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

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)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 effecteffect and the Transaction shall be abandoned, except (i) as set forth in this Section 7.28.2, Section 5.3(a), Section 7.3 8.3 and Article 8IX (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required contemplated by Section 7.17.1(e) and 7.1(f)). 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, except (i) as set forth in Section 5.3(b), this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of, or fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will 9.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in pursuant to Section 7.19.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.29.2, and as set forth in Section 5.3(a), Section 7.3 9.3 and Article 8X (General Provisions) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, and the parties hereto shall have no further liability hereunder, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1. above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.18.1.). In the event of the termination of this Agreement agreement as provided in Section 7.18.2., this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2., Section 5.3(a)6.1, Section 7.3 8.3, and Article 8Section 9, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1. above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.18.1.). In the event of the termination of this Agreement agreement as provided in Section 7.18.2., this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2., Section 5.3(a6.1.C.(i), Section 7.3 8.3. and Article 8Section 9., each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any Except as otherwise provided in Section 8.1.H. above, any termination of this Agreement under Section 7.1 8.1. above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.18.1.). In the event of the termination of this Agreement agreement as provided in Section 7.18.2., this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.28.2., Section 5.3(a6.1.C.(i), Section 7.3 8.3. and Article 8Section 9., each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 9.1 or 9.2 above will shall be effective immediately upon the delivery of a valid written notice of the terminating party Party to the other parties hereto (or such later time as may be required by Section 7.1)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, except (i) as set forth in this Section 7.2, Section 5.3(a5.2(a), Section 7.3 5.9, this Section 9.3, Section 9.4 and Article 8X, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party Party from liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)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, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)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 effecteffect and the Transaction shall be abandoned, except (i) as set forth in this Section 7.28.2, Section 5.3(a), Section 7.3 8.3 and Article 8IX (General Provisions), each of which shall survive the termination of this Agreement, (ii) as set forth in Section 1.7 hereof with respect to the handling of the Deposit, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 5.5(a), Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under and pursuant to the terms of Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)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, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)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 effecteffect and the transactions shall be abandoned, except (i) as set forth in this Section 7.28.2, Section 5.3(a)7.3, Section 7.3 8.3, and Article 8IX (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party Party to the other parties hereto Parties. (or such later time as may be required by Section 7.1). b) 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 effecteffect and the Transactions shall be abandoned, except for and subject to the following: (i) as set forth in this Section 7.2, Section 5.3(a6.5(a), Section 7.3 6.7, this Section 8.2, ARTICLE X and Article 8, each of which the Confidentiality Agreement shall survive the termination of this Agreement, ; and (ii) nothing herein shall relieve any party Party from liability for any Willful Breach of this Agreement or intentional fraud in connection with, or any willful breach of, the making of the representations and warranties in this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)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 effecteffect and the Merger shall be abandoned, except for and subject to the following: (i) as set forth in this Section 7.28.2, Section 5.3(a), Section 7.3 8.3 and Article 8, each of which IX (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a2.17, Section 3.9, Section 5.2(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any Subject to the provisions of Section 7.1(e), any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)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, except (i) as set forth in this Section 7.2, Section 5.3(a)7 2, Section 7.3 and Article 88 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.of this

Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a2.17, Section 3.13, Section 5.1(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the applicable party (subject to any applicable cure periods in Section 8.1.5 and Section 8.1.6), as terminating party party, to the other parties hereto (or such later time as may be required by Section 7.1)parties. 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, except (i) as set forth in this Section 7.28.2, Section 5.3(a)8.3, Section 7.3 8.4 and Article 8Section 9 (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto (or such later time as may be required by Section 7.1)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, except (i) as set forth in this Section 7.27.2 , Section 5.3(a), and as set forth in Section 7.3 and Article 8VIII (General Provisions) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in under Section 7.18.1, 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 this Section 7.28.2, Section 5.3(a), Section 7.3 8.3 and Article 8IX, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party Party to the other parties hereto Parties hereto. (or such later time as may be required by Section 7.1). b) In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effecteffect and the Mergers shall be abandoned, except for and subject to the following: (i) as set forth in this Section 7.2, Section 5.3(aSections 4.2(a), Section 5.7, 7.2 and 7.3 and Article 8, each of which VIII (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party Party from liability for fraud in connection with, or any intentional and willful breach of, of this AgreementAgreement by such Party occurring prior to such termination.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 11.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in Section 7.111.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a6.1(d), Section 7.3 6.3(e) (expenses), Article IX (indemnification), this Section 11.2 and Article 812 (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto (or such later time as may be required by Section 7.18.1). 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, except (i) as set forth in this Section 7.28.2, Section 5.3(a6.3(a), Section 7.3 8.3 and Article 8IX hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1). In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 2.17, Section 3.9, Section 5.3(a), Section 7.3 and Article 8VIII, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required subject to any cure period specified by the applicable provision of Section 7.18.1). 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 effecteffect and the Mergers shall be abandoned, except for and subject to the following: (i) as set forth in this Section 7.2, Section 5.3(aSections 5.6(a), Section 7.3 8.2 and 8.3 and Article 8, each of which X (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, of this AgreementAgreement prior to termination.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 7.1 8.01 above will be effective immediately upon the delivery of written notice of the terminating party Party to the other parties hereto Parties. (or such later time as may be required by Section 7.1). b) In the event of the termination of this Agreement as provided in Section 7.18.01, this Agreement shall be of no further force or effecteffect and the Transactions shall be abandoned, except except: (i) as set forth in Section 6.11, this Section 7.28.02, Section 5.3(a), Section 7.3 Article X (General Provisions) and Article 8, each of which the Confidentiality Agreement shall survive the termination of this Agreement, ; and (ii) nothing herein shall relieve any party Party from liability for fraud in connection with, any intentional breach of this Agreement or any willful breach of, this Agreementfraud.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)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, except (i) as set forth in Sections 5.6 and 5.8, this Section 7.2, Section 5.3(a), Section 7.3 Article VIII and Article 8IX (except as provided in Section 5.12 with respect to a termination pursuant to Section 8.1(d)), each of which shall survive the termination of this AgreementAgreement and shall be enforceable by each party against the other party, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional breach of this Agreement or any willful breach of, this Agreementfraud.

Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 7.1 above will hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto (or such later time as may be required by Section 7.1)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, except (i) as set forth in this Section 7.2, Section 5.3(a), and as set forth in Section 7.3 and Article 8VIII (General Provisions) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from any liability for fraud in connection with, or any willful breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 11.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)hereto. In the event of the termination of this Agreement as provided in Section 7.111.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.211.2, Section 5.3(a11.3 (Fees and Expenses), Section 7.3 7.8 (Confidentiality) and Article 8Section 12 (Miscellaneous), each of which shall will survive the termination of this Agreement, and (ii) nothing herein shall relieve any party Party from liability for fraud due to breach by such Party of any of its representations, warranties or covenants set forth in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon the delivery of written notice of by the terminating party to the other parties hereto (or, in the case of a termination pursuant to Section 7.1(e), 7.1(f), or such later time as may be required by Section 7.17.1(g), the expiration of the periods referred to therein). 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, except that (i) as set forth the confidentiality obligations of each party hereto contained in this Section 5.3, and the provisions of Sections 7.2, Section 5.3(a), Section 7.3 and Article 8, each of which 8.1 shall survive the any such termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful material breach of, of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other parties party hereto (or such later time as may be required by Section 7.18.1). 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, except (i) as set forth in this Section 7.28.2, Section 5.3(a6.3(a), Section 7.3 8.3 and Article 8IX hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, or any willful breach of, this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 8.1 will be effective immediately upon the delivery of a written notice of the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)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, except (i) as set forth in Sections 5.8 and 5.10, this Section 7.2Article VIII, Section 5.3(a), Section 7.3 and Article 8XI, each of which shall survive the termination of this AgreementAgreement and shall be enforceable by each party against the other party, and (ii) nothing herein shall relieve any party from liability for fraud in connection with, any intentional breach of this Agreement or any willful breach of, this Agreementfraud.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above 7.01, above, will be effective immediately upon the delivery of written notice of thereof by the terminating party to the other parties hereto (or such later time as may be required by Section 7.1)party. In the event of the termination of this Agreement as provided in Section 7.17.01, above, this Agreement shall be of no further force or effect, with no liability of any party to the other parties, except (i) as set forth in Section 7.02, this Section 7.27.03, Section 5.3(a)5.07, Section 7.3 Article VIII and Article 8IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party hereto from liability for fraud in connection with, or any willful breach of, Willful Breach of this Agreement.

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 7.1 8.01 above will be effective immediately upon the delivery of written notice of the terminating party Party to the other parties hereto Parties. (or such later time as may be required by Section 7.1). b) In the event of the termination of this Agreement as provided in Section 7.18.01, this Agreement shall be of no further force or effecteffect and the Transactions shall be abandoned, except except: (i) as set forth in Section 6.10, this Section 7.28.02, Section 5.3(a), Section 7.3 Article X (General Provisions) and Article 8, each of which the Confidentiality Agreement shall survive the termination of this Agreement, ; and (ii) nothing herein shall relieve any party Party from liability for fraud in connection with, any intentional breach of this Agreement or any willful breach of, this Agreementfraud.