar days afterthereafter) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.17.1 hereof, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except (i) as set forth in Section 5.3(a)) hereof, this Section 7.2, Section 7.3 hereof and Article VIIIVIII hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud or any intentional or willful breach of, or any intentional misrepresentation made in in, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any valid termination of this Agreement under and in accordance with pursuant to Section 7.1 will shall be effective immediately upon (or, or if the termination is pursuant to Section 7.1(fSections 7.1(e), (f) or Section 7.1(g(h) and the proviso therein is applicable, 30 thirty days afterthereafter) 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 as provided in pursuant to Section 7.1, this Agreement shall be of no further force or effect and there shall be no without liability to of any party hereunder in connection with 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 Agreement other party or parties hereto, as applicable; provided that no such termination shall relieve any party hereto of any liability for damages resulting from any willful or intentional breach of this Agreement. Notwithstanding the Transactionsforegoing, except (i) as set forth in the terms of Section 5.3(a)5.12, this Section 7.2, Section 7.3 and Article VIII, VIII shall each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No no termination of this Agreement shall affect the obligations of the parties contained hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g7.17.1(i) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except (i) as set forth in Section 5.3(a5.1(a), this Section 7.2, Section 7.3 and Article VIII, ARTICLE VIII each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementLetter of Intent as it regards Confidential Information, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a5.1(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 8.1, above, will be effective immediately upon (or, or if the termination is pursuant to Section 7.1(fSections 8.1(e) or Section 7.1(g) 8.1(f), above, and the proviso therein is applicable, 30 ten (10) consecutive days after) the delivery of written notice of thereof by the terminating party to the other parties heretoparty. In the event of the termination of this Agreement as provided in Section 7.18.1, above, this Agreement shall be of no further force or effect and there shall be effect, with no liability to of any party hereunder in connection with to the Agreement or the Transactionsother parties, except (i) as the provisions set forth in the last sentence of Section 5.3(a)4.4, above, this Section 7.28.2, Section 7.3 8.3, below, and Article VIII9, each of which below, shall survive the termination of this AgreementAgreement indefinitely, (ii) the provisions of the Confidentiality Agreements shall survive the termination of this Agreement (subject to the time period set forth therein), and (iiiii) nothing herein herein, including Section 8.3(c), shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, or if the termination is pursuant to Section 7.1(f7.1(e) or Section 7.1(g7.1(f) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of thereof by the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, or if the termination is pursuant to Section 7.1(f7.1(e) or Section 7.1(g7.1(f) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of thereof by the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be effect, with no liability of either party to any party hereunder in connection with the Agreement or the Transactionsother, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in -57- the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 8.1 will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g8.1(d) and the proviso therein is applicable, 30 10 days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the TransactionsMerger, except (i) as set forth in Section 5.3(a), this Section 7.28.2, the first sentence of Section 7.3 5.6 and Article VIIIARTICLE IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement under and in accordance with pursuant to Section 7.1 will 10.1 shall be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party Party to the other parties Party or Parties hereto, as applicable. In the event of the termination of this Agreement as provided in pursuant to Section 7.110.1, this Agreement shall be of no further force or effect and there shall be no 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 any party hereunder in connection with the Agreement other Party or the TransactionsParties hereto, as applicable, except (ia) as set forth in for the terms of ARTICLE I, the last sentence of Section 5.3(a2.1(f), the last sentence of Section 2.2(b), Section 4.27, Section 5.8, the last sentence of Section 6.4(a), Section 8.6, this Section 7.210.2, Section 7.3 10.3 and Article VIIIARTICLE XI, each of which shall survive the termination of this Agreement, and (iib) subject to Section 10.3(g), nothing herein in this Agreement shall relieve any party Party or Parties hereto, as applicable, from liability for any knowing and intentional or willful breach of, or any intentional misrepresentation made fraud in connection with, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f7.1(e) or Section 7.1(g7.1(f) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there the Merger shall be no liability to any party hereunder in connection with the Agreement or the Transactionsabandoned, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement and the abandonment of the Merger in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section SECTION 7.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section SECTION 7.1(f) or Section SECTION 7.1(g) hereof and the proviso therein is applicable, 30 thirty (30) calendar days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1SECTION 7.1 hereof, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section SECTION 7.2, Section SECTION 7.3 hereof and Article VIIIARTICLE VIII hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of ------------------------------------------- this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with on the Agreement part of Target, Parent, Merger Sub or the Transactionstheir respective officers or directors, except (i) as set forth in Section 5.3(a5.13(b), this Section 7.2, Section 7.3 and Article VIIIVIII (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful or intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreements or the Convertible Promissory Notes entered into pursuant to Section 5.13, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(e), Section 7.1(f), Section 7.1(g) or Section 7.1(g7.1(j) and in each case the proviso therein is applicable, 30 thirty days after) the delivery of written notice of the terminating party to the other parties hereto. In hereto specifying the event of the termination provision of this Agreement on which such termination is based. If this Agreement is terminated by either the Company or the Parent as provided in Section 7.1, this Agreement shall be forthwith become void and have no effect, without any liability or obligation on the part of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement Parent or the TransactionsCompany, except (i) as set forth to the extent that such termination results from the willful breach by a party of any of its representations, warranties, covenants or agreements in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein notwithstanding the foregoing, Section 7.1, Section 7.2 and this Section 7.3 and Article 8 shall relieve survive any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in termination of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. In the event of termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, if the termination is pursuant to this Article VII, this Agreement shall terminate (except that the Confidentiality Agreement, Section 7.1(f5.18(b), this Section 7.05, Section 7.06 andArticle VIII shall survive any termination), and there shall be no Liability of any party hereto (or any partner, member, manager, shareholder, director, officer, employee, Affiliate, agent or other representative of such party, and, collectively referred to herein as “Related Parties”) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement , as applicable, except as provided in Section 7.15.18(b), this Agreement shall be of no further force or effect Section 7.06, Section 8.11 and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except Section 8.12. The parties acknowledge and agree that (i) nothing in this Section 7.05 shall be deemed to affect the parties’ rights to specific performance under Section 8.12 (except as expressly set forth in Section 5.3(a8.12), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, ; and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of The party desiring to terminate this Agreement under pursuant to this Article VIII (other than pursuant to Section 8.1(a)) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.1 will Article VIII shall be effective immediately upon delivery (or, if the termination is pursuant to Section 7.1(funless otherwise provided herein) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of such written notice of the terminating party to the other parties heretoparty. In the event of the termination of this Agreement as provided in Section 7.1pursuant to this Article VIII, no party to this Agreement shall be of no have any liability or further force or effect and there shall be no liability obligation hereunder to any the other party hereunder in connection with the Agreement or the Transactionshereto, except that (ia) as set forth in Section 5.3(a6.2(b) (Access to Information (Confidentiality)), this Section 7.28.1 (Termination), Section 7.3 8.2 (Notice of Termination; Effect of Termination), Section 8.3 (Termination Fee) and Article VIII, each of which IX (General Provisions) shall survive the any termination of this Agreement, and (iib) nothing herein shall notwithstanding anything to the contrary in this Agreement, termination will not relieve any a breaching party from liability for any intentional or willful breach of, fraud or any intentional misrepresentation made in willful and material breach of any provision of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 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, 30 thirty (30) calendar days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.17.1 hereof, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except (i) as set forth in Section 5.3(a)5.3 hereof, this Section 7.2, Section 7.3 hereof and Article VIIIARTICLE IX hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, or if the termination is pursuant to Section 7.1(f7.1(e) or Section 7.1(g(f) above and the proviso therein is applicable, 30 thirty (30) days after) upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in under Section 7.1, this Agreement shall be of no further force or effect and there shall be no without liability to of any party hereunder in connection with (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the Agreement or the Transactionsother parties hereto, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party from liability for any intentional or willful breach of, of or any intentional misrepresentation made fraud in connection with this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 6.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party to the other parties heretohereto (or, if the termination is pursuant to Section 6.1(f), Section 6.1(g), or Section 6.1(h) hereof and the cure right described therein is applicable, no earlier than the expiration of the applicable cure period). In the event of the termination of this Agreement as provided in Section 7.16.1 hereof, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the this Agreement or the TransactionsMerger, except (i) as set forth in Section 5.3(a), this Section 7.26.2, Section 7.3 6.3 and Article VIIIARTICLE 7 hereof, each of which provisions shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud or any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of in, this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by or terminate any parties’ rights to specific performance pursuant to Section 5.3(a)7.7.

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section SECTION 7.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section 7.1(fSECTION 7.1(F), 7.1(G), 7.1(H) or Section 7.1(g7.1(I) hereof and the proviso therein is applicable, 30 thirty (30) calendar days afterthereafter) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1SECTION 7.1 hereof, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except (i) as set forth in Section 5.3(a)SECTION 5.3(A) hereof, this Section SECTION 7.2, Section SECTION 7.3 hereof and Article VIIIARTICLE VIII hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud or any intentional or willful breach of, or any intentional misrepresentation made in in, this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f7.1(e) or Section 7.1(g7.1(f) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there the Merger shall be no liability to any party hereunder in connection with the Agreement or the Transactionsabandoned, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or 58 of 74 willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement and the abandonment of the Merger in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any -------------------------------------------- termination of this Agreement under and in accordance with Section 7.1 7.01 will be effective immediately upon (or, or if the termination is pursuant to Section 7.1(f7.01(e) or Section 7.1(g7.01(f) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of thereof by the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.17.01, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section 7.27.02, Section 7.3 7.03 and Article VIIIVIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 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, 30 thirty (30) calendar days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.17.1 hereof, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 hereof and Article VIIIVIII hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is Table of Contents pursuant to Section 7.1(f7.1(e), (f), (g) or Section 7.1(g(h) and the proviso therein is applicable, 30 thirty days after) the delivery of written notice of the terminating party to the other parties hereto. In hereto specifying the event of the termination provision of this Agreement on which such termination is based. If this Agreement is terminated by either the Company or the Parent as provided in Section 7.1, this Agreement shall be forthwith become void and have no effect, without any liability or obligation on the part of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement Parent or the TransactionsCompany, except (i) as set forth to the extent that such termination results from the knowing and intentional breach by a party of any of its representations, warranties, covenants or agreements in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein notwithstanding the foregoing, Section 7.1 (and the obligation to pay Parent Expenses and the Termination Fee as provided therein), this Section 7.2 and Article 8 shall relieve survive any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in termination of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 SECTION 8.1 will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of a valid written notice of the terminating party to the other parties hereto, subject, if applicable, to the 30-day cure period under SECTIONS 8.1(c) and 8.1(d). In the event of the termination of this Agreement as provided in Section 7.1under SECTION 8.1, this Agreement shall be void and of no further force or effect and there shall be effect, with no liability to on the part of any party hereunder in connection with the Agreement or the Transactionshereto, except that (ia) as set forth in Section 5.3(aSECTION 6.4(b), this Section 7.2, Section 7.3 SECTION 8.2 and Article VIII, each of which ARTICLE IX shall survive the termination of this Agreement, Agreement and (iib) nothing herein in this Agreement shall relieve any party from liability for any intentional willful breach of this Agreement or willful breach of, or any intentional misrepresentation made in failure to perform its obligations under this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in any confidentiality agreement entered into between the Confidentiality AgreementSeller, on the one hand, and the Buyer, on the other hand, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, or if the termination is pursuant to Section 7.1(f7.1(e) or Section 7.1(g7.1(f) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of thereof by the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be effect, with no liability of either party to any party hereunder in connection with the Agreement or the Transactionsother, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in -57- the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there the Merger shall be no liability to any party hereunder in connection with the Agreement or the Transactionsabandoned, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement and the abandonment of the Merger in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(e), Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a)7.1, this Section 7.2, Section 7.3 and Article VIIIVIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementAgreement (including without limitation the agreement of S&G in Section 5.5 of this Agreement to be bound by and to adhere to the provisions of the Confidentiality Agreement as if S&G were a party thereto with the term “you” and the like referring to S&G), all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 8.1 will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g8.1(d) and the proviso therein is applicable, 30 days 10 Business Days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the this Agreement or the TransactionsMerger, except (i) as set forth in Section 5.3(a), this Section 7.28.2, the first sentence of Section 7.3 5.6 and Article VIIIIX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 hereof will be effective immediately upon (or, or if the termination is pursuant to Section 7.1(f7.1(b)(ii) or Section 7.1(g7.1(c) hereof and the proviso therein is applicable, 30 ten (10) consecutive days after) the delivery of written notice of thereof by the terminating party to the other parties heretoparty. In the event of the termination of this Agreement as provided in Section 7.17.1 hereof, this Agreement shall be of no further force or effect and there shall be effect, with no liability to of any party hereunder in connection with to the Agreement or the Transactionsother parties, except (i) as the provisions set forth in the last sentence of Section 5.3(a)4.3 hereof, this Section 7.2, Section 7.3 7.2 and Article VIII, each of which 8 hereof shall survive the termination of this AgreementAgreement indefinitely, (ii) the provisions of the Confidentiality Agreements shall survive the termination of this Agreement (subject to the time period set forth therein), and (iiiii) each party shall bear its own costs and expenses; provided, however, nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination Termination of this Agreement pursuant to Section 7.1(b) shall affect be the obligations sole and exclusive remedy of the parties Parent and the Merger Sub in respect of any breach of or inaccuracy contained in any of the Confidentiality AgreementCompany’s covenants, all of which obligations shall survive termination agreements, representations or warranties other than an intentional or willful breach of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a)Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactions, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality AgreementLetter of Intent as it regards Confidential Information, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIII8 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement or the Stock Option Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms. A party seeking to terminate this Agreement based on a Material Adverse Effect on the other party shall have the burden of proof to demonstrate all elements of the Material Adverse Effect, as such on the terms are modified by Section 5.3(a)set forth herein, shall have occurred.

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 8.1 will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery by the terminating party of a valid written notice of the terminating party termination to the other parties heretoparty hereto in accordance with the terms hereof. In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except that (i) as set forth in Section 5.3(a5.4(a), Section 5.5, this Section 7.28.2, Section 7.3 8.3, Section 8.4 (to the extent applicable in accordance with its terms) and Article VIII, each of which IX shall survive the termination of this AgreementAgreement and remain in full force and effect (in the case of Article IX, solely to the extent applicable to the other surviving provisions set forth in this clause (i)) and (ii) nothing herein shall relieve any party from liability for any intentional breach of any covenant or willful breach of, or any intentional misrepresentation made agreement contained in this AgreementAgreement prior to termination. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).

Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section SECTION 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of a valid written notice of the terminating party to the other parties party hereto. In the event of the termination of this Agreement as provided in Section SECTION 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(aSECTION 5.4(a), this Section SECTION 7.2, Section SECTION 7.3 and Article ARTICLE VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement, provided that termination of this Agreement in accordance with SECTION 7.1(i)(B) shall be the sole and exclusive remedy in respect of any breach of SECTION 5.12(a). No Except as otherwise provided in SECTION 5.3 of this Agreement, no termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a).