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 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 written notice of the terminating party to the other 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 this Section 8.2, Section 8.3 and Article 9 (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 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 Section 8.1 7.1 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 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 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 5.3, Section 5.5, this Section 8.27.2, Section 8.3 7.3 and Article 9 VIII (General Provisions), each of which shall remain in force and survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach 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 termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to to Section 8.1(e8.1 (f) or Section 8.1(f8.1(g) and the proviso therein is applicable, 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 8.1, this Agreement shall be of no further force or effecteffect and no party shall have any further liability hereunder, except (i) as set forth in this Section 8.2, Section 8.3 and Article 9 (General Provisions)9, 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 this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations (other than as set forth in Section 6.1(a)) shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e7.1(e) or Section 8.1(f7.1(f) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.27.2, Section 8.3 Sections 5.6, 7.3 and Article 9 VIII (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 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 Section 8.1 above will 9.1 or Section 9.2 shall 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 written notice of the terminating party to the other parties heretohereto (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 this Section 8.2, Section 8.3 9.4 and Article 9 (10, “General Provisions), ,” each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any party from liability Liability for any willful breach of any covenant of this Agreement or for any intentional or willful breach act or omission by a party which renders any representations or warranties 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 termssuch party untrue.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above 7.1 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(e7.1(e) or Section 8.1(f7.1(f) and the proviso therein is and remains applicable, 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 8.17.1, this Agreement shall be of no further force or effect, with no liability of either party to the other, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 and Article 9 8 (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 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 Subject to Section 8.1(b)(iii), any proper termination of this Agreement 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 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 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 this Section 8.2, Section 8.3 and and/or Article 9 (General Provisions)IX, 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 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 Section 8.1 7.1 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 written notice of the terminating party to the other 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 5.7, this Section 8.27.2, Section 8.3 7.3 and Article 9 (General Provisions)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or fraud or, notwithstanding Section 7.6, willful breach 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 termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e7.1(e), Section 7.1(f) or Section 8.1(f7.1(g) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 7.1, this Section 8.27.2, Section 8.3 7.3 and Article 9 VIII (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 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 6.1 will be effective immediately upon (orsubject to, if in the termination is pursuant to case of Section 8.1(e6.1(e) or Section 8.1(f) and 6.1(f), if the proviso therein is applicable, thirty (30) 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 8.16.1, 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 4.3(a), Section 4.10 (other than Parent’s guarantee of the obligations of the Company contained therein), this Section 8.26.2, Section 8.3 6.3 and Article 9 (General Provisions)VII, 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 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.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement under pursuant to Section 8.1 above will shall 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 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 8.1, this Agreement shall be of no further force or effecteffect without liability of any party or parties hereto, as applicable (or any Affiliate or other Representative of such party or parties) to the other party or parties hereto, as applicable, except (ia) as set forth in for Section 6.6, this Section 8.2, Section 8.3 and Article 9 (General Provisions)IX, each of which provisions shall survive the termination of this Agreement, Agreement and (iib) that nothing herein shall relieve any party or parties hereto, as applicable, from any liability for or damages resulting from fraud or any intentional Willful Breach prior to such termination, in which case the aggrieved party shall be entitled to all remedies available at law or willful breach of this Agreementin equity. 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 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 Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e7.1(e) or Section 8.1(f7.1(f) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 and Article 9 8 (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 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 Section 8.1 7.1 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 written notice of the terminating party to the other parties heretohereto (or, if the termination is pursuant to Section 7.1(d) or 7.1(e) and the cure period proviso therein is applicable, immediately after such thirty (30) day cure period). 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 this Section 8.2, Section 8.3 7.2 and Article 9 (General Provisions)and Article 10, 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 this AgreementAgreement on or prior to the date of 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. No party shall have any liability to any other in connection with the termination of this Agreement in the event that such termination is effected pursuant to Sections 7.1(a) or 7.1(c) in the absence of fraud or willful breach of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e9.1(d) or Section 8.1(f9.1(e) and the proviso therein is applicable, 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 8.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.29.2, Section 8.3 9.3 and Article 9 X (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 its representations and covenants 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.the

Notice of Termination; Effect of Termination. Any termination of -------------------------------------------- this Agreement under Section 8.1 12.01 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 written notice of the terminating party to the other 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 this Section 8.26.05, Section 8.3 7.01, Article XI, Section 12.02, Section 12.03, 12.04 and Article 9 XIII (General ProvisionsMiscellaneous), 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 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 termination of ------------------------------------------- this Agreement under Section 8.1 7.1 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 written notice of the terminating party to the other 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 Target, Parent, Merger Sub or their respective officers or directors, except (i) as set forth in Section 5.13(b), this Section 8.27.2, Section 8.3 7.3 and Article 9 VIII (General ProvisionsMiscellaneous), 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 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e7.1(e) or Section 8.1(f7.1(f) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 and Article 9 8 (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 or intentional or willful breach 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 termination of this Agreement under Section 8.1 above 7.01 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(e7.01(e) or Section 8.1(f7.01(f) and the proviso therein is applicable, 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 8.17.01, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.27.02, Section 8.3 7.03 and Article 9 VIII (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 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 Section 8.1 above 7.1 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(e7.1(e) or Section 8.1(f7.1(f) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effect, with no liability of either party to the other, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 and Article 9 8 (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 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e7.1(e) or Section 8.1(f7.1(f) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effecteffect and the Merger shall be abandoned, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 and Article 9 8 (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 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.

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 (or, if the termination is pursuant to Section 8.1(e) or Section 8.1(f8.1(d) and the proviso therein is applicable, thirty (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 8.1, this Agreement shall be of no further force or effecteffect and there shall be no liability to any party hereunder in connection with this Agreement or the Merger, except (i) as set forth in this Section 8.2, the first sentence of Section 8.3 5.6 and Article 9 (General Provisions)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 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.

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 (or, if the termination is pursuant to Section 8.1(e) or Section 8.1(f8.1(d) and the proviso therein is applicable, thirty (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 8.1, 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 Merger, except (i) as set forth in this Section 8.2, the first sentence of Section 8.3 5.6 and Article 9 (General Provisions)ARTICLE 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 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 SECTION 7.1 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 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 8.1SECTION 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in SECTION 5.4(a), this Section 8.2SECTION 7.2, Section 8.3 SECTION 7.3 and Article 9 (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 intentional or willful breach 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.

Notice of Termination; Effect of Termination. Any termination of this -------------------------------------------- Agreement under Section 8.1 above 7.1 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(e7.1(e) or Section 8.1(f7.1(f) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 and Article 9 8 (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 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e7.1(e), Section 7.1(f) or Section 8.1(f7.1(g) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 7.1, this Section 8.27.2, Section 8.3 7.3 and Article 9 VIII (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 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under pursuant to Section 8.1 above will shall 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 written notice of by the terminating party to the other parties heretoparty. In the event of the termination of this Agreement as provided in pursuant to Section 8.1, then subject to the payment of any fees or the reimbursement of any expenses expressly required by this Agreement, this Agreement shall be of no further force or effecteffect without liability or obligation on the part of Parent, except Merger Sub, the Company or any of their respective stockholders, directors, officers, employees, Affiliates or representatives; provided that (ia) as set forth in any such termination shall not relieve any party from liability for any willful breach of this Agreement or fraud and (b) Section 8.26.13, Section 8.3 and this Article 8, Article 9 and Exhibit A (General Provisions), each of which to the extent the definitions therein are applicable to such surviving Sections or Articles) shall survive the termination of this Agreement. In addition to the foregoing, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement. No no termination of this Agreement shall affect the obligations of the parties contained 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 Section 8.1 above SECTION 7.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section 8.1(eSECTION 7.1(F), 7.1(G), 7.1(H) or Section 8.1(f7.1(I) hereof and the proviso therein is applicable, 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 8.1SECTION 7.1 hereof, 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 5.3(A) hereof, this Section 8.2SECTION 7.2, Section 8.3 SECTION 7.3 hereof and Article 9 (General Provisions)ARTICLE 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 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.

Notice of Termination; Effect of Termination. Any Subject to Section -------------------------------------------- 8.1(b)(iii), any proper termination of this Agreement 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 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 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 this Section 8.2, Section 8.3 and and/or Article 9 (General Provisions)IX, 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 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 Section 8.1 above 7.1 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 written notice of the terminating party to the other 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 this Section 8.27.2, Section 8.3 7.3 and Article 9 (General Provisions)8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful and knowing breach of any covenant of this Agreement or for any intentional or willful breach act or omission by a party which renders any representations or warranties of this Agreementsuch 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 termination -------------------------------------------- of this Agreement under Section 8.1 12.01 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 written notice of the terminating party to the other 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 this Section 8.212.02, Section 8.3 12.03, 12.04 and Article 9 XIII (General ProvisionsMiscellaneous), 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 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 Section 8.1 above 7.1 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(e7.1(e) or Section 8.1(f7.1(f) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effect, with no liability of either party to the other, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 and Article 9 8 (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 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under under, and in accordance with, 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 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 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 (Fees and Expenses) and Article 9 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 intentional 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 Section 8.1 10.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e10.1(d) or Section 8.1(f10.1(e) and the proviso therein is applicable, 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 8.110.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.210.2, Section 8.3 10.3 and Article 9 XI (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 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 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 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 this Section 6.5(a), Section 8.2, Section 8.3 and Article 9 (General Provisions)IX, each of which shall survive the termination of this Agreement; provided, and (ii) however, that nothing herein shall relieve any party from liability to another party for any intentional fraud or willful breach of 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above SECTION 7.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section 8.1(eSECTION 7.1(f) or Section 8.1(fSECTION 7.1(g) hereof and the proviso therein is applicable, thirty (30) calendar days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1SECTION 7.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.2SECTION 7.2, Section 8.3 SECTION 7.3 hereof and Article 9 (General Provisions)ARTICLE 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 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 Section 8.1 7.1 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 parties hereto, which notice shall specify the subsection claimed by the terminating party to be the basis for the termination and shall describe the facts giving rise to any breach claimed by the terminating party. 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 5.2(a), this Section 8.27.2, Section 8.3 7.3 and Article 9 (General Provisions)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 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 Section 8.1 above 8.01, 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 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 8.18.01, above, this Agreement shall be of no further force or effect, with no liability of any party to the other parties, except (i) as the provisions set forth in the last sentence of Section 6.04, above, this Section 8.2, Section 8.3 8.02 and Article 9 (General Provisions)X below, each of which 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 shall relieve any party from liability for any intentional or willful breach 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 termination of this Agreement under Section 8.1 above 9.1 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 valid written notice of the terminating party to the other 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 (ia) as set forth in Section 6.3(a), this Section 8.29.2, Section 8.3 9.3 and Article 9 (General Provisions)ARTICLE 10, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any if this Agreement is terminated by a party from liability for any intentional or willful because of the breach of this Agreement by another party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the other party’s failure to comply with its obligations under this Agreement, then the terminating party’s right to pursue all legal remedies will survive such termination unimpaired. 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 and valid termination of this Agreement under pursuant to Section 8.1 above will ‎9.1 shall 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 written notice of the terminating party to the other parties heretoparty or parties, as applicable, setting forth the particular subsection of Section 9.1 pursuant to which this Agreement is being terminated. 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; provided, except however, that (i) as set forth in Section ‎6.9, Section 6.14 this Section 8.2‎9.2, Section 8.3 ‎9.3 and Article 9 (General Provisions), each of which ‎Section 10 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any intentional or willful breach of any representation, warranty or covenant contained in this Agreement. No In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties contained 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 pursuant to Section 8.1 above will 7.1 hereof shall 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 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 this Section 8.27.2, and as set forth in Section 8.3 7.3 and ----------- ----------- Article 9 VIII (General Provisions)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 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 Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e7.1(f) or Section 8.1(f7.1(g) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effecteffect and the Merger shall be abandoned, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 and Article 9 8 (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 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.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement under pursuant to Section 8.1 above will 9.1 shall 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 written notice of the terminating party to the other parties heretoparty or parties, as applicable, setting forth the particular subsection of Section 9.1 pursuant to which this Agreement is being terminated. 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; provided, except however, that (i) as set forth in Section 6.9, Section 6.14 this Section 8.29.2, Section 8.3 9.3 and Article 9 (General Provisions), each of which Section 10 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein the termination of this Agreement shall not relieve any party from any liability for any intentional or willful breach of any representation, warranty or covenant contained in this Agreement. No In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties contained 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 Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e9.1(d) or Section 8.1(f9.1(e) and the proviso therein is applicable, 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 8.19.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.29.2, Section 8.3 9.3 and Article 9 X (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 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 Section 8.1 above 7.01 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(e7.01(e) or Section 8.1(f7.01(f) and the proviso therein is applicable, 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 8.17.01, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.27.02, Section 8.3 7.03 and Article 9 VIII (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 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 Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e7.1(e) or Section 8.1(f7.1(f) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effecteffect and the Merger shall be abandoned, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 and Article 9 (General Provisions)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 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective (subject to the cure periods provided above) 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 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 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 5.3(a), this Section 8.2, Section 8.3 and Article 9 (General Provisions)IX, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any party from liability for breach of any intentional covenant set forth in Article IV or Article V of this Agreement or fraud or any willful and knowing breach of this Agreement; provided, however, that the Company shall have no liability for any corrections, supplements or 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 If the Company or Buyer wishes to terminate this Agreement pursuant to Section ‎11.1, then such party shall deliver to the other party a written notice stating that such party is terminating this Agreement and setting forth a brief description of the basis on which such party is terminating this Agreement. Subject to the relevant periods and the receiving party’s right to cure pursuant to Section 11.1, any termination of this Agreement under Section 8.1 ‎11.1 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 valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1‎11.1, this Agreement shall be of no further force or effect, without any liability on the part of any party hereto or any of its Affiliates, directors, managers, officers or shareholders, except (i) as set forth in Section 6.3(a), Section ‎6.6 this Section 8.2‎11.2, and Section 8.3 and Article 9 (General Provisions)14, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful and intentional or willful breach of this Agreement. No termination of Agreement by such party or failure by such party to fulfill any condition set forth 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 termsprior to such termination.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e7.1(f) or Section 8.1(f7.1(g) and the proviso therein is applicable, 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 8.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 and Article 9 8 (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 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 Section 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 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 under SECTION 8.1, this Agreement shall be void and of no further force or effect, with no liability on the part of any party hereto, except that (ia) as set forth in this Section 8.2, Section 8.3 and Article 9 (General ProvisionsSECTION 6.4(b), each of which this SECTION 8.2 and 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 or willful breach of this Agreement or willful 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.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above 7.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section 8.1(e7.1(f) or Section 8.1(f7.1(g) hereof and the proviso therein is applicable, thirty (30) calendar days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.27.2, Section 8.3 7.3 hereof and Article 9 (General Provisions)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 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.