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

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

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, 30 days after) the delivery of written notice of by the terminating party to the other parties hereto. . (b) In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to any party hereunder in connection with the Agreement or the Transactionseffect, except (i) as set forth in Section 5.3(a), this Section 7.2, Section 7.3 and Article VIIIVIII (miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No . (c) Except as provided in Section 7.2(d), 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. (d) In the event this Agreement is terminated pursuant to Section 7.1(b)(iii) or Section 7.1(c)(i), as such terms are modified by Section 5.3(a(ii) or (iii), the Company irrevocably waives any otherwise applicable standstill or other agreement or restrictions in favor of the Company (contractual or otherwise) on the ability and right of Parent, Purchaser or any of their affiliates to acquire Shares.

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

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

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

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

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

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

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

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

Notice of Termination; Effect of Termination. Any (a) In order to terminate this Agreement under Section 7.1, the Party terminating this Agreement must give written notice of termination to the other Party which states when this Agreement will terminate and the subsection of Section 7.1 under which termination is claimed. Termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon delivery of the notice of termination (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and ), after the proviso therein is applicable, 30 days after) the delivery of written notice expiration of the terminating party to the other parties hereto. thirty (30) day cure period). (b) In the event of the termination of this Agreement as provided in this Section 7.17.2, this Agreement shall be of no further force or effect and there the Transactions shall be no liability to any party hereunder in connection with the Agreement or the Transactionsabandoned, except for and subject to the following: (i) as set forth in Section 5.3(a4.2(a) (Confidentiality), Section 5.6 (No Claim Against Trust Fund), Section 5.11 (Expenses), this Section 7.2, Section 7.3 and Article VIIIARTICLE VIII (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party Party from liability for any willful and intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive by such Party occurring prior to such termination of this Agreement in accordance with their terms, as or such terms are modified by Section 5.3(a)Party’s Actual Fraud.

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

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

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

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

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

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under and in accordance with Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(fSubsection 7.1(d) or Section 7.1(gSubsection 7.1(e) and the proviso provisions therein is are applicable, 30 such applicable number of days after) the delivery of written notice of the terminating party to the other parties hereto. . (b) In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there the Merger shall be no liability to any party hereunder in connection with the Agreement or the Transactionsabandoned, except for and subject to (i) as set forth in Section 5.3(a)Sections 5.9, this Section 7.25.10, Section 7.3 and 7.1 (and by reference, the ESP Expense Reimbursement Obligation) and Article VIII, each VIII of which this Agreement (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party to this Agreement from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of , including a breach by such a party electing to terminate this Agreement shall affect pursuant to Subsection 7.1(d) or Subsection 7.1(e) caused by the obligations action or failure to act of such a party constituting a proximate cause of or resulting in the failure of the parties contained in Merger to occur on or before the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a)date stated therein,.

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

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

Notice of Termination; Effect of Termination. Any (a) In order to terminate this Agreement under Section 7.1, the Party terminating this Agreement must give written notice of termination to the other Party which states when this Agreement will terminate and the subsection of Section 7.1 under which termination is claimed. Termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon delivery of the notice of termination (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and after the proviso therein is applicable, 30 days after) the delivery of written notice expiration of the terminating party to the other parties hereto. thirty (30) day cure period). (b) In the event of the termination of this Agreement as provided in this Section 7.17.2, this Agreement shall be of no further force or effect and there the Transactions shall be no liability to any party hereunder in connection with the Agreement or the Transactionsabandoned, except for and subject to the following: (i) as set forth in Section 5.3(a4.2(a) (Confidentiality), Section 5.6 (No Claim Against Trust Fund), Section 5.11 (Expenses), this Section 7.2, Section 7.3 and Article VIIIARTICLE IX (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party Party from liability for any intentional or willful breach of, or any intentional misrepresentation made in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as by such terms are modified by Section 5.3(a)Party occurring prior to such termination.

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

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under and in accordance with Section ‎Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section ‎Section 7.1(f) or Section ‎Section 7.1(g) and the proviso therein is applicable, 30 thirty (30) days after) the delivery of written notice of the terminating party Party to the other parties hereto. Parties. (b) In the event of the termination of this Agreement as provided in Section ‎Section 7.1, this Agreement shall be of no further force or effect and there the Transactions shall be no liability to any party hereunder in connection with the Agreement or the Transactionsabandoned, except for and subject to the following: (i) as set forth in Section 5.3(a‎Section 4.2(a) (Confidentiality), ‎Section 5.6 (No Claim Against Trust Fund), ‎Section 5.11 (Expenses), this Section ‎Section 7.2, Section 7.3 and Article VIII‎Article 8 (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party Party from liability for (i) any willful and intentional breach of any covenant or willful breach of, or any intentional misrepresentation made agreement set forth in this Agreement. No Agreement by such Party occurring prior to such termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms, as or (ii) such terms are modified by Section 5.3(a)Party’s Actual Fraud.

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

Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under and in accordance with Section 7.1 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f8.1(d) or Section 7.1(g8.1(e) and the proviso therein is applicable, 30 such applicable number of days after) the delivery of written notice of the terminating party to the other parties hereto. . (b) In the event of the termination of this Agreement as provided in Section 7.18.1, this Agreement shall be of no further force or effect and there the Merger shall be no liability to any party hereunder in connection with the Agreement or the Transactionsabandoned, except for and subject to the following: (i) as set forth in Section 5.3(a)Sections 5.7, this Section 7.25.8, Section 7.3 8.2 and 8.3 (and by reference, the Ascend Expense Reimbursement Obligation) and Article VIII, each of which X (General Provisions) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of, or any intentional misrepresentation made in of this Agreement. No termination of , including a breach by a party electing to terminate this Agreement shall affect pursuant to Section 8.1(b) caused by the obligations action or failure to act of such party constituting a principal cause of or resulting in the failure of the parties contained in Merger to occur on or before the Confidentiality Agreementdate stated therein, all of which obligations shall survive termination of this Agreement in accordance with their terms, as such terms are modified by Section 5.3(a)nor shall.