Common use of Procedure and Effect of Termination Clause in Contracts

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.1, this Agreement shall thereafter become void and have no effect. Except as contemplated by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement by a party hereto pursuant to Section 7.19.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsparties hereto, except (i) that nothing herein will the provisions of Sections 6.1(b), 6.6 and 10.5 shall survive the termination of this Agreement; PROVIDED, HOWEVER, that such termination shall not relieve any party from hereto of any liability for any intentional breach of this Agreement prior (other than nonwillful breaches of representations, warranties and covenants, as to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 which no party shall survive any termination of this Agreementbe liable hereunder).

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 7.111.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(b) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directorsall filings, officersapplications and other submissions made pursuant to Sections 3.7 and 4.3 shall, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by any party or parties hereto pursuant to Section 7.110.1, this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 4.1(b) and 11.5 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided hereinherein all filings, no party hereto or its respective Affiliates or their directorsapplications and other submissions made to any Governmental Authority pursuant to this Agreement shall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated by this Agreement by either or both of the parties pursuant to Section 7.110.1, this Agreement written notice thereof shall thereafter become void and have no effect. Except as contemplated forthwith be given by Section 7.3, if this Agreement is terminated as provided herein, no the terminating party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliatesand this Agreement shall terminate and the transactions contemplated by this Agreement shall be abandoned, directorswithout further action by any of the parties hereto; provided, officers, employees or agents, except that (ia) that nothing herein will Article 11 shall survive the termination of this Agreement and (b) no such termination shall relieve any party from liability for any intentional Losses arising out of any breach of this Agreement by a party that occurs upon or prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement by the Company or Purchaser or both of them pursuant to Section 7.16.1, this Agreement the terminating party shall thereafter become void and have no effect. Except as contemplated by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation provide written notice of such termination to the other party hereto and this Agreement shall forthwith become void and there shall be no liability on the part of Purchaser or their respective Affiliates, directors, officers, employees or agentsthe Company, except (ias set forth in this Section 6.2 and in Sections 4.2(b)-(f) that nothing herein will and 6.3 of this Agreement. The foregoing shall be an exclusive remedy and shall relieve any party from for liability for any intentional and all damages actually incurred as a result of any breach of this Agreement prior to such termination or otherwise, except for any deliberate and (ii) that the obligations wilful breach of the parties hereto contained in Section 7.2this Agreement. Sections 4.2(b)-(f), Section 7.36.2, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 6.3 and Section 9.16 Article VIII of this Agreement shall survive any the termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Buyer pursuant to Section 7.110.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Section 11.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directorsall filings, officersapplications and other submissions made in anticipation of the transactions contemplated hereby shall, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1, written notice thereof shall be given by the Party so terminating to the other Parties to this Agreement, and this Agreement shall thereafter become void terminate and have no effectthe transactions contemplated hereby shall be abandoned without further action by the Parties. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, pursuant to Section 7.1 hereof: (a) this Agreement shall become null and void and of no party hereto further force or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentseffect, except that the obligations provided for in this Article VII, Section 5.16 and Article IX hereof shall survive any such termination of this Agreement; and (ib) Subject to Section 7.2(b) and Section 9.14, there shall be no liability on the part of any Party, except that nothing herein will shall relieve any party Party from liability for any fraud, intentional breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2breach, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwillful misconduct or gross negligence.

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 7.19.1, this Agreement shall thereafter become void terminate, and have in each case the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto, and there shall be no effect. Except liability on the part of the parties, except as contemplated set forth in Section 7.1, which Section shall survive the termination of this Agreement and except that the foregoing shall not relieve any party from liability for damages actually incurred as a result of breach by Section 7.3, if it of this Agreement. (b) If this Agreement is terminated as provided hereinin Section 9.1, no party hereto or its respective Affiliates or their directorsall filings, officersapplications and other submissions made pursuant to this Agreement shall, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior person to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of If this Agreement pursuant is terminated by one or more of the parties under Section 5.1 hereof, written notice thereof shall forthwith be given to Section 7.1, the other parties and this Agreement shall thereafter become void terminate and have no effectthe Merger shall be abandoned without further action by any of the parties hereto. Except as contemplated by Section 7.3, if If this Agreement is validly terminated as provided herein, and the transactions contemplated hereby are not consummated, this Agreement shall be void and no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to any other party to this Agreement; provided, however, that termination shall not affect (a) the rights and remedies available to a party as a result of the breach by the other party hereto or their respective Affiliatesparties hereto, directors(b) the provisions of the Confidentiality Agreement or Section 8.1 hereof, officers, employees or agents, except (ic) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations of Buyer and the parties hereto contained in Company under Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreement5.3 hereof.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Duke and Phillips pursuant to Section 7.18.1, written notice thereof shall forthwxxx xx xiven by the terminating party to the other parties hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated by this Agreement shall be abandoned without further action by the parties hereto, except that the provisions of Section 7.36.1(b) shall survive the termination of this Agreement; PROVIDED, if HOWEVER, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, no party the Governance Agreement shall simultaneously be terminated, and all filings, applications and other submissions made pursuant hereto or its respective Affiliates or their directorsshall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other persons to which they were made by the party hereto making such filing, application or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementother submission.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Buyer pursuant to Section 7.111.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.l(b) and Articles X and XII shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directorsall filings, officersapplications and other submissions made pursuant to Section 4.3 shall, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant by either or both of Phillips and Chevron pursuanx xx Xxxtion 8.1, written notice thereof shall forthwith be given by the terminating party to Section 7.1the other parties hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated by this Agreement shall be abandoned without further action by the parties hereto, except that the provisions of Section 7.36.1(b) shall survive the termination of this Agreement; provided, if however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, no party all filings, applications and other submissions made pursuant hereto or its respective Affiliates or their directorsshall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other Person to which they were made by the party hereto making such filing, application or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementother submission.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Buyer pursuant to Section 7.111.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(a), 5.8(g) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directorsall filings, officersapplications and other submissions made pursuant to Sections 3.8 and 4.3 shall, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Buyer pursuant to Section 7.112.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(c) and 14.5 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided hereinherein all filings, no party hereto or its respective Affiliates or their directorsapplications and other submissions made in accordance with Sections 3.9(b) and 4.2 shall, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliatesextent practicable, directors, officers, employees or agents, except (i) that nothing herein will relieve any party be withdrawn from liability for any intentional breach of this Agreement prior the persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated by this Agreement by either or both of the parties pursuant to Section 7.110.1, this Agreement written notice thereof shall thereafter become void and have no effect. Except as contemplated forthwith be given by Section 7.3, if this Agreement is terminated as provided herein, no the terminating party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliatesand this Agreement shall terminate and the transactions contemplated by this Agreement shall be abandoned, directorswithout further action by any of the parties hereto; provided, officershowever, employees or agents, except that (ia) that nothing herein will Article 11 shall survive the termination of this Agreement and (b) no such termination shall relieve any party from liability for any intentional Losses arising out of any breach of this Agreement by a party that occurs upon or prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreement.. 10.3

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Buyer pursuant to Section 7.111.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(b) and 12.4 shall survive the termination of this Agreement; PROVIDED, HOWEVER, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided hereinherein all filings, no party hereto or its respective Affiliates or their directorsapplications and other submissions made pursuant to Sections 3.9 and 4.3 shall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by any party permitted to terminate this Agreement pursuant to Section 7.18.1 hereof, written notice thereof shall forthwith be given to the other parties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall thereafter forthwith become void and have of no further force and effect. Except as contemplated by Section 7.3, if this Agreement is terminated as provided herein, and there shall be no party liability on the part of the parties hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto (or their respective Affiliates, directors, officers, employees directors or agentsaffiliates), except (i) as set forth in Sections 1.3, 4.2, 9.1 and 9.10 hereof and except that nothing herein will shall relieve any either party from liability for any intentional willful breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementhereof.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Sellers and Buyer pursuant to Section 7.19.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , the transactions contemplated hereby shall be abandoned without further action by Section 7.3the parties hereto, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2waive and release any claim or Action with respect thereto, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 except that the provisions of Sections 5.1(b) and Section 9.16 10.5 shall survive any the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement, which breach is not cured within fifteen (15) Business Days following written notice from the other party specifying, in reasonable detail, the nature of such breach.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated by this Agreement by either or both of the parties pursuant to Section 7.110.1, this Agreement written notice thereof shall thereafter become void and have no effect. Except as contemplated forthwith be given by Section 7.3, if this Agreement is terminated as provided herein, no the terminating party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliatesand this Agreement shall terminate and the transactions contemplated by this Agreement shall be abandoned, directorswithout further action by any of the parties hereto; provided, officershowever, employees or agents, except that (ia) that nothing herein will Article 11 shall survive the termination of this Agreement and (b) no such termination shall relieve any party from liability for any intentional Losses arising out of any breach of this Agreement by a party that occurs upon or prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement by any party or parties entitled to terminate this Agreement pursuant to Section 7.19.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsparties hereto, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations provisions of Sections 6.1(b), the parties hereto contained in Section 7.2last sentence of 6.2(b), Section 7.36.2(f), Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 6.6 and Section 9.16 10.3 shall survive any the termination of this Agreement; provided, however, that, other than as expressly stated in Section 6.2(e) and Section 9.1(b), such termination shall not relieve any party hereto of any liability for any breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the parties pursuant to Section 7.110.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall thereafter become void terminate and have no effectthe transactions contemplated hereby shall be abandoned, and all obligations of the parties hereunder will terminate without liability of any party to the other party (except for any liability of any party hereunder for any breach or violation of any agreement, covenant, representation or warranty prior to such termination); provided, however, that the provisions of Sections 7.2 and 7.4 of this Agreement and the Confidentiality Agreement will survive the termination and remain in full force and effect thereafter. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directorsall filings, officersapplications and other submissions made pursuant to this Agreement, employees or agents shall have any liability or further obligation to the extent practicable, shall be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior person to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Shareholder and Buyer pursuant to Section 7.19.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party hereto specifying the basis for such termination, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsparties hereto, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations provisions of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 Sections 5.1(b) and Section 9.16 10.5 hereof shall survive any the termination of this Agreement; provided, however, that termination of this Agreement shall not relieve any party hereto of any liability for any breach.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.18.1, ----------- written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3the parties hereto, if except that the provisions of Sections 5.6, 7.2(a)(i), 7.2(b)(i), 7.5, 9.5 and the ------------ --------- --------- --- --- Confidentiality Agreements shall survive the termination of this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents and except that such termination shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will not relieve any party from hereto of any liability for any intentional willful breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Sellers and Purchaser pursuant to Section 7.19.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsparties hereto, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations provisions of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 5.1(b) shall survive any the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Xxxxxxxx and Chevron pursuant to Section 7.18.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated by this Agreement shall be abandoned without further action by the parties hereto, except that the provisions of Section 7.36.1(b) shall survive the termination of this Agreement; PROVIDED, if HOWEVER, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, no party all filings, applications and other submissions made pursuant hereto or its respective Affiliates or their directorsshall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other Person to which they were made by the party hereto making such filing, application or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementother submission.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Buyer pursuant to Section 7.111.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(b), 5.7 and 12.4 hereof shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided hereinherein all filings, no party hereto or its respective Affiliates or their directorsapplications and other submissions made pursuant to Sections 3.13 and 4.3 hereof shall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Representative and Buyer pursuant to Section 7.111.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 6.1(b), 6.7 and 12.5 hereof shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided hereinherein all filings, no party hereto or its respective Affiliates or their directorsapplications and other submissions made pursuant to this Agreement shall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.19.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 7.1(b) and 11.7 shall survive the termination of this Agreement; provided however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party all filings, applications and other submissions made pursuant hereto or its respective Affiliates or their directorsshall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Company and Buyer pursuant to Section 7.19.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsparties hereto, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations provisions of Sections 3.20 and 4.7 (Brokers or Finders), 5.4 (Public Announcements; Confidentiality), Article 8 (Survival; Indemnification), 9.3 (Expenses), 10.2 (Governing law), and 10.4 (Notices), and any related definitional, interpretive or other provisions necessary for the parties hereto contained in Section 7.2logical interpretation of such provisions, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement.

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 7.18.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as contemplated , and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 8.2 and Sections 5.6, 7.2, 7.3, if 7.4, Article IX and the Confidentiality Agreement shall survive the termination of this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents and except that such termination shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will not relieve any party from hereto of any liability for any intentional willful breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement by either the Seller or the Buyer pursuant to Section 7.19.1, written notice thereof shall forthwith be given by the terminating Party to the other Party and this Agreement shall thereafter become void terminate and have the transactions contemplated hereby shall be abandoned, without further action by any of the Parties; provided, however, that (a) no effect. Except as contemplated by Section 7.3, if this Agreement is terminated as provided herein, no party hereto Party shall not be relieved of or its respective Affiliates or their directors, officers, employees or agents shall have released from any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party Liability arising from liability for any intentional breach by such Party of any provision of this Agreement prior to by such termination Party, (b) no Party shall be relieved of, or released from, any Liability arising from Fraud by such Party, and (iic) that the obligations of the parties hereto contained in this Section 7.29.2, Section 7.33.2, Section 9.37.3(e), Article X (other than Section 9.3, Section 9.6 through Section 9.12, Section 9.15 10.11) and Section 9.16 the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement pursuant to Section 7.16.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 4.1(b) and 7.7 shall survive the termination of this Agreement; provided however, that such -------- ------- termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party all filings, applications and other submissions made pursuant hereto or its respective Affiliates or their directorsshall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Buyer and Seller pursuant to and in accordance with Section 7.18.01 and this Section 8.02, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsparties hereto, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations provisions of the parties hereto contained in Section 7.2Sections 5.02(b), Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 8.02 and Section 9.16 9.01 shall survive any the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement by Buyer and Seller pursuant to Section 7.110.1, this Agreement shall thereafter forthwith become void and have there shall be no effect. Except as contemplated by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to on the other part of any party hereto or their respective Affiliatesofficers, directors, officersstakeholders or Affiliates; provided, employees or agentshowever, except that (i) that nothing herein will relieve any party from liability for any intentional breach the provisions of Section 5.1 (Confidentiality) (with respect to Seller and the Partners only), this Agreement prior to such termination Section 10.2 (Procedure and Effect of Termination) and Article 11 (iiGeneral) that the obligations of the parties hereto contained shall remain in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 full force and Section 9.16 shall effect and survive any termination of this AgreementAgreement and (ii) nothing herein shall relieve any party hereto from liability in connection with any material breach of any of such party’s representations, warranties or covenants contained herein.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller, on the one hand, and Buyer, on the other hand, pursuant to Section 7.112.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Section 13.5 shall survive the termination of this Agreement; provided, however, that such termination shall -------- -------- not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided hereinherein all filings, no party hereto or its respective Affiliates or their directorsapplications and other submissions made in accordance with Sections 3.8(b) and 4.3 shall, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliatesextent practicable, directors, officers, employees or agents, except (i) that nothing herein will relieve any party be withdrawn from liability for any intentional breach of this Agreement prior the Persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Parent pursuant to Section 7.111.1, written notice thereof shall forthwith be given by the terminating party or parties to the other party or parties hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Section 12.5 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any wilful breach of this Agreement (other than a breach of a representation, as to which no party shall be liable hereunder). Except as contemplated by Section 7.3, if If this Agreement is terminated as provided hereinherein all filings, no party hereto or its respective Affiliates or their directorsapplications and other submissions contemplated by Sections 3.7 and 4.3 and Article V shall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by any Party or Parties entitled to terminate this Agreement pursuant to Section 7.18.1, written notice thereof shall forthwith be given by the terminating Party to the other Parties hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsParties hereto, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations provisions of the parties hereto contained in Section 7.2Sections 5.1(b), Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 5.5 and Section 9.16 10.2 shall survive any the termination of this Agreement; provided, however, that such termination shall not relieve any Party hereto of any liability for any breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.16.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 4.1(b) and 7.7 shall survive the termination of this Agreement; provided however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party all filings, applications and other submissions made pursuant hereto or its respective Affiliates or their directorsshall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by Seller on the one hand or Buyer on the other pursuant to Section 7.111.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Section 12.5 shall survive the termination of this Agreement; PROVIDED, HOWEVER, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided hereinherein all filings, no party hereto or its respective Affiliates or their directorsapplications and other submissions made in accordance with Section 3.7(b) shall, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliatesextent practicable, directors, officers, employees or agents, except (i) that nothing herein will relieve any party be withdrawn from liability for any intentional breach of this Agreement prior the Persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Philxxxx xxx Chevron pursuant to Section 7.18.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated by this Agreement shall be abandoned without further action by the parties hereto, except that the provisions of Section 7.36.1(b) shall survive the termination of this Agreement; PROVIDED, if HOWEVER, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, no party all filings, applications and other submissions made pursuant hereto or its respective Affiliates or their directorsshall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other Person to which they were made by the party hereto making such filing, application or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementother submission.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.110.1, written notice thereof shall forthwith be given by the terminating Party to the other Party, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsParties, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations provisions of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 Sections 5.1.3 and Section 9.16 10.2 and Article XI shall survive any the termination of this Agreement, provided that such termination shall not relieve either Party of any liability for any material breach of any covenant or agreement contained in this Agreement. If this Agreement shall be terminated, all filings, applications and other submissions made in accordance with this Agreement shall, to the extent practicable, be withdrawn from the Persons to whom they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Raytheon and Buyer pursuant to Section 7.112.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5. Except as contemplated by Section 7.3l(b) and 13.4 hereof shall survive the termination of this Agreement; provided, if however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directorsall filings, officersapplications and other submissions made pursuant to Sections 3.8 and 4.3 hereof shall, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.112.1, written notice thereof shall forthwith be given by the terminating Party to the other Parties, and this Agreement shall thereafter thereupon terminate and become void and have no further effect, and the transactions contemplated hereby shall be abandoned without further action by the Parties, except that the provisions of Section 7.1(b), Section 7.6, ARTICLE XII and ARTICLE XIII shall survive the termination of this Agreement; provided, however, that such termination shall not relieve either Party of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directorsall filings, officersapplications and other submissions made pursuant to Section 3.3, employees or agents shall have any liability or further obligation Section 4.3, Section 5.1 and Section 6.3 shall, to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Buyer pursuant to Section 7.111.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.l(b) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directorsall filings, officersapplications and other submissions made pursuant to Section 4.3 shall, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Sellers and Buyer pursuant to Section 7.111.1, written notice thereof shall forthwith be given by the terminating party or parties to the other party or parties hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(b), 5.1(d) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement (other than a non-willful breach of a representation, as to which no party shall be liable hereunder). Except as contemplated by Section 7.3, if If this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directorsall filings, officersapplications and other submissions contemplated by Sections 3.9 and 4.2 shall, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior Persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreementwhich they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to clause (b) of Section 7.18.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate; and in the event of termination of this Agreement pursuant to clause (a), (c), (d) of Section 8.1, this Agreement shall thereafter become void terminate, and have in each case the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto, and there shall be no effect. Except as contemplated by Section 7.3, if this Agreement is terminated as provided herein, no party hereto liability on the part of the Stockholder or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsPurchaser, except (i) that nothing herein will the foregoing shall not relieve any party from liability for any intentional damages actually incurred as a result of a breach of this Agreement prior to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination by it of this Agreement.

Procedure and Effect of Termination. In the event of termination or abandonment of this Agreement by either or both of Sellers or Buyers pursuant to Section 7.110.1, written notice thereof shall be given by the terminating party to the other party, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsparties, except (i) that nothing herein will relieve any party from liability for any intentional breach the provisions of this Agreement prior to such termination Section and Sections 4.1(b), (ii) that the obligations of the parties hereto contained in Section 7.2c), Section 7.3(d), Section 9.3(e), Section 9.3(f), Section 9.6 through Section 9.12, Section 9.15 4.9 and Section 9.16 11.5 shall survive any the termination of this Agreement; provided, however, that such termination shall not relieve any party of any liability for any breach of any covenant or agreement contained in this Agreement. If this Agreement is terminated, all filings, applications and other submissions made pursuant to this Agreement shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of the Company and Buyer pursuant to Section 7.19.1(a), written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect. Except as , and the transactions contemplated hereby shall be abandoned without further action by Section 7.3, if this Agreement is terminated as provided herein, no party hereto or its respective Affiliates or their directors, officers, employees or agents shall have any liability or further obligation to the other party hereto or their respective Affiliates, directors, officers, employees or agentsparties hereto, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior to such termination and (ii) that the obligations provisions of Sections 5.4 (Public Announcements; Confidentiality), 9.3 (Expenses), and Article X (as it relates to any other surviving provisions), and any related definitional, interpretive or other provisions necessary for the parties hereto contained in Section 7.2logical interpretation of such provisions, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Buyer pursuant to Section 7.111.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereafter thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(b), 5.7 and 12.4 hereof shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. Except as contemplated by Section 7.3, if If this Agreement is terminated as provided hereinherein all filings, no party hereto or its respective Affiliates or their directorsapplications and other submissions made pursuant to Sections 3.13 and 4.3 hereof shall, officers, employees or agents shall have any liability or further obligation to the extent practicable, be withdrawn from the agency or other party hereto or their respective Affiliates, directors, officers, employees or agents, except (i) that nothing herein will relieve any party from liability for any intentional breach of this Agreement prior persons to such termination and (ii) that the obligations of the parties hereto contained in Section 7.2, Section 7.3, Section 9.3, Section 9.3, Section 9.6 through Section 9.12, Section 9.15 and Section 9.16 shall survive any termination of this Agreement.which they were made. ARTICLE XII