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 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 17.7 shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.16.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, hereto and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by any of the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of . If this Agreement and except that such termination is terminated as provided herein, no party hereto shall not have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party hereto of any from liability for any willful breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

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 17.7 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 that (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 hereto of any Party from liability for any willful breach of this AgreementAgreement prior to termination.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 11.111.1 hereof, written notice thereof shall forthwith be given by the party so terminating party to the other parties hereto, and this Agreement shall thereupon forthwith terminate and shall become null and void and have of no further effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties heretoCompany, except SKT, EarthLink, Parent, and Virgin Group; provided, however, that the provisions of Section 9.5, Section 9.7, this Section 11.2 11.2, Section 11.3 and Sections 13.1, 13.2 and 17.7 Article XIII shall survive the termination of this Agreement. If this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.is terminated pursuant to Section 11.1 hereof:

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 and abandonment of the transactions contemplated hereby by the terminating party to the other parties heretoparties, and this Agreement shall thereupon terminate forthwith become null and become void and have of no further effect, and without any liability on the Transaction shall be abandoned without further action by the parties heretopart of any party or its directors, except that 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 Sections 13.1, 13.2 and 17.7 8.2 shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of from any liability for any willful breach of this Agreement.

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 17.7 shall survive the termination of this Agreement and except that such termination the abandonment of the transactions contemplated hereby pursuant to Section 8.3, this Agreement shall not relieve become void and there shall be no liability on the part of any party hereto except (i) the obligations provided for in this Section 8.4 and Sections 6.2(b) and 10.1 hereof shall survive any such termination of this Agreement and (ii) nothing herein shall relieve any Party from liability for any willful breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.19.1 hereof, by one party, written notice thereof shall forthwith be given by the terminating party to the other parties heretoparty, and and, except as set forth below, this Agreement shall thereupon terminate and become be void and have no effect, effect except for the provisions of Section 9.4 which shall -62- survive such termination and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that for the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 9.4 which shall survive the termination of such termination. If this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.is terminated as provided herein:

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.111.1 hereof, written notice thereof shall forthwith be given by all obligations of the terminating party to the other parties hereto, and under this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties heretoparties, in each case without liability to any party, except that (i) the provisions of obligations set forth in Section 6.1(b) hereof, this Section 11.2 and Sections 13.1, 13.2 and 17.7 Article XII shall survive the termination of this Agreement and except that such termination (ii) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreementoccurring prior to termination.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 11.17.1 hereof, written notice thereof shall forthwith be given by the party so terminating party to the other parties hereto, party and this Agreement shall thereupon forthwith terminate and shall become null and void and have of no further effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by Hanover and the parties heretoSellers; provided, except however, that the provisions of Sections 5.1, 5.2 and 5.3, this Section 11.2 7.2 and Sections 13.1, 13.2 and 17.7 Article VIII shall survive the termination of this Agreement. If this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.is terminated pursuant to Section 7.1 hereof:

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 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 10.1 hereof, this Agreement shall become void and there shall be no liability on the part of any Party hereto except that (a) this Section 10.2 and the obligations set forth in Article 11 hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this AgreementAgreement prior to termination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to as provided in Section 11.1, written notice thereof shall forthwith be given by the Party so terminating party to the other parties heretoParties, and this Agreement shall thereupon terminate and forthwith become void and have no effect, and the Transaction there shall be abandoned without further action by no liability on the parties heretopart of any Party hereto (or any of its Representatives, financing sources or Affiliates), except that the provisions of this (i) Section 11.2 12.2 and Sections 13.1, 13.2 and 17.7 Section 12.4 shall survive the termination any termination, and (ii) nothing herein shall relieve any Party from liability for any knowing and intentional breach of this Agreement and except that occurring prior to such termination shall not relieve any party hereto of any liability for any willful breach of this Agreementtermination.

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 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) this Section 8.2 and the obligations set forth in Sections 6.2(b) and Section IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreement.

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 17.7 shall survive the termination of this Agreement and the abandonment of the Subject Transactions pursuant to Section 9.1 hereof, this Agreement shall become void and there shall be no Liability on the part of any party hereto except that (i) the obligations provided for in this Section 9.2 and Sections 7.7 (Public Announcements), 7.6 (Confidentiality) and Article XI (Miscellaneous) hereof shall survive any such termination of this Agreement and (ii) nothing herein shall not relieve any party hereto of any liability from Liability for any fraud or willful or intentional breach of this AgreementAgreement prior to such termination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.17.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, hereto and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by any of the parties hereto, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of . If this Agreement and except that such termination shall not relieve any is terminated as provided herein, no party hereto of shall have any liability for any willful breach of this Agreement.or further

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 11.19.1, written notice thereof this Agreement shall forthwith terminate, and in each case the transactions contemplated hereby shall be given abandoned, without further action by any of the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction there shall be abandoned without further action by no liability on the parties heretopart of the parties, except that the provisions of this as set forth in Section 11.2 and Sections 13.17.1, 13.2 and 17.7 which Section shall survive the termination of this Agreement and except that such termination the foregoing shall not relieve any party hereto of any from liability for any willful damages actually incurred as a result of breach by it of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement Agreement, pursuant to Section 11.1, written notice thereof shall will forthwith be given by the terminating party to the other parties heretoparty specifying the basis for such termination, and this Agreement shall will thereupon terminate and become void and have no effect, and the Transaction shall transactions contemplated hereby will be abandoned without further action by the parties heretoparties, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall 12.3 will survive the termination of this Agreement; provided, however, that termination of this Agreement and except that such termination shall will not relieve any party hereto of any liability for any willful breach of this Agreementoccurring prior to the termination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.18.1, 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 transactions contemplated hereby 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 17.7 9.3 shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.110.1 hereof, by one party, written notice thereof shall forthwith be given by the terminating party to the other parties heretoparty, and, except for the second and third sentences of Section 2.2(b), Section 6.2 and Article XI of 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 (each of this Section 11.2 and Sections 13.1, 13.2 and 17.7 which shall survive the termination of this Agreement Agreement), and except that such termination as set forth below, this Agreement shall not relieve any party hereto of any liability for any willful breach of terminate and be void and have no effect and the transactions contemplated hereby shall be abandoned. If this Agreement.Agreement is terminated as provided herein:

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.18.1, written notice thereof shall forthwith be given by the terminating party to the other parties party hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction 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 Section 11.2 Article 8 and Sections 13.1, 13.2 and 17.7 the Nondisclosure Agreement shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of Any party desiring to terminate this Agreement pursuant to Section 11.1, 7.1 shall give written notice thereof shall forthwith be given by the terminating party of such termination to the other parties heretoparty or parties, and as the case may be, to this Agreement shall thereupon terminate and become void and have no effect, and Agreement. In the Transaction shall be abandoned without further action by the parties hereto, except that the provisions event of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination the abandonment of the Merger pursuant to Section 7.1 hereof, this Agreement shall not relieve become void and there shall be no liability on the part of any party hereto except the obligations provided for in Sections 4.6(c), 4.10, this Article 7, Article 8 (in respect of those provisions that survive) and the definitions set forth in Article 9 hereof shall survive any liability for any willful breach such termination of this Agreement.

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 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) the obligations provided for in this Section 8.2, Section 5.2(b), Section 5.5, Section 5.7 and ARTICLE IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any liability from Liability for any willful breach of this Agreement.

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 11.1this Article VII, the terminating Party shall forthwith give written notice thereof shall forthwith be given by the terminating party to the other parties hereto, Party and this Agreement shall thereupon terminate and become void and have no effectterminate, and the Transaction transactions contemplated hereby shall be abandoned abandoned, without further action by any of the parties heretoParties. Notwithstanding the foregoing, except that the provisions of this Section 11.2 7.2(a) and Sections 13.1, 13.2 and 17.7 Article VIII shall survive the termination of this Agreement and except that any such termination shall not relieve any party hereto of any liability for any willful breach of this Agreementtermination.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby pursuant to this Section 11.18, 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, effect except that (a) the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 Confidentiality Agreement shall survive the any termination of this Agreement Agreement, and except that such termination (b) notwithstanding anything to the contrary contained in this Agreement, no Party shall not relieve be relieved or released from any party hereto liability or damages arising out of any liability for any willful breach of any covenant or agreement set forth in this AgreementAgreement by any Party 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 termination of this Agreement pursuant to Section 11.110.1, written notice thereof of such termination shall forthwith promptly be given by the terminating party to the other parties heretoparty, and this Agreement shall thereupon upon that notice terminate and become void and have no effect, and the Transaction transactions contemplated by this Agreement shall be abandoned without further action by the parties heretoparties, except that the provisions of this the Confidentiality Agreement and Section 11.2 and Sections 13.1, 13.2 and 17.7 11.5 shall survive the termination of this Agreement and except Agreement, provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach by it of this Agreement.

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 17.7 shall survive the termination of this Agreement and the abandonment of the Contemplated Transactions pursuant to Section 9.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (A) the obligations provided for in Section 10.1 and Section 10.2 hereof shall survive any such termination of this Agreement and (B) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreement.

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 17.7 Article XVII (except Section 17.1) shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

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 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, this Agreement shall become void and there shall be no liability on the part of any Party except that (a) the obligations provided for in this Section 8.2, Section 5.2(b), Section 5.5, and Article IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any Party from liability for any willful breach of this Agreement.

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 17.7 shall survive the termination of this Agreement and except that such termination the abandonment of the transactions contemplated by this Agreement pursuant to Section 7.1 hereof, this Agreement shall not relieve become void and there shall be no Liability on the part of any party hereto of except (a) the provisions and obligations provided for in Section 1.1, Section 5.4, Section 5.5, this Section 7.2, and Article IX hereof shall survive any liability for any willful breach such termination of this Agreement.

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 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) the obligations provided for in this Sections 8.2, 5.2(b) and 5.5 and Article IX shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.19.1 hereof, written notice thereof shall forthwith be given by the terminating party or parties to the other party or parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, effect and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 Sections 4.2 and Sections 13.1, 13.2 and 17.7 10.7 hereof shall survive the termination of this Agreement and except such termination; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

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 17.7 shall survive the termination of this Agreement and except that such termination the abandonment of the transactions contemplated hereby pursuant to Section 7.3, this Agreement shall not relieve become void and there shall be no liability on the part of any party hereto except (i) the obligations provided for in this Section 7.4 and 9.1 hereof shall survive any such termination of this Agreement and (ii) nothing herein shall relieve any Party from liability for any willful breach of this Agreement.

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 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) this Section 7.2 and the obligations set forth in Section 5.2(d), Section 5.2(e) and Article IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this AgreementAgreement or impair the right of any party to seek specific performance by the other party of its obligations hereunder.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Purchaser pursuant to Section 11.19.1, 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, and the Transaction shall be abandoned without further action by the parties hereto, except that the provisions of this Section 11.2 Sections 10.2 and Sections 13.1, 13.2 and 17.7 10.8 shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

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 17.7 14.6 shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.19.1 of this Agreement, written notice thereof shall forthwith be given by the terminating party to the other parties heretoparty, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby 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 17.7 Article 9 shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

Procedure and Effect of Termination. In the ----------------------------------- event of termination of this Agreement pursuant to by either party under Section 11.114.1(b) or Section 14.1(c), written notice thereof shall forthwith be given by the terminating party to the other parties hereto, party and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned abandoned, without further action by the parties heretoeither party, upon delivery of such notice, except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 Confidentiality Agreement shall survive the termination of this Agreement in accordance with its terms and except that Section 14.2, Section 14.3 and Article XV shall also survive such termination shall not relieve any party hereto of any liability for any willful breach of this Agreementtermination.

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 17.7 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 on the part of any Party hereto except that (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 hereto of any from liability for any willful breach of this AgreementAgreement prior to termination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.1Article 7.1(b) or (c), written notice thereof shall forthwith be given by the terminating party shall immediately give written notice of such termination to the other parties hereto, party and this Agreement shall thereupon terminate and become void and have no effectterminate, and the Transaction transactions contemplated hereby shall be abandoned abandoned, without further action by any of the parties heretoparties. If this Agreement is terminated as provided in this Article 7, neither party will have any liability or further obligation under this Agreement to any other party, except that the provisions of as provided in this Section 11.2 Article 7.2 and Sections 13.1Article 8.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination shall not nothing herein will relieve any party hereto of any from liability for any willful breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.110.1, written notice thereof of such termination shall forthwith promptly be given by the terminating party to the other parties heretoparties, and this Agreement shall thereupon upon that notice terminate and become void and have no effect, and the Transaction transactions contemplated by this Agreement shall be abandoned without further action by the parties heretoparties, except that the provisions of this the Confidentiality Agreement and Section 11.2 and Sections 13.1, 13.2 and 17.7 11.5 shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach by it of this Agreement.

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 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 9.01 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) this Section 9.02 and Article X hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful intentional breach of this AgreementAgreement or Fraud prior to such termination or impair the right of any party to seek specific performance.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 11.111.1 hereof, written notice thereof shall forthwith be given by all obligations of the terminating party to the other parties hereto, and under this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties heretoparties, in each case without liability to any party, except that (i) the provisions of obligations set forth in Section 6.1(b) hereof, this Section 11.2 and Sections 13.1, 13.2 and 17.7 Article XII shall survive the termination of this Agreement and except that such termination (ii) nothing herein shall not relieve any party hereto of any from liability for any willful 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 and abandonment of the transactions contemplated by this Agreement by either or both of the parties pursuant to Section 11.110.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, party and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated by this Agreement shall be abandoned abandoned, without further action by any of the parties hereto; provided, except however, that the provisions of this Section 11.2 7.2(b), Section 7.3, and Sections 13.1, 13.2 and 17.7 Article XI shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach terminate of this Agreement.. If this Agreement is terminated as provided herein:

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 11.18.1, written notice thereof shall forthwith be given by the terminating party to the other parties party 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 8.2 and Sections 13.15.6, 13.2 7.2, 7.3, 7.4, Article IX and 17.7 the Confidentiality Agreement shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 11.18.1, written notice thereof this Agreement shall forthwith terminate, and in each case the transactions contemplated hereby shall be given abandoned, without further action by any of the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction there shall be abandoned without further action by no liability on the parties heretopart of the parties, except that the provisions of this as set forth in Section 11.2 and Sections 13.16.1, 13.2 and 17.7 which Section shall survive the termination of this Agreement and except that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of (c) A Party seeking to terminate this Agreement pursuant to Section 11.1, 9.1 shall deliver written notice thereof shall forthwith be given by the terminating party of such termination to each of the other parties heretoParties, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby shall be abandoned without further action by the parties heretoany Party, except that the provisions of Sections 6.1(e), 6.5 and this Section 11.2 9.2 and Sections 13.1, 13.2 Articles X and 17.7 XIII shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto Party of any liability for any willful breach Liability that arose prior to the date of this Agreementtermination or, with respect to those provisions that survive termination, that arises after such termination.

Procedure and Effect of Termination. In the event of termination of (a) Any Party desiring to terminate this Agreement pursuant to Section 11.1, 8.1 shall give written notice thereof shall forthwith be given by the terminating party of such termination to the other parties hereto, and Parties to 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 Agreement. Except as set forth in this Section 11.2 and Sections 13.18.2, 13.2 and 17.7 shall survive in the event of the termination of this Agreement and except the abandonment of the transactions contemplated hereby pursuant to this Section 8.2, (i) each Party’s representations and warranties shall survive any such termination of this Agreement for two (2) years and (ii) that such the foregoing termination shall not relieve any party hereto Seller of any liability for any willful breach of this Agreement.liability, damages or losses resulting from

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 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) this Section 8.2 and the obligations set forth in Section 6.2(b) hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this AgreementAgreement or impair the right of any party to seek 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 If this Agreement pursuant is terminated as provided herein, then no party hereto shall have any Liability or further obligation to Section 11.1, written notice thereof shall forthwith be given by the terminating any other party to this Agreement resulting from such termination except that no Party waives any Claim against a breaching 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 17.7 shall survive the termination of this Agreement and except extent that such termination shall not relieve any results from a willful or intentional breach by a party hereto of any liability for any willful breach of its representations, warranties, covenants or agreements set forth in this Agreement.. ARTICLE 12

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 11.110.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, party and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated by this Agreement shall be abandoned abandoned, without further action by any of the parties hereto; provided, except however, that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 (a) Article 11 shall survive the termination of this Agreement and except that (b) no such termination shall not relieve any party hereto from any Losses arising out of any liability for any willful breach of this Agreement by a party that occurs upon or prior to the termination of this Agreement.

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 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) this Section 8.2 and the obligations set forth in Sections 6.2(b) and Article IX hereof shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this AgreementAgreement or impair the right of any party to seek 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 11.19.1, 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 be of no further force or effect; provided, and the Transaction shall be abandoned without further action by the parties heretohowever, except that the provisions of this any termination pursuant to Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement and except that such termination 9.1 shall not relieve any party hereto of any liability for under Section 9.3 through Section 9.8, as applicable. In addition, in the event of any willful breach such termination, all filings, applications and other submissions made pursuant to this Agreement or prior to the execution of this AgreementAgreement in contemplation thereof shall, to the extent practicable, be withdrawn from the agency or other entity to which made.

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 17.7 shall survive the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (a) the obligations provided for in Sections 7.2, 5.4 and Article IX shall survive any such termination of this Agreement and (b) nothing herein shall not relieve any party hereto of any from liability for any willful breach of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement by any party hereto pursuant to Section 11.110.1, written notice thereof shall forthwith be given by the terminating party to the other parties party hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction transactions contemplated hereby 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 17.7 12.5 shall survive the termination of this Agreement and except Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement.