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

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.3, Section 10.4 and Article XI, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 9.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.9, this Section 10.39.2, Section 10.4 9.3 and Article XIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementSection 7.9, all of which obligations shall survive termination of this Agreement in accordance with their respective terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this AgreementAgreement and the transactions contemplated hereby. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their respective terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.6, Section 6.10 and Section 6.11 hereof, this Section 10.38.2, and Section 10.4 8.3 and Article XIIX hereof, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.10 hereof), 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 pursuant to Section 10.1 9.1 or Section 10.2 9.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.9 and Section 7.10 hereof, this Section 10.39.3, and Section 10.4 9.4 and Article XIX hereof, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 7.9 hereof), 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 pursuant to Section 10.1 8.1 or Section 10.2 8.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 8.1 or Section 10.28.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9 and Section 6.10, this Section 10.38.3, Section 10.4 8.4 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the rights and obligations of the parties hereto set forth in the Confidentiality AgreementAgreement or the Exclusivity Agreement (as amended pursuant to Section 6.10), all of which rights and obligations shall survive any termination of this Agreement in accordance with their termsAgreement.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of the last two sentences of Section 8.86.9, Section 6.10, Section 6.17(e), this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing willful and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any shareholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9, Section 6.10, Section 6.22, this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing willful and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.9), 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 pursuant to Section 10.1 or Section 10.2 7.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.37.2, Section 10.4 7.3 and Article XIARTICLE VIII, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.10, this Section 10.38.2, Section 10.4 8.3 and Article XIIX hereof, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein no such termination shall relieve any party hereto of any liability or parties hereto, as applicable, damages to the other party hereto resulting from liability for any knowing and intentional breach of, or fraud in connection with, of this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8Sections 6.14, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that subject to Sections 8.3 and 9.8, nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any shareholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9 and Section 6.10, this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.9), 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 pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9, this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing willful and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.9), 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 pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.7, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termsterms and the terms of Section 6.9.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 7.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.27.1 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any shareholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.37.2, and Section 10.4 7.3 and Article XIVIII hereof, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing willful and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any shareholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9, this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing willful and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.9), 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 pursuant to Section 10.1 9.1 or Section 10.2 9.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.9 and Section 7.10, this Section 10.39.3, and Section 10.4 9.4 and Article XIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 7.9), 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 pursuant to Section 10.1 or Section 10.2 8.01 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the proper termination of this Agreement pursuant to Section 10.1 or Section 10.28.01, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable applicable, (or any director, officer, employee, affiliate, agent or other representative Representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.09, Section 6.10, this Section 10.38.02, and Section 10.4 8.03 and Article XIARTICLE IX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing Willful and intentional Material breach of, or intentional and deliberate fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.09), 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 pursuant to Section 10.1 9.1 or Section 10.2 9.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.6, Section 7.9 and Section 7.10 hereof, this Section 10.39.3, and Section 10.4 9.4 and Article XIX hereof, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.12, this Section 10.38.2, Section 10.4 8.3 and Article XIARTICLE IX, each of which shall survive the termination of this Agreement, and (b) that nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this AgreementAgreement and the transactions contemplated hereby. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their respective terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability Liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant, Financing Party or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.10, Section 6.15(h), Section 6.18(f), this Section 10.38.2, and Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability Liability for any knowing Knowing and intentional breach Willful Breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality AgreementAgreement (as amended pursuant to Section 6.10), 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 pursuant to Section 10.1 9.1 or Section 10.2 9.2 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.14, this Section 10.39.3, Section 10.4 9.4 and Article XIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid Other than with respect to termination pursuant to Section 7.1(g), any termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party or parties hereto. Any termination of this Agreement under Section 7.1(g) will be effective upon the later of delivery of a valid written notice of the Company to Parent and payment of the Termination Fee described in, as applicableand in accordance with Section 7.3(b). In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicableeffect, except (ai) for the terms of as set forth in Section 8.85.4(a), this Section 10.37.2, Section 10.4 7.3 and Article XIVIII, each of which shall survive the termination of this Agreement, Agreement and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, of this Agreement or fraud in connection with(each, this Agreementa “Covered Breach”). In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth 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 pursuant to Section 10.1 or Section 10.2 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.210.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.5, this Section 10.310.2, Section 10.4 10.3 and Article XIXII, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.8, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that subject to the terms of Section 8.3(f) and Section 8.3(g), nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their termsterms and the terms of Section 6.9.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 6.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.26.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.85.11, this Section 10.36.2, Section 10.4 6.3 and Article XIVII, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their its terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 9.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.85.7, Section 7.7, this Section 10.39.2, Section 10.4 9.3 and Article XIARTICLE X, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 9.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.29.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.87.7, this Section 10.39.2, Section 10.4 9.3 and Article XIX, each of which shall survive the termination of this Agreement, and (b) ; provided that nothing herein shall relieve any party or parties hereto, as applicable, hereto from liability liabilities for any knowing and intentional breach of, or fraud in connection with, of this Agreement, subject to the limitations set forth in Section 9.3(d). In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 7.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.27.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.37.2, Section 10.4 7.3 and Article XIVIII, each of which shall survive the termination of this Agreement, and (b) that subject to Section 7.3(e), nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.14, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that subject to Section 8.3 and Section 9.8, nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to under Section 10.1 or Section 10.2 shall 8.1 above will be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to under Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other 49 representative of such party or partiesparty) to the other party or parties hereto, as applicable, except (ai) for the terms of Section 8.8, as set forth in this Section 10.38.2, Section 10.4 8.3 and Article XI9, each of which shall survive the termination of this Agreement, and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, of this Agreement. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms. In the event that Company gives Parent notice of an inaccuracy or failure to perform such that this Agreement would be subject to termination pursuant to Section 8.1(b)(iv), Parent shall cause Merger Sub to not consummate the Offer until such inaccuracy or failure to perform is cured.

Notice of Termination; Effect of Termination. Any Except as provided by Section 8.1(g), any proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that subject to the terms of Section 8.3(f) and Section 9.8, nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.15, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that subject to Section 8.3(d), nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.9, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties hereto set forth in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their respective terms.

Notice of Termination; Effect of Termination. Any proper and valid termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.2 9.2 hereof shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 9.1 or Section 10.29.2 hereof, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any shareholder, director, officer, employee, affiliateagent, agent consultant or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.8, this Section 10.39.3, and Section 10.4 9.4 and Article XIX, each of which shall survive the termination of this Agreement, Agreement and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing intentional and intentional material breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 8.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.28.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, affiliateAffiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.86.6, this Section 10.38.2, Section 10.4 8.3 and Article XIIX, each of which shall survive the termination of this Agreement, and (b) that nothing herein in this Agreement shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of this Agreement pursuant to Section 10.1 or Section 10.2 7.1 shall be effective immediately upon the delivery of written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to Section 10.1 or Section 10.2, 7.1 this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any partner, member, stockholder, director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicable, except (a) for the terms of Section 8.85.4, this Section 10.37.2, Section 10.4 7.3 and Article XIVIII, each of which shall survive the termination of this Agreement, and (b) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional willful breach of, or fraud in connection with, this Agreement. In addition to the foregoing, no termination of this Agreement shall affect the obligations of the parties 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 proper and valid termination of If a party wishes to terminate this Agreement pursuant to Section 10.1 or 11.1, then such party shall deliver to the other parties to this Agreement 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. Any termination of this Agreement under Section 10.2 shall 12.1 above will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to as provided in Section 10.1 or Section 10.211.1, this Agreement shall be of no further force or effect without liability of any party or parties hereto, as applicable (or any director, officer, employee, affiliate, agent or other representative of such party or parties) to the other party or parties hereto, as applicableeffect, except (ai) for the terms of Section 8.8as set forth in Sections 5.2(a), this Section 10.35.3, Section 10.4 5.4, 11..2, 12, 16 and Article XI17, each of which shall survive the termination of this Agreement, Agreement and (bii) that nothing herein shall relieve any party or parties hereto, as applicable, from liability for any knowing and intentional breach of, of this Agreement or fraud willful failure to perform any covenant set forth in connection with, this AgreementAgreement prior to such termination. In addition to the foregoing, no No termination of this Agreement shall affect the obligations of the parties hereto set forth contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.