Common use of Procedure and Effect of Termination Clause in Contracts

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereof; and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by this Agreement by either or both of the parties Buyer and the Seller pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby by this Agreement shall be abandoned, without further action by any of the parties hereto; provided, however, that Section 7.2(b), Section 7.3, this Section 10.2 and Article XI shall survive termination of this Agreement. If this Agreement is terminated as provided herein: (a) except if the basis for such termination is that the Buyer has breached its obligation to consummate the Closing in accordance with Article IV (including the failure to pay the Estimated Purchase Price or perform its other obligations under Section 4.4), such termination shall be the sole remedy of the parties hereto with respect to breaches of any covenant, agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers Affiliates or AffiliatesRepresentatives, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers Affiliates or their or their Affiliates’ Representatives, as the case may be, pursuant to this Agreement, except in each case as stated with respect to Section 7.2(b) and Section 7.3; provided that nothing herein shall relieve any party from liability for any willful and material breach of any representation, warranty, covenant or agreement of such party contained in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereofAgreement; and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such Said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereof; and7.7. (b) all All filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties this Agreement pursuant to Section 10.1 9.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party parties to this Agreement specifying the reasons for such termination and this Agreement shall terminate (subject to the provisions of this Section 9.2) and the transactions contemplated hereby Transactions shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such termination shall be Upon the sole remedy of the parties hereto written request therefor, each party will (i) redeliver or (ii) destroy with respect to breaches of any agreement, representation or warranty contained certification thereto in this Agreement form and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation substance reasonably satisfactory to the other party, all documents, work papers and other materials of any other party or any of their respective trustees, directors, officers or Affiliates, as relating to the case may be, pursuant to transactions contemplated by this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b)whether obtained before or after the execution hereof, 7.3 and 7.7 hereofto the party furnishing the same; and (b) all filings, applications In the event of the termination and other submissions made abandonment of this Agreement pursuant to Section 9.1 hereof, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers, agents, advisors, representatives or stockholders, other than the provisions of Section 7.7 and Article XI hereof; provided, however, nothing contained in this Section 9.2 shall relieve any party from liability for fraud or intentional breach of this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either Buyer or both of the parties Seller pursuant to Section 10.1 hereof8.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers officers, members, general partners, or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers officers, members, general partners, or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated specifically provided in this Section 10.2 8.2 and in Sections 7.2(b), 7.3 6.2(b) and 7.7 hereof6.3 and except in each case such termination shall not relieve (i) any party of any liability for any willful and material breach of this Agreement or (ii) Buyer of any liability for any breach of Section 5.4; and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either one or both more of the parties pursuant to Section 10.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such Said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreementrepresentation, representation warranty, covenant or warranty agreement contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers officers, Affiliates or Affiliatesadvisors, as the case may be, shall have any liability or further obligation to the any other party or any of their respective trustees, directors, officers officers, Affiliates or Affiliatesadvisors, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 7.5 and 7.7 hereof7.6; provided, however, that no such termination shall relieve any party from any liability arising from the willful or intentional breach of this Agreement occurring prior to such termination; and (b) all All filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties this Agreement pursuant to Section 10.1 hereof9.1 hereto, written notice thereof shall forthwith be given by the terminating party to the other party parties to this Agreement and this Agreement shall terminate (subject to the provisions of this Section 9.2) and the transactions contemplated hereby by this Agreement shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such termination shall be Upon the sole remedy of the parties hereto written request therefor, each party will (i) redeliver or (ii) destroy with respect to breaches of any agreement, representation or warranty contained certification thereto in this Agreement form and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation substance reasonably satisfactory to the other party, all documents, work papers and other materials of any other party or any of their respective trustees, directors, officers or Affiliates, as relating to the case may be, pursuant to transactions contemplated by this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b)whether obtained before or after the execution hereof, 7.3 and 7.7 hereofto the party furnishing the same; and (b) all filingsSubject to Article X hereto, applications in the event of the termination and other submissions made abandonment of this Agreement pursuant to Section 9.1 hereto, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, directors, officers or stockholders, other than the provisions of Sections 11.1, 11.2, 11.3, 11.7 and 11.12 hereto. Nothing contained in this Section 9.2 shall relieve any party from liability for any breach of this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof11.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 11.2 and in Sections 7.2(b), 7.3 and 7.7 hereof7.7; and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made.

Procedure and Effect of Termination. (a) In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties Holdings and/or LIN-Texas pursuant to Section 10.1 hereof9.1, prompt written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties specified herein in the event a party is in default or breach in any material respect of its obligations under this Agreement. If this Agreement is terminated as provided herein: (ai) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none None of the parties hereto nor any of their respective trusteespartners, directors, officers officers, shareholders, employers, agents, or AffiliatesAffiliates (each, as a "Related Party") (including any Related Party of the case may be, general partner of the LIN-Texas) shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, Related Parties pursuant to this AgreementAgreement with respect to which termination has occurred, except in each case for the obligations of LIN-Texas and Holdings (but not including LIN-Texas's or Holdings's Related Parties (or any Related Party of the general partner of the LIN-Texas)) as stated in this Section 10.2 Sections 3.18, 4.5, 6.2, 9.2(b) and in Sections 7.2(b), 7.3 and 7.7 11.1 hereof; and (bii) all All filings, applications and other submissions made pursuant relating to this Agreementthe transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof7.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and a none of the parties hereto nor any of their respective trustees, directors, officers or Affiliatesaffiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliatesaffiliates, as the case may be, pursuant to this Agreement, except for liability for any breach of this Agreement and except in each case as stated in this Section 10.2 7.2 and in Sections 7.2(b5.3(b), 7.3 5.6 and 7.7 hereof5.8; and provided, that the sole recourse of Buyer with respect to any such liability arising out of this Section 7.2(a) shall be to assert a claim against the Company (bwhich shall be responsible for any breaches by the Company or by the Sellers) and not the Sellers; and (b all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which 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 by either or both of the parties pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by the party so terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of Seller, on the parties heretoone hand, or Buyer, on the other hand. If this Agreement is terminated as provided hereinpursuant to Section 10.1 hereof: (a) such termination Each party shall be redeliver to the sole remedy of party furnishing the parties same all documents, work papers and other materials received from the other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, and all confidential information received by any party hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as shall be treated in accordance with the case may be, pursuant to this Agreement, except in each case as stated in this Confidentiality Agreement and Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 8.2(c) hereof; and; (b) all All filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, hereto shall be withdrawn from the agency or other person to which they were made; and (c) There shall be no liability or obligation hereunder on the part of Seller or Buyer or any of their respective directors, officers, employees, managers, members, affiliates, controlling persons, agents or representatives, except that Seller or Buyer, as the case may be, may have liability to the other party if the basis of termination is a willful, material breach by Seller or Buyer, as the case may be, of one or more of the provisions of this Agreement. The obligations provided for in Sections 8.2(c), 10.2(a) and 10.3 and Article XII hereof shall survive any termination of this Agreement.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties this Agreement pursuant to Section 10.1 hereof8.1, written notice thereof shall forthwith be given by the terminating party to the other party Parties and this Agreement shall terminate (subject to the provisions of this Section 8.2) and the transactions contemplated hereby by this Agreement shall be abandoned, without further action by any of the parties heretoParties. If this Agreement is terminated as provided herein: (a) such termination shall be Upon the sole remedy of the parties hereto written request therefor, each Party will (i) redeliver or (ii) destroy with respect to breaches of any agreement, representation or warranty contained certification thereto in this Agreement form and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation substance reasonably satisfactory to the other party, all documents, work papers and other materials of any other party or any of their respective trustees, directors, officers or Affiliates, as relating to the case may be, pursuant to transactions contemplated by this Agreement, except in whether obtained before or after the execution hereof, to the party furnishing the same; provided, however, that each case Party shall be entitled to retain copies of any such materials for record-keeping purposes or as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereofrequired by Law; and (b) all filingsSubject to Section 8.1, applications in the event of the termination and other submissions made abandonment of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any Party or its Affiliates, directors, managers, officers or stockholders, other than the provisions of Sections 8.1, 10.1, 10.2, 10.3, 10.7 and 10.12. Nothing contained in this Section 8.2 shall relieve any party from liability for any breach of this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties this Agreement pursuant to Section 10.1 hereof7.1, written notice thereof shall forthwith be given by the terminating party to the other party Parties and this Agreement shall terminate (subject to the provisions of this Section 7.2) and the transactions contemplated hereby by this Agreement shall be abandoned, without further action by any of the parties heretoParties. If this Agreement is terminated as provided herein: (a) such termination shall be Upon the sole remedy of the parties hereto written request therefor, each Party will (i) redeliver or (ii) destroy with respect to breaches of any agreement, representation or warranty contained certification thereto in this Agreement form and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation substance reasonably satisfactory to the other party, all documents, work papers and other materials of any other party or any of their respective trustees, directors, officers or Affiliates, as relating to the case may be, pursuant to transactions contemplated by this Agreement, except in whether obtained before or after the execution hereof, to the party furnishing the same; provided, however, that each case Party shall be entitled to retain copies of any such materials for record-keeping purposes or as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereofrequired by Law; and (b) all filingsSubject to Section 7.1, applications in the event of the termination and other submissions made abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any Party or its Affiliates, directors, managers, officers or shareholders, other than the provisions of Section 7.1, 9.1, 9.2, 9.3, 9.7 and 9.12. Nothing contained in this Section 7.2 shall relieve any party from liability for any breach of this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b7.3(b), 7.3 and 7.7 hereof7.4, 7.5, 8.4, 8.5 or, with respect to Third Party Claims related to Excluded Liabilities, in Article IX; and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 7.3, 7.5 and 7.7 hereof; and7.7, and upon a willful breach by a party in which case the non-breaching party shall have all rights and remedies existing at law or in equity; (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such Said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereof7.7; and (b) all All filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either any or both all of the parties pursuant to Section 10.1 hereof8.01, written notice thereof shall forthwith be given by the terminating party to the other party parties to this Agreement and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such termination shall be the sole remedy of the parties hereto with respect will promptly redeliver to breaches of any agreement, representation Sellers or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or AffiliatesBuyer, as the case may be, all documents, work papers and other materials of any other party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof; and (b) no party hereto shall have any liability or further obligation to the any other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, to this Agreement pursuant to this AgreementAgreement except (i) with respect to Section 4.04, except in each case as stated in this and (ii) solely with respect to terminations pursuant to Section 10.2 and in Sections 7.2(b8.01(b), 7.3 and 7.7 hereofany party whose material breach of any covenant or agreement hereunder shall have resulted in the failure of the transactions contemplated by this Agreement to close, shall be liable for breach of contract or otherwise, to 28 - 197 - the extent provided by law; and provided, however, that this subsection (b) all filings, applications and other submissions made pursuant (ii) shall not be construed to this Agreement, limit the remedies otherwise available with respect to the extent practicable, shall be withdrawn from the agency or other person to which they were madesuch defaulting party.

Procedure and Effect of Termination. In the event of ----------------------------------- termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof7.1, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: : (a) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and a none of the parties hereto nor any of their respective trustees, directors, officers or Affiliatesaffiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliatesaffiliates, as the case may be, pursuant to this Agreement, except for liability for any breach of this Agreement and except in each case as stated in this Section 10.2 7.2 and in Sections 7.2(b5.3(b), 7.3 5.6 and 7.7 hereof5.8; provided, that the sole recourse of Buyer with respect -------- to any such liability arising out of this Section 7.2(a) shall be to assert a claim against the Company (which shall be responsible for any breaches by the Company or by the Sellers) and not the Sellers; and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either the Seller Parties or both of the parties Buyers pursuant to Section 10.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none None of the parties hereto nor any of their respective trustees, directors, officers or officers, Affiliates, as the case may be, shall have any liability Liability or further obligation to the other party parties or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated (i) that nothing herein shall relieve any party from Liability for any material breach of any representation, warranty, covenant, or agreement of such party contained in this Section 10.2 Agreement and in (ii) that Sections 7.2(b), 7.3 7.3, 7.8, 10.2, 11.1, 11.2, 11.4 through 11.6, and 7.7 hereof11.8 through 11.10 and 11.12 through 11.15 shall survive such termination; and (b) all All filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency Governmental Entity or other person Person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof8.1, written notice thereof shall forthwith be given by the terminating party to the other party (it being understood that notice to Winstar shall have the same effect as notice to all of the Sellers) and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such said termination shall be the sole remedy remedy, subject to Sections 6.10(d) and 8.2(b), of the parties hereto with respect to breaches of any agreementcovenant, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except for the parties hereto in each case as stated in this Section 10.2 8.2, Section 9.15 and in Sections 7.2(b)6.2(b) and 6.3; provided, 7.3 and 7.7 hereof; andhowever, the Sellers shall not be responsible or liable for any misrepresentation or breach of any warranty or covenant by the Sellers contained in this Agreement prior to the time of such termination; (b) the Escrow Amount shall be released to the Buyer or the Sellers as set forth in the Escrow Agreement; (c) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made.; and

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party 'to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereof7.7; and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made.

Procedure and Effect of Termination. (a) In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof9.1, written notice thereof shall forthwith be given by the terminating party to the other party parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (ai) such except as set forth in Section 9.3, said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreementcovenant, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party parties or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except for the parties hereto in each case as stated in this Section 10.2 9.2, Section 9.4, Section 10.15 and in Sections Section 7.2(b), 7.3 Section 7.3, Section 7.12(e) and 7.7 hereof; andSection 7.13(a), and upon a willful breach by a party, in which case the non-breaching party shall have all rights and remedies existing at law or in equity; (bii) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made; and (iii) all Confidential Information from the Sellers shall be returned to the Sellers, and all Confidential Information from the Buyer shall be returned to the Buyer.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either the Purchaser or both of the parties Seller pursuant to Section 10.1 hereofthis Article 7, written notice thereof shall forthwith will be given by the terminating party to the all other party parties and this Agreement shall will terminate (except to the extent provided in Section 8.1 hereof) and the transactions contemplated hereby shall will be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such termination shall be the sole remedy Each of the parties hereto with respect to breaches of any agreementwill, representation or warranty contained in this Agreement upon request, redeliver all documents, work papers and none other material of the other parties hereto nor any of their respective trusteesrelating to the transactions contemplated hereby, directorswhether obtained before or after the execution hereof, officers or Affiliates, as to the case may be, shall party furnishing the same; (b) No party will have any liability for a breach of any representation, warranty, agreement, covenant or further obligation the provision of this Agreement, unless such breach was due to the other a willful or bad faith action or omission of such party or any representative, agent, employee or independent contractor thereof, and except for such representations, warranties and covenants that will survive termination of their respective trustees, directors, officers or Affiliates, as the case may be, this Agreement pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereof8.1; and (bc) all All filings, applications and other submissions made pursuant to the terms of this AgreementAgreement will, to the extent practicable, shall be withdrawn from the agency or other person to which 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 by either or both of the parties pursuant to Section 10.1 hereof9.1(b), Section 9.1(c), Section 9.1(d) or Section 9.1(e) written notice thereof shall forthwith be given by the party so terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties heretoSeller or Buyer. If this Agreement is terminated as provided hereinpursuant to Section 9.1: (a) such termination each party shall be the sole remedy redeliver all documents, work papers and other materials of the parties other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by either party hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as shall be treated in accordance with Section 5.2 and the case may be, pursuant to this Confidentiality Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereof; and; (b) all filings, applications and other submissions made pursuant to this AgreementAgreement shall, to the extent practicable, shall be withdrawn from the agency or other person to which they were made; and (c) there shall be no liability or obligation hereunder on the part of Seller or Buyer or any of their respective directors, officers, employees or Affiliates, except that Seller and Buyer only, as the case may be, may have liability to the other if the basis of termination is an intentional misrepresentation or breach or willful misconduct by Seller or Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that the obligations provided for in Section 9.2(b) and Section 11.1, the confidentiality provision contained in Section 5.2 and the Confidentiality Agreement shall survive any such termination.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either Buyer or both of the parties Sellers pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers officers, members, limited partners, general partners or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers officers, members, limited partners, general partners or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(bSection 7.3(b), 7.3 and 7.7 Section 7.4 hereof; and; (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency applicable Governmental Authority or other person Person to which they were made; and (c) If Sellers terminate this Agreement pursuant to Section 10.1(d), then, Buyer shall immediately pay to Sellers $25,000,000 (Twenty-five million dollars) in immediately available funds to an account designated by Sellers.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a1) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b7.2(c), 7.3 and 7.7 hereof; and (b2) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(b7.2(c), 7.3 and 7.7 hereof; and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person to which they were made.

Procedure and Effect of Termination. In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either or both of the parties any party pursuant to Section 10.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party and parties and, subject to Section 10.1(h), this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein: (a) such Said termination shall be the sole remedy of the parties hereto with respect to breaches of any agreement, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, pursuant to this Agreement, except in each case as stated in this Section 10.2 and in Sections 7.2(bi.2(b), 7.3 and 7.7 hereof; and7.7. (b) all All filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made.

Procedure and Effect of Termination. (a) In the event of termination ----------------------------------- of this Agreement and abandonment of the transactions contemplated hereby by either any party or both of the parties hereto pursuant to Section 10.1 hereof9.1, written notice thereof shall forthwith be given by the terminating party promptly to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, abandoned without further action by any of the parties hereto, but subject to and without limiting any of the rights of the parties specified herein in the event a party hereto is in default or breach in any material respect of its obligations under this Agreement. If In the event that this Agreement is terminated as provided hereinpursuant to the terms and subject to the conditions hereof, upon the Termination Date: (ai) such termination shall be the sole remedy of the parties hereto with respect to breaches of any agreementExcept as otherwise provided herein, representation or warranty contained in this Agreement and none of the parties hereto nor any of their respective trusteespartners, directors, officers officers, shareholders, employers, agents or AffiliatesAffiliates (each, as the case may be, a “Related Party”) shall have any liability or further obligation to the other party or any of their respective trustees, directors, officers or Affiliates, as the case may be, Related Parties pursuant to this AgreementAgreement with respect to which termination has occurred, except in each case for the obligations of Seller and Buyer as stated in Sections 6.3 and 10 and this Section 10.2 and in Sections 7.2(b), 7.3 and 7.7 hereof9.2; and (bii) all All filings, applications and other submissions made pursuant relating to this Agreementthe transactions contemplated hereby as to which termination has occurred shall, to the extent practicable, shall be withdrawn from the agency or other person Person to which they were made. (b) Upon the event of Termination, neither Party shall be liable to the other for any special or punitive damages.