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 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, Section 8.3 (Fees) and Article IX (General Provisions), each of which shall survive the termination of this Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 7.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party heretoparties hereto (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 8.17.1, this Agreement shall be of no further force or effecteffect and no party hereto shall have any liability hereunder, except (i) as set forth in Section 6.4(a) (Confidentiality5.5(a), this Section 8.27.2, Section 8.3 (Fees) 7.3, and Article IX (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 fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination This Section 7.2 shall not impair the right of this Agreement shall affect the any party to compel specific performance by another party of its obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termshereunder.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e) or Section 8.1(f) and the proviso therein is applicable, thirty (30) days after) the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, Section 8.3 (Fees) and Article IX 9 (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 fraud intentional or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 above 7.1 will be effective immediately upon the delivery of a written notice of the terminating party to the other parties hereto; provided that the party heretogiving such notice is duly permitted to terminate this Agreement under Section 7.1. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effecteffect 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 6.4(a) (Confidentiality5.3(a), this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX (General Provisions)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 fraud or any willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any termination of A party desiring to terminate this Agreement under, and in accordance with, pursuant to Section 8.1 above will be effective immediately upon the delivery of a (other than Section 8.1(a)) shall give written notice of the terminating party such termination to the other party heretoin accordance with Section 9.4, specifying the provision or provisions hereof pursuant to which such termination is being effected. In the event of the valid termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, 8.2 or in Section 8.3 (Fees) and Article IX (General Provisions)8.3, each of which shall survive the termination of this Agreement, this Agreement shall forthwith become void and (ii) nothing herein shall relieve have no effect, without any liability on the part of any party from hereto other than liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(e) or Section 7.1(f) and the proviso therein is applicable, thirty (30) days after) the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX 8 (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 fraud intentional or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any termination of this ------------------------------------------- Agreement under, and in accordance with, properly made under Section 8.1 7.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effecteffect and there shall be no liability hereunder on the part of Talarian, TIBCO, Merger Sub or their respective officers or directors, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX VIII (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 fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 7.1 above will be effective immediately upon the delivery of a written notice of by the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effecteffect and there shall be no liability or obligation on the part of TEAM, Merger Sub, Vsource or any of their officers, directors or agents, except (i) as set forth in Section 6.4(a) (Confidentiality)5.3, Section 5.5, this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX VIII (General Provisions), each of which shall remain in force and survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any termination of A party desiring to terminate this Agreement underpursuant to Section 7.1, and in accordance withother than pursuant to Section 7.1(a), Section 8.1 above will be effective immediately upon the delivery of a shall give written notice of the terminating party such termination to the other party heretoparty, specifying the provision or provisions hereof pursuant to which such termination is being effected. In the event of the valid termination of this Agreement as provided in Section 8.17.1, except as provided in the next sentence of this Section 7.2, which shall survive the termination of this Agreement, this Agreement shall be of forthwith become void and have no further force or effect, except without any liability on the part of any party hereto other than liability for any willful breach of this Agreement occurring prior to such termination. Notwithstanding anything to the contrary contained herein, (i) as set forth the provisions of this Agreement contained in Section 6.4(a) (Confidentiality), this Section 8.2, Section 8.3 (Fees) 7.3 and Article ARTICLE IX (General Provisions), each of which shall survive the termination of this Agreement and shall continue in full force and effect; and (ii) nothing herein no termination of this Agreement shall relieve any party from any liability for any or damages resulting from fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No intentional misrepresentation prior to such 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 termsby such party.

Notice of Termination; Effect of Termination. Any proper -------------------------------------------- termination of this Agreement under, and in accordance with, under Section 8.1 7.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effect, and there shall be no obligation or liability on the part of Parent, Merger Sub, Company, or any of their respective officers, directors, securityholders or affiliates, except (i) as set forth in Section 6.4(a) (Confidentiality)5.7, this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX (General Provisions)8, each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party from liability for any fraud or or, notwithstanding Section 7.6, willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above 9.1 will be effective immediately upon the delivery of a written notice of termination by the terminating party Party, in the case of Purchaser, to the other party heretoCompany, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination). In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality)9.1, this Section 8.2, Section 8.3 (Fees) 9.2 and Article IX (General Provisions)Sections 10.1 through 10.9, each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party Party from liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination of this Agreement shall affect the obligations of the parties Parties contained in the Confidentiality Agreement, all of the obligations of which obligations shall survive termination of this Agreement in accordance with their its terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above 9.1 will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect, and all further obligations of the parties shall terminate without further liability of any such party, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.29.2, Section 8.3 (Fees) 9.3 and Article IX (General Provisions)10, each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any Subject to Section 8.1(b)(iii), any proper termination of this Agreement under, and in accordance with, under Section 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in under Section 8.1, this Agreement shall be of no further force or effecteffect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties hereto, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, Section 8.3 (Fees) and and/or Article IX (General Provisions)IX, each of which shall survive the termination of this Agreement Agreement, and (ii) that nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above will 9.1 or Section 9.2 shall be effective immediately upon the delivery of a written notice of the terminating party to the other party heretoparties hereto (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 or Section 9.2). In the event of the termination of this Agreement as provided in Section 8.19.1 or Section 9.2, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, Section 8.3 (Fees) 9.4 and Article IX (10, “General Provisions), ,” each of which shall survive the termination of this Agreement and (ii) nothing herein shall relieve any party from liability Liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination of this Agreement shall affect the obligations or for any intentional or willful act or omission by a party which renders any representations or warranties of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termssuch party untrue.

Notice of Termination; Effect of Termination. Any termination of A Party desiring to terminate this Agreement under, and in accordance with, Section 8.1 above will be effective immediately upon the delivery of a must give written notice of the terminating party such termination to the other party heretoParty, specifying the provision pursuant to which such termination is effective. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall will be of no further force or and effect, except (i) as set forth in each of Section 6.4(a) (Confidentiality)8.1, this Section 8.2, Section 8.3 (Fees) and Article IX (General Provisions), each of which shall will survive the termination of this Agreement and (ii) nothing herein shall will relieve any party Party from liability for any fraud or willful breach of any representation, warranty, covenant this Agreement occurring prior to the termination of this Agreement that was committed intentionally by the breaching party or other agreement contained in this Agreementresulted from the breaching party’s gross negligence. No termination of this Agreement shall will affect the obligations of the parties Parties contained in the Confidentiality Agreement, all of which obligations shall will survive termination of this Agreement in accordance with their its terms.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party heretoparties hereto (or 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 8.1, this Agreement shall be of no further force or effecteffect and no party hereto shall have any liability hereunder, except (i) as set forth in Section 6.4(a) (Confidentiality5.3(c), this Section 8.2, Section 8.3 (Fees) and Article IX (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 fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination This Section 8.2 shall not impair the right of this Agreement shall affect the any party to compel specific performance by another party of its obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termshereunder.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effecteffect and no party shall have any liability or obligation arising out of or otherwise by virtue of this Agreement; provided, except however, that (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, Section 8.3 (Fees) and Article IX (General Provisions), each of which Section 9 shall survive the termination of this Agreement and shall remain in full force and effect, (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any fraud or willful intentional breach of any representation, warranty, covenant or other agreement contained in this Agreement. No Agreement and (iii) 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effecteffect and there shall be no liability or obligation on the part of Parent or the Company or their respective Subsidiaries, officers or directors, except (i) as set forth in Section 6.4(a) (Confidentiality5.4(a), this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX (General Provisions)VIII, each of which shall survive the termination of this Agreement and (ii) nothing herein shall relieve with respect to any liabilities or damages incurred or suffered by a party from liability for any as a result of fraud or willful the intentional and material breach by the other party of any representationof its representations, warrantywarranties, covenant covenants or other agreement contained agreements set forth 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 above 7.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effecteffect and there shall be no liability or obligation on the part of Parent, the Company, Parent’s Subsidiaries or their respective officers or directors, except (i) as set forth in Section 6.4(a) (Confidentiality5.4(a), this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX (General Provisions)VIII, each of which shall survive the termination of this Agreement and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful and material breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Agreement, nothing herein in this Agreement shall relieve any party from liability for any fraud or such willful breach of any representation, warranty, covenant or 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 termsand material breach.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, pursuant to Section 8.1 above will 7.1 hereof shall be effective immediately upon the delivery of a 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 8.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.27.2, and as set forth in Section 8.3 (Fees) 7.3 and Article IX VIII (General Provisions)miscellaneous) hereof, each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for any fraud willful or willful intentional breach of any representation, warranty, covenant or other agreement contained in 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.

Notice of Termination; Effect of Termination. Any termination -------------------------------------------- of this Agreement under, and in accordance with, under Section 8.1 12.01 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.112.01, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.212.02, Section 8.3 (Fees) 12.03, 12.04 and Article IX XIII (General ProvisionsMiscellaneous), each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Reciprocal Nondisclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 above 7.01 will be effective immediately upon (or if the termination is pursuant to Section 7.01(e) or 7.01(f) and the proviso therein is applicable, thirty (30) days after) the delivery of a written notice of thereof by the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.01, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.27.02, Section 8.3 (Fees) 7.03 and Article IX VIII (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 fraud intentional or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 8.01 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in under Section 8.18.01, this Agreement shall be of no further force or effecteffect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties hereto, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.28.02, Section 8.3 (Fees) 8.03 and Article IX (General Provisions)9, each of which shall survive the termination of this Agreement Agreement, and (ii) that nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above 7.1 will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX (General Provisions)8, each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant of this Agreement or other agreement contained in this Agreementfor any intentional or willful act or omission by a party which renders any representations or warranties of such party untrue. No termination of this Agreement shall affect the obligations of the parties contained in the -52- 57 Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any termination of A party desiring to terminate this Agreement underpursuant to Section 7.1, and in accordance withother than pursuant to Section 7.1(a), Section 8.1 above will be effective immediately upon the delivery of a shall give written notice of the terminating party such termination to the other party heretoparty, specifying the provision or provisions hereof pursuant to which such termination is being effected. In the event of the valid termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect7.1, except (i) as set forth in Section 6.4(a) (Confidentiality), for the provisions of this Section 8.27.2, Section 8.3 (Fees) and Article IX (General Provisions), each of which shall survive the termination of this Agreement, this Agreement shall forthwith become void and (ii) nothing herein shall relieve have no effect, without any liability on the part of any party from hereto other than liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this AgreementAgreement occurring prior to such termination. No termination of this Agreement shall affect the obligations of the parties contained in any nondisclosure agreement or confidentiality agreement between the Confidentiality Agreementparties, all of which obligations shall survive termination of this Agreement in accordance with their terms.. LEGAL_US_W # 81125885.11

Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under, and in accordance with, under Section 8.1 12.01 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.112.01, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.26.05, Section 8.3 (Fees) 7.01, Article XI, Section 12.02, Section 12.03, 12.04 and Article IX XIII (General ProvisionsMiscellaneous), each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Reciprocal Nondisclosure Agreement dated April 1997, Nondisclosure and Assignment Agreements, Confidentiality AgreementAgreements, Custody Agreement and Power of Attorney, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in under Section 8.1, this Agreement shall be of no further force or effecteffect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties hereto, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, Section 8.3 (Fees) and Article IX (General Provisions)IX, each of which shall survive the termination of this Agreement Agreement, and (ii) that nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained 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. In the event that Company gives Parent notice of an inaccuracy or failure to perform such that this Agreement would be subject to termination pursuant to Section 8.1(b)(iv), Parent shall cause Merger Sub to not consummate the Offer until such inaccuracy or failure to perform is cured.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, Section 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect, effect except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, Section 8.3 (FeesFees and Expenses) and Article IX (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 fraud or willful and knowing breach (except as otherwise provided in, and subject to the limitations of, Section 8.3 in respect of a Non-Breach Financing Failure) of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, Section 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in pursuant to Section 8.18.1 hereof, this Agreement shall be of no further force or effecteffect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, consultant or representative of such party or parties) to the other party or parties hereto, as applicable, except (i) as set forth in Section 6.4(a) (Confidentiality6.5(a), this Section 8.2, and Section 8.3 (Fees) and Article IX (General Provisions)hereof, each of which shall survive the termination of this Agreement Agreement, and (ii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 7.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effecteffect and there shall be no liability hereunder on the part of xxxxxxxxx.xxx, Yahoo!, Merger Sub or their respective officers or directors, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX VIII (General ProvisionsMiscellaneous), each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party from liability for any fraud willful or willful intentional breach of any representation, warranty, covenant or 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.. 7.3

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above 9.1 will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, Section 8.3 (Fees) 9.2 and Article IX (General Provisions)10, each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant of this Agreement or other agreement contained in this Agreementfor any intentional or willful act or omission by a party which renders any representations or warranties of such party untrue. 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.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above 7.1 will be effective immediately upon the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effect, and no party shall have any liability for a breach of a representation, warranty or covenant of this Agreement, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX (General Provisions)8, each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party from liability for any fraud or willful and knowing breach of any representation, warranty, covenant of this Agreement or other agreement contained in this Agreementfor any intentional or willful act or omission by a party which renders any representations or warranties of such party untrue. 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.

Notice of Termination; Effect of Termination. Any proper termination -------------------------------------------- of this Agreement under, and in accordance with, under Section 8.1 above will 9.1 shall be effective immediately upon the delivery of a written notice of the terminating party to the other party heretoparties hereto (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 8.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, Section 8.3 (Fees) 9.2 and Article IX (General Provisions)11, each of which shall survive the termination of this Agreement and (ii) nothing herein shall relieve any party from liability Liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination of this Agreement shall affect the obligations or for any intentional or willful act or omission by a party which renders any representations or warranties of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termssuch party untrue.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 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, thirty (30) days after) the delivery of a written notice of the terminating party to the other party parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.27.2, Section 8.3 (Fees) 7.3 and Article IX 8 (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 fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above 10.1 will be effective immediately upon the delivery of a written notice of termination by the terminating party Party, in the case of Purchaser, to the other party heretoSellers, and in the case of the Sellers, to Purchaser (it 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 8.110.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.4(a) (Confidentiality)10.1, this Section 8.2, Section 8.3 (Fees) 10.2 and Article IX (General Provisions)Sections 11.1 through 11.10, each of which shall survive the termination of this Agreement Agreement, and (iib) nothing herein shall relieve any party Party from liability for any fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any termination of A party desiring to terminate this Agreement under, and in accordance with, Section 8.1 above will be effective immediately upon the delivery of a shall give written notice of the terminating party such termination to the other party heretoparty, specifying the provision pursuant to which such termination is effective. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or and effect, except (i) as set forth in Section 6.4(a) (Confidentiality), each of this Section 8.29.2, Section 8.3 (Fees) 9.3 and Article IX (General Provisions), each of which X shall survive the termination of this Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful material breach of any representation, warranty, covenant this Agreement occurring prior to the termination of this Agreement that was committed intentionally by the breaching party or other agreement contained in this Agreementresulted from the breaching party’s gross negligence. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Non-Disclosure Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above 10.1 will be effective immediately upon the delivery of a written notice of termination by the terminating party Party, in the case of Buyers, to the other party heretoSeller, and in the case of the Seller, to Buyers (it 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 8.110.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.4(a) (Confidentiality)10.1, this Section 8.2, Section 8.3 (Fees) 10.2 and Article IX (General Provisions)Sections 11.1 through 11.10, each of which shall survive the termination of this Agreement Agreement, and (iib) nothing herein shall relieve any party Party from liability for any fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any In the event of termination of this Agreement underas provided in Section 9.1 (other than Section 9.1(a)), and in accordance with, Section 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party Party shall deliver prompt notice thereof to the other party heretoParties, specifying the provisions hereof pursuant to which such termination is made. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality6.2(a), Section 6.3, this Section 8.2, Section 8.3 (Fees) 9.2 and Article IX (General Provisions)X, each of which shall survive the termination of this Agreement and (ii) nothing herein shall relieve any party Party from liability Liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination of this Agreement shall affect the obligations of the parties Parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 above 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.4(a7.3(a) (Confidentiality)with respect to confidentiality, this Section 8.29.2, Section 8.3 (Fees) 9.3 and Article IX XI (General Provisionsother than Section 11.18, which shall be of no further force or effect), each of which shall survive the termination of this Agreement and (iib) nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any proper termination -------------------------------------------- of this Agreement under, and in accordance with, under Section 8.1 above 9.1 will be effective immediately upon the delivery of a written notice of the terminating party to the other party heretoparties hereto (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 8.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.2, 9.2 and Section 8.3 (Fees) and Article IX (General Provisions)11, each of which shall survive the termination of this Agreement and (ii) nothing herein shall relieve any party from liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination of this Agreement shall affect the obligations or for any intentional or willful act or omission by a party which renders any representations or warranties of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termssuch party untrue.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, pursuant to Section 8.1 above will 7.1 hereof shall be effective immediately upon the delivery of a 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 8.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality), this Section 8.27.2, and as set forth in Section 8.3 (Fees) 7.3 and Article IX ARTICLE VIII (General Provisions)) hereof, each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in 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.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above 10.1 will be effective immediately upon the delivery of a written notice of termination by the terminating party Party, in the case of Purchaser, to the other party heretoSellers’ Representative, and in the case of the Sellers, to Purchaser (it 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 8.110.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 6.4(a) (Confidentiality)10.1, this Section 8.2, Section 8.3 (Fees) 10.2 and Article IX (General Provisions)Sections 11.1 through 11.10, each of which shall survive the termination of this Agreement Agreement, and (iib) nothing herein shall relieve any party Party from liability for any fraud or willful breach of any representation, warranty, covenant or 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.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under, and in accordance with, under Section 8.1 above 9.1 will be effective immediately upon the delivery of a written notice of the terminating party Party, in the case of Parent, to the other party heretoCompany, and, in the case of the Company, to Parent. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.4(a) (Confidentiality)6.4, this Section 8.29.2, Section 8.3 (Fees) 9.1 and Article IX (General Provisions)10, each of which shall survive the termination of this Agreement Agreement, and (ii) nothing herein shall relieve any party Party from liability for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No termination of this Agreement shall affect the obligations of the parties Parties contained in the Confidentiality AgreementLetter of Intent dated as of November 23, 2005 by and between Parent and the Company (the "LETTER OF INTENT"), all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any termination of this Agreement under, and in accordance with, under Section 8.1 above will be effective (subject to the cure periods provided above) immediately upon the delivery of a valid written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be void and of no further force or effecteffect and neither party shall have any liability hereunder, except (ia) as set forth in Section 6.4(a) (Confidentiality5.3(a), this Section 8.2, Section 8.3 (Fees) and Article IX (General Provisions)IX, each of which shall survive the termination of this Agreement and (iib) nothing herein shall relieve any party from liability for any fraud or willful breach of any representationcovenant set forth in Article IV or Article V of this Agreement or fraud or any willful and knowing breach of this Agreement; provided, warrantyhowever, covenant that the Company shall have no liability for any corrections, supplements or other agreement contained in unknown omissions made pursuant to Section 4.2 upon 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.

Notice of Termination; Effect of Termination. Any valid termination of this Agreement under, and in accordance with, under Section 8.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the valid termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effecteffect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, consultant or representative of such party or parties) to the other party or parties hereto, as applicable, except (i) as set forth in Section 6.4(a) (Confidentiality6.5(a), this Section 8.2, Section 8.3 (Fees) and Article IX (General Provisions)IX, each of which shall survive the termination of this Agreement and (ii) Agreement; provided, however, that nothing herein shall relieve any party from liability to another party for any fraud or willful breach of any representation, warranty, covenant or other agreement contained in this Agreement. No In addition, the parties acknowledge and agree that 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.