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 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date hereof; and (b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to as provided in Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below7.1, this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) upon request therefor, each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, will redeliver all documents, work papers and other material of each any other party hereto relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof; and, to the party furnishing the same; (b) each party agrees that all Confidential Information none of the information received by Parent and Merger Sub, or on behalf of the one hand, or the Company and the Principal Shareholder, on the other hand, Buyer with respect to the Business, the Seller, MTI and the Parent shall at any time be used for the advantage of the Buyer to the detriment of the Business, the Seller, MTI or the Parent; and the Buyer will use its best efforts to prevent the disclosure thereof to third persons except as may be required by law; (c) no party hereto shall have any liability or further obligation to any other party, party to this Agreement or the Merger pursuant to this Agreement except as stated in this Section 7.2 and in Sections 5.3, 5.5, and 5.8; provided, however, that nothing in this Section 7.2 shall be kept confidential notwithstanding deemed to release any party from any liability for breach by such party of any of its covenants set forth in this Agreement which occurs on or before the date of the termination of this Agreement; and this Agreement will be of no further force and effect except that this Section 7.2 and Sections 5.3, 5.5, 5.8, and Article VIII and the terms of the Indemnification Agreement shall remain in effect; and (d) all filings, applications, and other submissions made pursuant to Section 5.6 shall, to the extent practicable, be withdrawn from the agency or other person to which made.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the Company or Parent pursuant to Section 8.1 hereofthis Article 7, written notice thereof shall forthwith will be given by the terminating party to all other parties and this Agreement will terminate (except to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect extent provided in Section 8.1 hereof) and the Merger shall transactions contemplated hereby will be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliverEach of the parties will, and shall cause its agents (includingupon request, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material of each party hereto the other parties relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof, to the party furnishing the same; (b) No party will have any liability for a breach of any representation, warranty, agreement, covenant or the provision of this Agreement, unless such breach was due to 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 this Agreement pursuant to Section 8.1; and (bc) each party agrees that all Confidential Information received by Parent All filings, applications and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect submissions made pursuant to the other party, terms of this Agreement will, to the extent practicable, be withdrawn from the agency or the Merger shall be kept confidential notwithstanding the termination of this Agreementother person to which made.

Procedure and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby (i) by the parties hereto pursuant to Section 8.1 Sections 8.1(b), (c) or (d) hereof, written notice thereof shall forthwith be given as promptly as practicable by the party so terminating party to the other party, and, except as set forth belowor (ii) automatically pursuant to Section 8.1(a), this Agreement shall forthwith terminate and be shall become null and void and have of no effect further effect, and the Merger transactions contemplated hereby shall be abandoned without any further action by the parties hereto; providedSeller, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. Purchaser. (b) If this Agreement is terminated as provided hereinpursuant to Section 8.1 hereof: (ai) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material materials of each party hereto the other parties relating to the Mergertransactions contemplated hereby, whether so obtained before or after the date execution hereof, to the party furnishing the same, and all confidential information received by Purchaser with respect to the Seller and its Subsidiaries shall be treated in accordance with the provisions of Section 5.5; (ii) all filings, applications and other submissions made pursuant hereto shall, at the option of the Seller, and to the extent practicable, be withdrawn from the Governmental Authority or other Person to which made; and (biii) each party agrees that all Confidential Information received by Parent and Merger Sub, there shall be no liability or obligation hereunder on the one handpart of the Seller or Purchaser or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents, advisors or representatives, except that the Company obligations provided for in this Section 8.2 and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger Article X hereof shall be kept confidential notwithstanding the termination of this Agreementsurvive any such termination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder Interest Holder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date execution hereof; and (b) each party agrees that all Confidential Information received by Parent and Parent, Merger Sub, on the one hand, Company or the Company and the Principal Shareholder, on the other hand, Interest Holder with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Stock Purchase shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder Seller of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerStock Purchase, whether obtained before or after the date execution hereof; and (b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, or Seller with respect to the other party, this Agreement or the Merger Stock Purchase shall be kept confidential notwithstanding the 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 pursuant to Section 8.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: : (a) each party none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating have any liability or further obligation to the Mergerother party or any of their respective trustees, whether obtained before directors, officers or after Affiliates, as the date hereofcase 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 7.11; and and (b) each party agrees that all Confidential Information received by Parent filings, applications and Merger Subother submissions made pursuant to this Agreement, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the extent practicable, shall be withdrawn from the agency or other party, person to which they were made. Notwithstanding any other term or provision of this Agreement or the Merger other documents delivered pursuant to this Agreement, each of the parties hereby agrees that no officers, directors, employees, agents or attorneys of such party shall be kept confidential notwithstanding liable hereunder for any profit, loss of capital, consequential, special, indirect, punitive or incidental damages that may be incurred by any other party as a result of any action or inaction by any other party hereunder or in connection with this Agreement or any agreement contemplated to be executed in connection with this agreement, and hereby knowingly, voluntarily and intentionally waives the termination of this Agreementright to seek any such damages.

Procedure and Effect of Termination. In the event of termination and abandonment of this Agreement pursuant prior to Section 8.1 hereofthe Closing Date, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, Parties to this Agreement and this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned terminate, without any further action by any of the parties Parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated prior to the Closing Date as provided herein: (ai) each party hereto the Founders shall redeliverreturn and refund the Aggregate Consideration to Newco and Heartland, and Newco shall cause its agents return to the Founders the stock certificates received pursuant to Section or following the Merger, shall assign the stock of the Surviving Corporation to Founders. (includingii) upon request therefor, without limitation, attorneys and accountants) to redeliver, each Party will redeliver all documents, work papers and other material of each party hereto any other Party relating to the Mergertransactions contemplated hereby, whether obtained before or after the date execution hereof, to the Party furnishing the same and the Parties will continue to be bound by the provisions of Section and any nondisclosure or confidentiality agreement previously entered into by them in accordance with their terms; and (biii) each party agrees that all Confidential Information received by Parent no Party hereto shall have any liability or further obligation to any other Party to this Agreement resulting from such termination except (i) the provision of this Section shall remain in full force and Merger Sub, on the one hand, effect and (ii) no Party waives any claim or the Company and the Principal Shareholder, on the other hand, with respect right against a breaching Party to the other partyextent that such termination results from the material breach by a Party hereto of Sections (Brokers), this Agreement or the Merger shall be kept confidential notwithstanding the termination (Confidentiality), (Public Announcements) and/or (No Other Bids) of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Transactions shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder CSOR Liquidation of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerTransactions, whether obtained before or after the date execution hereof; and (b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, or CSOR Liquidation with respect to the other party, this Agreement or the Merger transactions contemplated hereunder (including those set forth in Section 6.1) shall be kept confidential notwithstanding the termination of this Agreement.

Procedure and Effect of Termination. In the event of the termination and abandonment of this Agreement by Seller or Purchaser pursuant to Section 8.1 7.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party if the transactions contemplated by this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is are terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, will return all documents, work papers and other material of each any other party hereto relating to the Mergertransactions contemplated hereby, whether so obtained before or after the date execution hereof; and, to the party furnishing the same; (b) each party agrees that all Confidential Information confidential information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, either party with respect to the business of any other party, this Agreement party or the Merger its subsidiaries or Affiliates shall be kept confidential notwithstanding treated in accordance with the provisions of the Confidentiality Agreement, which shall survive the termination of this Agreement; and (c) neither party will have any liability under this Agreement to the other except (i) as stated in subparagraphs (a) and (b) of this Section 7.2 or Section 7.3; (ii) for any willful breach of any provision of this Agreement, (iii) if the termination is for any reason other than as set forth in Section 7.1(d), the Escrow Agent shall immediately deliver the Deposit to Seller and Seller shall retain the Deposit without in any way limiting any of Seller's other rights or remedies under this Agreement, and (iv) as provided in the Confidentiality Agreement. Notwithstanding the foregoing, in the event the termination and abandonment of this Agreement results from Section 7.1(b)(iii), the Escrow Agent shall return to Purchaser the Initial Deposit and neither party shall have any liability under this Agreement to the other except as stated in subparagraphs (a) and (b) of this Section 7.2.

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 8.1 hereof9.1 (other than a termination pursuant to Section 9.1(a)), written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) said termination shall be the sole remedy of the parties hereto with respect to breaches of any covenant, 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 party hereto shall redelivercase as stated in this Section 9.2 and in Sections 7.2, 7.3, 7.5, 7.7, and 7.12 and upon a willful breach by a party in which case the non-breaching party shall cause its agents have all rights and remedies existing at law or in equity; (includingb) all filings, without limitation, attorneys and accountants) to redeliver, all documents, work papers applications and other material of each party hereto relating submissions made pursuant to this Agreement, to the Mergerextent practicable, whether obtained before shall be withdrawn from the agency or after the date hereofother Person to which they were made; and (bc) each party agrees that all Confidential Information received by Parent and Merger Sub, on from the one hand, Seller or the Company and the Principal Shareholder, on the other hand, with respect any of its Affiliates shall be returned to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this AgreementSeller.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 7.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, Sub or the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date hereof; and (b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal ShareholderCompany, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Transactions shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder BP Acquisition of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerTransactions, whether obtained before or after the date execution hereof; and (b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, or BP Acquisition with respect to the other party, this Agreement or the Merger Transactions shall be kept confidential notwithstanding the termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Transaction shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger SubPurchaser, the Company or the Principal Shareholder Shareholders of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerTransaction, whether obtained before or after the date hereof; and (b) each party agrees that all Confidential Information received by Parent and Merger SubPurchaser, on the one hand, or the Company and the Principal ShareholderShareholders, on the other hand, with respect to the other party, this Agreement or the Merger Transaction shall be kept confidential notwithstanding the termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger shall be abandoned without any further action by the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by ParentBPK, Merger Sub, the Company Graphite or the Principal Shareholder Shareholders of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Merger, whether obtained before or after the date hereof; and (b) each party agrees that all Confidential Information received by Parent BPK and Merger Sub, on the one hand, or the Company Graphite and the Principal ShareholderShareholders, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreement.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 7.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Share Exchange shall be abandoned without any further action by the parties hereto; : provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by ParentHybrid, Merger Sub, the Company DAM or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: : (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerShare Exchange, whether obtained before or after the date hereof; and and (b) each party agrees that all Confidential Information received by Parent and Merger SubHybrid, on the one hand, or the Company DAM and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger Share Exchange shall be kept confidential notwithstanding the 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 pursuant to Section 8.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party none of the parties hereto nor any of their respective trustees, directors, officers or Affiliates, as the case may be, shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating have any liability or further obligation to the Mergerother party or any of their respective trustees, whether obtained before directors, officers or after Affiliates, as the date hereofcase 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 7.11; and (b) each party agrees that all Confidential Information received by Parent filings, applications and Merger Subother submissions made pursuant to this Agreement, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the extent practicable, shall be withdrawn from the agency or other party, person to which they were made. Notwithstanding any other term or provision of this Agreement or the Merger other documents delivered pursuant to this Agreement, each of the parties hereby agrees that no officers, directors, employees, agents or attorneys of such party shall be kept confidential notwithstanding liable hereunder for any profit, loss of capital, consequential, special, indirect, punitive or incidental damages that may be incurred by any other party as a result of any action or inaction by any other party hereunder or in connection with this Agreement or any agreement contemplated to be executed in connection with this agreement, and hereby knowingly, voluntarily and intentionally waives the termination of this Agreementright to seek any such damages.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Merger Stock Purchase shall be abandoned without any further action by the parties hereto; providedprovided that, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder Purchaser of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the MergerStock Purchase, whether obtained before or after the date execution hereof; and (b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, or Purchaser with respect to the other party, this Agreement or the Merger Stock Purchase shall be kept confidential notwithstanding the termination of this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 8.1 7.1(b) hereof, written notice thereof shall forthwith be given by the party so terminating party to the other party, and, except as set forth below, party hereto and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by Sellers, on the parties hereto; providedone hand, howeveror Buyer, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by on the other party as a result of such failure or breachhand. If this Agreement is terminated as provided hereinpursuant to Section 7.1 hereof: (a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, redeliver all documents, work papers and other material materials of each party hereto the other parties relating to the Mergertransactions contemplated hereby, whether so obtained before or after the date execution hereof; and (b) each , to the party agrees that furnishing the same, and all Confidential Information confidential information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, any party hereto with respect to the other party, this Agreement or the Merger party shall be kept confidential notwithstanding treated in accordance with the Confidentiality Agreement; (b) all filings, applications and other submissions made pursuant hereto shall, at the option of Sellers, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) there shall be no liability or obligation hereunder on the part of Sellers or Buyer or any of their respective directors, officers, employees, affiliates, controlling persons, agents or representatives, except that Sellers 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 Sellers 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 Sections 7.2(a), 7.2(b) and 9.1 hereof 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 any or all of the parties pursuant to Section 8.1 hereof2.3, written notice thereof shall forthwith be given by the terminating party to the other party, party and, except as set forth belowin such event, this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties hereto, and neither party shall have any rights against the other party or any of such other party's directors, officers, employees, agents, consultants, representatives, advisers, shareholders or Affiliates; provided, however, that (a) the foregoing shall not be construed to deprive any party hereto of any remedy hereunder or at law or equity if such termination shall result from the failure this Agreement is terminated in violation of a party to perform a covenant, obligation or agreement in this Agreement or from to deprive the breach by Parent, Merger Sub, the Company or the Principal Shareholder non-breaching party of any representation remedy if it is terminated pursuant to Section 2.3 (c) or warranty contained herein, such party (d) hereof; and (b) the provisions of Section 9.2 shall be fully liable for any and all damages incurred or suffered by the other party as a result survive termination of such failure or breachthis Agreement. If this Agreement is terminated as provided herein: (a) each party hereto pursuant to the terms hereof, the parties acknowledge and agree that the Real Estate Purchase Agreement also shall redeliver, terminate and the transactions contemplated thereby shall cause its agents (includingbe abandoned, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material further action by any of each party hereto relating to the Merger, whether obtained before or after the date hereof; and (b) each party agrees that all Confidential Information received by Parent and Merger Sub, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other party, this Agreement or the Merger shall be kept confidential notwithstanding the termination of this Agreementparties thereto.

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 8.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party Party to the other party, and, except as set forth below, Party and this Agreement shall terminate and be void and have no effect and the Merger transactions contemplated hereby shall be abandoned abandoned, without any further action by any of the parties Parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. . (b) If this Agreement is terminated as provided herein: , said termination shall not be the sole remedy of the Parties hereto with respect to any termination not due to a Party's breach of any covenant, representation or warranty contained in this Agreement and the non-breaching Party shall have available all other remedies available to it at law or in equity; provided, however, it is hereby agreed that if termination is due to a breach or default by the other Party, then, in addition to all other remedies available to it at law or in equity, the non-breaching Party shall be reimbursed for its out-of-pocket expenses incurred in connection with this Agreement and actions related thereto (a) each party hereto including any due diligence review by the Buyers of the Purchased Assets). In such an instance, the breaching Party shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material reimburse the non-breaching Party's expenses promptly upon receipt of each party hereto relating to the Merger, whether obtained before or after the date hereofan accounting of such expenses; and (bc) each party agrees that all Confidential Information received by Parent and Merger Sub, on from the one hand, Company or the Company and the Principal Shareholder, on the other hand, with respect BVI Sub shall be returned to the other partyCompany, this Agreement or and all Confidential Information from either of the Merger Buyers shall be kept confidential notwithstanding returned to the termination of this AgreementBuyers.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the Transactions by either or both of the parties pursuant to Section SECTION 8.1 hereof(other than a termination pursuant to SECTION 8.1(A)), written notice thereof thereof, in accordance with SECTION 13.2, shall forthwith be given by the terminating party to the other party, and, except as set forth below, party and this Agreement shall terminate and be void and have no effect and the Merger Transactions shall be abandoned abandoned, without any further action by any of the parties hereto; provided, however, that if such termination shall result from the failure of a party to perform a covenant, obligation or agreement in this Agreement or from the breach by Parent, Merger Sub, the Company or the Principal Shareholder of any representation or warranty contained herein, such party shall be fully liable for any and all damages incurred or suffered by the other party as a result of such failure or breach. If this Agreement is terminated as provided herein: (a) each party said termination shall be the sole remedy of the parties hereto with respect to breaches of any covenant, 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 redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating have any liability or further obligation to the Mergerother party or any of their respective trustees, whether obtained before directors, officers or after Affiliates, as the date hereofcase may be, pursuant to this Agreement, except in each case as stated in this SECTION 8.2 and in SECTION 7.10 and ARTICLE 12 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; and (b) each party agrees that all Confidential Information received by Parent filings, applications and Merger Subother submissions made pursuant to this Agreement, on the one hand, or the Company and the Principal Shareholder, on the other hand, with respect to the other partyextent practicable, this Agreement or the Merger shall be kept confidential notwithstanding withdrawn from the termination of this Agreementagency or other person, entity or agency to which they were made.