Common use of Procedure and Effect of Termination Clause in Contracts

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 11.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for breach of this Agreement prior to termination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1 hereof, all obligations of the parties under this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case without liability to any party, except that (i) the obligations set forth in Section 6.1(b) hereof, this Section 11.2 and Article XII shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (bii) nothing herein shall relieve any Party party from liability for any breach of this Agreement occurring prior to termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement as provided in Section 11.1, written notice thereof shall be given by the Party so terminating to the other Parties, and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement shall forthwith become void and there shall be no liability or recourse on the part of any Party hereto (or any of its Representatives, financing sources or Affiliates), except that (ai) this Section 11.2 12.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof Section 12.4 shall survive any such termination of this Agreement termination, and (bii) nothing herein shall relieve any Party from liability for any knowing and intentional breach of this Agreement occurring prior to such termination.

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 11.1 hereof8.3, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except (ai) the obligations provided for in this Section 11.2 8.4 and the obligations set forth in Sections 7.2(b6.2(b) and Article 12 10.1 hereof shall survive any such termination of this Agreement and (bii) nothing herein shall relieve any Party from liability for breach of this Agreement prior to terminationAgreement.

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 11.1 7.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall become void and there terminate without further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall be no have any liability or recourse on the part of further obligation to any Party hereto except (a) other party to this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) Agreement; provided, however, nothing herein shall will relieve any Party party from liability for any breach of this Agreement prior Agreement, and the non-breaching party or parties will have the right to terminationenforce all available remedies, at law or in equity.

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 11.1 10.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 10.2 and the obligations set forth in Sections 7.2(b) and Article 12 11 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party from liability for breach of this Agreement prior to termination.

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 11.1 hereofby the parties, this Agreement shall forthwith become null and void and there shall be of no further effect, without any liability or recourse on the part of any Party hereto except (a) party or its directors, officers, employees, agents or stockholders, other than the provisions of Section 6.2 concerning confidentiality and the provisions of the Confidentiality Agreement. Nothing in this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein 8.2 shall relieve any Party party from any liability for any willful breach of this Agreement prior to terminationAgreement.

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 11.1 hereof9.01(b), written notice thereof shall forthwith be given by the party so terminating to the other parties, and this Agreement shall become void terminate, and there the transactions contemplated hereby shall be no liability abandoned, without further action by Seller or recourse on the part of any Party hereto except (a) Buyer. The obligations provided for in this Section 11.2 9.02 and Section 10.01 and the obligations set forth confidentiality provision contained in Sections 7.2(b) and Article 12 hereof Section 6.02 shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for breach of this Agreement prior to terminationAgreement.

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 11.1 7.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall become void and there terminate without further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall be no have any liability or recourse on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for breach of this Agreement prior to termination.further

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 11.1 8.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except (a) this Section 11.2 8.2 and the obligations set forth in Sections 7.2(b6.2(b) and Article 12 Section IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party from liability for breach of this Agreement prior to terminationAgreement.

Procedure and Effect of Termination. In the event of the written notice of termination of this Agreement and by the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereofSellers or Purchaser, this Agreement shall immediately become void and there shall be no liability or recourse hereunder on the part of any Party hereto party except as follows; (ai) the Confidentiality Agreement shall remain in full force and effect; and (ii) nothing contained in this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party hereto from any liability for any material breach of a representation or warranty contained in this Agreement or the material breach of any covenant contained herein prior to the date of termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby Subject Transactions pursuant to Section 11.1 9.1 hereof, this Agreement shall become void and there shall be no liability or recourse Liability on the part of any Party party hereto except (ai) the obligations provided for in this Section 11.2 9.2 and the obligations set forth in Sections 7.2(b7.7 (Public Announcements), 7.6 (Confidentiality) and Article 12 XI (Miscellaneous) hereof shall survive any such termination of this Agreement and (bii) nothing herein shall relieve any Party party from liability Liability for any fraud or willful or intentional breach of this Agreement prior to such termination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 9.1 of this Agreement, written notice thereof shall forthwith be given by the terminating party to the other party, and this Agreement shall 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 this Article 9 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereofAgreement; provided, this Agreement however, that such termination shall become void and there shall be no liability or recourse on the part not relieve any party hereto of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for any willful breach of this Agreement prior to terminationAgreement.

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 11.1 hereof7.3, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except (ai) the obligations provided for in this Section 11.2 7.4 and the obligations set forth in Sections 7.2(b) and Article 12 9.1 hereof shall survive any such termination of this Agreement and (bii) nothing herein shall relieve any Party from liability for breach of this Agreement prior to terminationAgreement.

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 11.1 7.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except (a) this Section 11.2 7.2 and the obligations set forth in Sections 7.2(bSection 5.2(d), Section 5.2(e) and Article 12 IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party from liability for breach of this Agreement prior or impair the right of any party to terminationseek specific performance by the other party of its obligations hereunder.

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 11.1 hereof7.1, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except (a) this Section 11.2 and the obligations set forth provided for in Sections 7.2(b) 7.2, 5.4 and Article 12 hereof IX shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party from liability for breach of this Agreement prior to terminationAgreement.

Procedure and Effect of Termination. In the event of termination of this Agreement, pursuant to Section 11.1, written notice thereof will forthwith be given by the terminating party to the other party specifying the basis for such termination, and this Agreement will thereupon terminate and become void and have no effect, and the transactions contemplated hereby will be abandoned without further action by the parties, except that the provisions of Section 12.3 will survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereofAgreement; provided, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such however, that termination of this Agreement and (b) nothing herein shall will not relieve any Party from party of any liability for any breach of this Agreement occurring prior to the termination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and Article XVII (except Section 17.1) shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement except that such termination shall become void and there shall be no liability or recourse on the part not relieve any party hereto of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for any willful breach of this Agreement prior to terminationAgreement.

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 11.1 8.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except that (a) the obligations provided for in this Section 11.2 and the obligations set forth in Sections 7.2(b) 8.2, Section 5.2(b), Section 5.5, and Article 12 IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for breach of this Agreement prior to terminationAgreement.

Procedure and Effect of Termination. In (a) Any Party desiring to terminate this Agreement pursuant to Section 8.1 shall give written notice of such termination to the other Parties to this Agreement. Except as set forth in this Section 8.2, in the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 8.2, (i) each Party’s representations and the obligations set forth in Sections 7.2(b) and Article 12 hereof warranties shall survive any such termination of this Agreement for two (2) years and (bii) nothing herein that the foregoing termination shall not relieve any Party from liability for breach Seller of this Agreement prior to termination.any liability, damages or losses resulting from

Procedure and Effect of Termination. In the event of termination of this Agreement by any party hereto pursuant to Section 10.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall 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 and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereofAgreement; provided, this Agreement however, that such termination shall become void and there shall be no liability or recourse on the part not relieve any party hereto of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for any breach of this Agreement prior to terminationAgreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby by any party pursuant to Section 11.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except 9.1: (a) the provisions of this Section 11.2 and the obligations set forth in Sections 7.2(b) Article 9 and Article 12 hereof 10 (and any related definitions) shall survive any such termination of this Agreement continue in full force and effect; and (b) no party to this Agreement will have any Liability under this Agreement to any other party, except that nothing herein shall relieve any Party party from liability any Liability for any breach of any of the representations, warranties, covenants and agreements set forth in this Agreement prior to terminationAgreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall 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 5.4, 7.2(a)(1), 7.2(b)(1), 7.3,9.2, 9.3, 9.5, 9.11, and 9.12, this Article 8 and the Nondisclosure Agreement shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereofAgreement; provided, this Agreement however, that such termination shall become void and there shall be no liability or recourse on the part not relieve any party hereto of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for any breach of this Agreement prior to terminationAgreement.

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 11.1 9.01 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) 9.02 and Article 12 X hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party from liability for any intentional breach of this Agreement or Fraud prior to terminationsuch termination or impair the right of any party to seek specific performance.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby by this Agreement pursuant to Section 11.1 7.1 hereof, this Agreement shall become void and there shall be no liability or recourse Liability on the part of any Party party hereto except (a) the provisions and obligations provided for in Section 1.1, Section 5.4, Section 5.5, this Section 11.2 and the obligations set forth in Sections 7.2(b) 7.2, and Article 12 IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for breach of this Agreement prior to terminationAgreement.

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 11.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party from liability for breach of this Agreement prior to termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to this Section 11.1 hereof8, this Agreement shall become void and there shall be have no liability or recourse on the part of any Party hereto effect except that (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof Confidentiality Agreement shall survive any such termination of this Agreement Agreement, and (b) nothing herein notwithstanding anything to the contrary contained in this Agreement, no Party shall relieve be relieved or released from any liability or damages arising out of any breach of any covenant or agreement set forth in this Agreement by any Party from liability for breach of this Agreement prior to the date of termination, unless the termination is effected pursuant to Section 8.3(a)(i).

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby Contemplated Transactions pursuant to Section 11.1 9.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except that (aA) this Section 11.2 and the obligations set forth provided for in Sections 7.2(b) Section 10.1 and Article 12 Section 10.2 hereof shall survive any such termination of this Agreement and (bB) nothing herein shall relieve any Party party from liability for breach of this Agreement prior to terminationAgreement.

Procedure and Effect of Termination. In A Party seeking to terminate this Agreement pursuant to Section 9.1 shall deliver written notice of such termination to each of the event other Parties, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by any Party, except that the provisions of Sections 6.1(e), 6.5 and this 9.2 and Articles X and XIII shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereofAgreement; provided, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any however, that such termination of this Agreement and (b) nothing herein shall not relieve any Party from liability for breach of this Agreement any Liability that arose prior to the date of termination or, with respect to those provisions that survive termination, that arises after such termination.

Procedure and Effect of Termination. Any party desiring to terminate this Agreement pursuant to Section 7.1 shall give written notice of such termination to the other party or parties, as the case may be, to this Agreement. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby Merger pursuant to Section 11.1 7.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except the obligations provided for in Sections 4.6(c), 4.10, this Article 7, Article 8 (ain respect of those provisions that survive) this Section 11.2 and the obligations definitions set forth in Sections 7.2(b) and Article 12 9 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for breach of this Agreement prior to terminationAgreement.

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 9.1, this Agreement shall terminate, and in each case the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto, and there shall be no liability on the part of the parties, except as set forth in Section 7.1, which Section shall survive the termination of this Agreement and except that the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement foregoing shall become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any Party party from liability for damages actually incurred as a result of breach by it of this Agreement prior to terminationAgreement.

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 11.1 8.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except (a) this Section 11.2 8.2 and the obligations set forth in Sections 7.2(b6.2(b) and Article 12 IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party from liability for breach of this Agreement prior or impair the right of any party to terminationseek specific performance of any other party to enforce its rights hereunder pursuant to Section 11.16.

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 11.1 hereof9.1, this Agreement shall become void and there be of no further force or effect; provided, however, that any termination pursuant to Section 9.1 shall be no liability or recourse on the part not relieve any party hereto of any Party hereto except (a) this liability under Section 11.2 and 9.3 through Section 9.8, as applicable. In addition, in the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive event of any such termination termination, all filings, applications and other submissions made pursuant to this Agreement or prior to the execution of this Agreement and (b) nothing herein shall relieve any Party in contemplation thereof shall, to the extent practicable, be withdrawn from liability for breach of this Agreement prior the agency or other entity to terminationwhich 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 11.1 8.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except (a) the obligations provided for in this Section 11.2 8.2, Section 5.2(b), Section 5.5, Section 5.7 and the obligations set forth in Sections 7.2(b) and Article 12 ARTICLE IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party from liability Liability for breach of this Agreement prior to terminationAgreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1, this Agreement shall 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 9.3 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereofAgreement; provided, this Agreement however, that such termination shall become void and there shall be no liability or recourse on the part not relieve any party hereto of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for any breach of this Agreement prior to terminationAgreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1 hereof, all obligations of the parties under this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case without liability to any party, except that (i) the obligations set forth in Section 6.1(b) hereof, this Section 11.2 and Article XII shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (bii) nothing herein shall relieve any Party party from liability for any breach of this Agreement occurring prior to termination.. ARTICLE XII MISCELLANEOUS Section 12.1

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Purchaser pursuant to Section 9.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no further effect, except that the provisions of Sections 10.2 and 10.8 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereofAgreement; provided, this Agreement however, that such termination shall become void and there shall be no liability or recourse on the part not relieve any party hereto of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for any breach of this Agreement prior to terminationAgreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.1 hereof, written notice thereof shall forthwith be given by the terminating party or parties to the other party or parties hereto, and the abandonment of this Agreement shall thereupon terminate and become void and have no effect and the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement shall become void and there shall be no liability or recourse on abandoned without further action by the part parties hereto, except that the provisions of any Party hereto except (a) this Section 11.2 Sections 4.2 and the obligations set forth in Sections 7.2(b) and Article 12 10.7 hereof shall survive any such termination; provided, however, that such termination of this Agreement and (b) nothing herein shall not relieve any Party from party hereto of any liability for any breach of this Agreement prior to terminationAgreement.

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 11.1 hereof7.1, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except (a) this Section 11.2 and the obligations set forth provided for in this Sections 7.2(b8.2, 5.2(b) and 5.5 and Article 12 hereof IX shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party from liability for breach of this Agreement prior to terminationAgreement.

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 11.1 8.1 hereof, this Agreement shall become void and there shall be no liability or recourse on the part of any Party party hereto except (a) this Section 11.2 8.2 and the obligations set forth in Sections 7.2(bSection 6.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party party from liability for breach of this Agreement prior or impair the right of any party to terminationseek specific performance of any other party to enforce its rights hereunder pursuant to Section 11.16.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 and Sections 12.2, 13.1, 13.2 and 14.6 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 11.1 hereof, this Agreement except that such termination shall become void and there shall be no liability or recourse on the part not relieve any party hereto of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of this Agreement and (b) nothing herein shall relieve any Party from liability for any willful breach of this Agreement prior to terminationAgreement.