Common use of Procedure and Effect of Termination Clause in Contracts

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby, written notice thereof shall be given by a terminating party to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by the Members or FAAC. If this Agreement is terminated pursuant to Section 10.1: (a) FAAC shall upon written request from the Members return all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section; (b) At the option of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyhereby pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by a the party so terminating party to the other parties party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by Seller, on the Members one hand, or FAACBuyer, on the other hand. If this Agreement is terminated pursuant to Section 10.18.1 hereof: (a) FAAC Each party shall upon written request from the Members return redeliver all documents, work papers and other materials (and all copies thereof) obtained from of the Members or the Companies other parties 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 FAAC any party hereto with respect to the Companies other party shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Sectionand Section 6.2(b) hereof; (b) At the option of the Members, all All filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the agency or other Person person to which made;; and (c) The There shall be no liability or obligation hereunder on the part of Seller or Buyer or any of their respective Affiliates, 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, and except that the obligations provided for in this Section 10.2Sections 6.2(c), Sections 5.2 8.2(a), 8.2(b) and 5.7, and in the Confidentiality Agreement 10.1 hereof shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreementtermination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyhereby pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given by a Seller, on the one hand, or Buyer, on the other hand, so terminating party to the other parties party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by Seller, on the Members one hand, or FAACBuyer, on the other hand. If this Agreement is terminated pursuant to to Section 10.17.1 hereof: (a) FAAC each party shall upon written request from the Members return redeliver all documents, work papers and other materials (and all copies thereof) obtained from of the Members or the Companies other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the samesame or, upon prior written notice to such party, shall destroy all such documents, work papers and other materials and deliver notice to the parties seeking destruction of such documents that such destruction has been completed, and all confidential information received by FAAC any party hereto with respect to the Companies other party shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section5.2(b) hereof; (b) At the option of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the agency or other Person to which made;; and (c) The there shall be no liability or obligation hereunder on the part of Seller or Buyer or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives, except that Seller or Buyer, as the case may be, shall have liability to the other party if the basis of termination is a material breach 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 this Section 10.2, Sections 5.2 7.2 and 5.7, and in the Confidentiality Agreement Section 9.1 hereof shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreementtermination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby, written notice thereof shall be given by a terminating party to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by the Members Shareholders or FAACFSAC. If this Agreement is terminated pursuant to Section 10.1: (a) FAAC FSAC shall upon written request from the Members Shareholders return all documents, work papers and other materials (and all copies thereof) obtained from the Members Shareholders or the Companies ATS 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 FAAC FSAC with respect to the Companies ATS shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section; (b) At the option of the MembersShareholders, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreement.

Procedure and Effect of Termination. (a) In the event of the termination and abandonment of this Agreement and the abandonment of the transactions contemplated herebyby Seller or Purchaser pursuant to SECTION 10.1(b), SECTION 10.1(c) or SECTION 10.1(d) hereof, written notice thereof shall forthwith be given by a terminating party to the other parties and this Agreement shall terminate and Party specifying the provision hereof pursuant to which such termination is made. If the transactions contemplated hereby shall be abandoned without further action by the Members or FAAC. If this Agreement is are terminated pursuant to Section 10.1as provided herein: (ai) FAAC shall upon written request from the Members return each Party will redeliver all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies material of any other Party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party Party furnishing the same, and ; and (ii) all confidential information received by FAAC any Party hereto with respect to the Companies business of any other Party or its subsidiaries or affiliates shall be treated in accordance with Section 5.2 and the provisions of the Confidentiality Agreement referred to in such Section;Agreement, which shall survive the termination of this Agreement. (b) At If this Agreement is terminated and the option of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for transactions contemplated hereby are abandoned as described in this Section SECTION 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability become void and of no further force or effect, except for willful breach the provisions of ARTICLE XI and this AgreementSECTION 10.

Procedure and Effect of Termination. In the event of the termination of (a) A party desiring to terminate this Agreement and the abandonment of the transactions contemplated hereby, pursuant to Section 8.1 must give written notice thereof shall be given by a terminating party of such termination to the other parties and this Agreement shall terminate and party in accordance with Section 10.8, specifying the transactions contemplated hereby shall be abandoned without further action by the Members or FAACprovision hereof pursuant to which such termination is effective. If this Agreement is terminated pursuant to Section 10.1as provided herein: (ai) FAAC shall upon written request from the Members return Buyer will redeliver to the Company all documents, work papers and other materials (material of the Company, the other Sellers, the Sold Companies and all copies thereof) obtained from the Members or the Companies Sold Assets 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section; (bii) At the option provisions of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreementcontinue in full force and effect; and (diii) Notwithstanding anything in no party to this Agreement shall have any liability under this Agreement to the contrary, the termination of this Agreement any other party except (A) that nothing herein shall not relieve any party from any liability for any willful breach of any of the representations or warranties or breach of any covenants or agreements set forth in this Agreement (and the damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably incurred by such party in connection with the transactions contemplated by this Agreement), (B) as contemplated by ARTICLE X and (C) as contemplated by Section 5.18 and by clause (ii) above.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyhereby by any or all of the parties pursuant to Section 7.01, written notice thereof shall forthwith be given by a terminating party to the other parties to this Agreement and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the Members or FAACparties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC shall upon written request from the Members return parties hereto will promptly redeliver to the Company, Principals or Buyer, as the case may be, all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies of any 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section;; and (b) At no party hereto shall have any liability or further obligation to any other party to this Agreement pursuant to this Agreement except (i) with respect to Section 4.04, and (ii) solely with respect to terminations pursuant to Section 7.01(b), any party whose material breach of any covenant or agreement hereunder shall have resulted in the option failure of the Memberstransactions contemplated by this Agreement to close, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shallshall be liable for breach of contract or otherwise, to the extent practicableprovided by law (it being understood, however, that any matter set forth on a Disclosure Supplement hereunder shall not be withdrawn from the agency construed as a breach or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination default of this Agreement); and provided, however, that this subsection (db) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement (ii) shall not relieve any party from liability for willful breach of this Agreementbe construed to limit the remedies otherwise available with respect to such defaulting party.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyhereby by any or all of the parties pursuant to Section 7.01, written notice thereof shall forthwith be given by a terminating party to the other parties to this Agreement and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the Members or FAACparties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC shall upon written request from the Members return parties hereto will promptly redeliver to the Sellers or Buyer, as the case may be, all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies of any 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section;; and (b) At no party hereto shall have any liability or further obligation to any other party to this Agreement pursuant to this Agreement except (i) with respect to Section 4.01, and (ii) solely with respect to terminations pursuant to Section 7.01(b), any party whose material breach of any covenant or agreement hereunder shall have resulted in the option failure of the Memberstransactions contemplated by this Agreement to close, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shallshall be liable for breach of contract or otherwise, to the extent practicableprovided by law (it being understood, however, that any matter set forth on a Disclosure Supplement hereunder shall not be withdrawn from the agency construed as a breach or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination default of this Agreement); and provided, however, that this subsection (db) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement (ii) shall not relieve any party from liability for willful breach of this Agreementbe construed to limit the remedies otherwise available with respect to such defaulting party.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyContemplated Transactions, written notice thereof shall be given by a terminating party to the other parties and this Agreement shall terminate and the transactions contemplated hereby Contemplated Transactions shall be abandoned without further action by the Members Principal Stockholders, NSS, ATS or FAACthe Merger Sub. If this Agreement is terminated pursuant to Section 10.111.1: (a) FAAC shall ATS and the Merger Sub shall, upon written request from the Members Stockholders’ Representative, return all documents, work papers and other materials (and all copies thereof) obtained from the Members Principal Stockholders or the Companies NSS relating to the transactions contemplated herebyContemplated Transactions, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by FAAC ATS or the Merger Sub with respect to the Companies NSS shall be treated in accordance with Section 5.2 6.2 and the Confidentiality Agreement referred to in such Section; (b) At the option of the MembersPrincipal Stockholders, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 Section 6.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.211.2, Sections 5.2 6.2(b) and 5.76.6, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrarycontrary but subject to the limitations of liability set forth in this Agreement, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreement; provided, however, if ATS terminates this Agreement pursuant to Section 11.1(a), ATS shall have no liability for any breach of this Agreement prior to such termination, except for any breach of ATS’ obligations in Section 6.2(b) of this Agreement and in the Confidentiality Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyhereby pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given by a the Sellers, on the one hand, or Buyer, on the other hand, so terminating party to the other parties party, and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by the Members or FAACabandoned. If this Agreement is terminated pursuant to Section 10.18.1 hereof: (a) FAAC each party shall upon written request from the Members return redeliver all documents, work papers and other materials (and all copies thereof) obtained from of the Members or the Companies other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the samesame or, upon prior written notice to such party, shall destroy all such documents, work papers and other materials and deliver notice to the party seeking destruction of such documents that such destruction has been completed, and all confidential information received by FAAC any party hereto with respect to the Companies other party shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such SectionAgreement; (b) At the option of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 hereto shall, at the option of the Sellers, and to the extent practicable, be withdrawn from the agency or other Person to which made;; and (c) The there shall be no liability or obligation hereunder on the part of any of the Sellers, the Companies, the Subsidiaries, Buyer or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives, except that nothing herein shall relieve any party from any breach of any covenant or agreement in this Agreement, and except that the obligations provided for in this Section 10.28.2 and Sections 5.5, Sections 5.2 5.6, and 5.7, 5.9 hereof and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreementtermination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyContemplated Transactions, written notice thereof shall be given by a terminating party to the other parties and this Agreement shall terminate and the transactions contemplated hereby Contemplated Transactions shall be abandoned without further action by the Members Shareholders or FAACATS. If this Agreement is terminated pursuant to Section 10.1: (a) FAAC shall ATS shall, upon written request from the Members Shareholders, return all documents, work papers and other materials (and all copies thereof) obtained from the Members Shareholders or the Companies PMG relating to the transactions contemplated herebyContemplated Transactions, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by FAAC ATS with respect to the Companies PMG shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section; (b) At the option of the MembersShareholders, all filings, applications and other submissions made pursuant to Sections 5.3 and Section 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 5.2(b) and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, but subject to the limitations of liability set forth in this Agreement, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreement; provided, however, that if any Shareholder would otherwise have any liability as a result of this Section 10.2(d), the parties hereto agree that such liability will be deemed to be a liability of PMG and not of such Shareholder.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebypurchase and sale of the Purchased Assets pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by a terminating party to the other parties party to this Agreement and this Agreement shall terminate and the transactions contemplated hereby purchase and sale of the Purchased Assets shall be abandoned abandoned, without any further action by any of the Members or FAACparties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC shall upon written Upon request from the Members return therefor, each party will redeliver all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies material of any 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section;; and (b) At No party hereto shall have any liability or further obligation to any other party to this Agreement resulting from such termination, except (i) that the option provisions of the Membersthis Section 10.2 shall remain in full force and effect, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, (ii) to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive that any such termination results from a breach by such party of any of its representations, warranties, covenants or agreements set forth in this Agreement, or any failure to satisfy the conditions to the other party's obligations under Section 9.2 (in the case of Seller) or 9.3 (in the case of Buyer), the other party may recover its out-of-pocket costs in connection with the preparation and negotiation of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreementand all other related transactional expenses incurred by such other party.

Procedure and Effect of Termination. In the event of the a termination of this Agreement and the abandonment of the transactions contemplated herebypursuant to Section 10.1 hereof by one party, written notice thereof shall forthwith be given by a terminating party to the other parties and party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the transactions contemplated hereby shall be abandoned without further action by the Members or FAACabandoned. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC the Buyer shall upon written request from the Members return redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other materials (and all copies thereof) obtained from material of the Members or the Companies Seller relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to hereof or certify the party furnishing the same, and all confidential information received by FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Sectiondestruction thereof; (b) At all information received by the option Buyer with respect to the business, operations, assets or financial condition of the Members, all filings, applications Seller and other submissions made pursuant to Sections 5.3 and 5.4 shall, each of the Companies shall remain subject to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (dc) Notwithstanding anything in this Agreement except as otherwise expressly set forth herein, no party to the contrary, the termination of this Agreement shall not relieve have any liability hereunder to any other party, except (i) for any breach by such party from liability for willful breach of the terms and provisions of this Agreement, (ii) as stated in paragraphs (a) and (b) of this Section 10.2 and (iii) as provided in the Confidentiality Agreement.

Procedure and Effect of Termination. (a) In the event of the termination and abandonment of this Agreement and the abandonment of the transactions contemplated herebyby Seller or Purchaser pursuant to Section 10.1(b), Section 10.1(c) or Section 10.1(d) hereof, written notice thereof shall forthwith be given by a terminating party to the other parties and this Agreement shall terminate and Party specifying the provision hereof pursuant to which such termination is made. If the transactions contemplated hereby shall be abandoned without further action by the Members or FAAC. If this Agreement is are terminated pursuant to Section 10.1as provided herein: (ai) FAAC shall upon written request from the Members return each Party will redeliver all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies material of any other Party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party Party furnishing the same, and ; and (ii) all confidential information received by FAAC any Party hereto with respect to the Companies business of any other Party or its subsidiaries or affiliates shall be treated in accordance with Section 5.2 and the provisions of the Confidentiality Agreement referred to in such Section;Agreement, which shall survive the termination of this Agreement. (b) At If this Agreement is terminated and the option of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for transactions contemplated hereby are abandoned as described in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality this Agreement shall survive any such termination become void and of no further force or effect, except for the provisions of Article XI and this Agreement; and (d) Notwithstanding anything Section 10.2. Nothing in this Agreement Section 10.2 shall be deemed to release any Party from any liability for any breach by such Party of the contrary, the termination terms and provisions of this Agreement shall not relieve any party from liability for willful breach of this Agreementprior to termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyby this Agreement pursuant to Section 9.1 hereof, written notice thereof shall forthwith be given by a terminating party to the other 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 abandoned, without further action by any of the Members or FAACparties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC shall upon written request from the Members return each party will redeliver all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies of any other party relating to the transactions contemplated herebyby this Agreement, whether so obtained before or after the execution hereof, to the party furnishing the same, and ; (b) all confidential information received by FAAC Purchaser with respect to the Companies Business shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to Agreement, which shall remain in such Section; (b) At full force and effect notwithstanding the option of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (dc) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve forthwith become void and have no effect, without any liability on the part of any party from liability for willful breach hereto or its Affiliates, directors, officers or stockholders, other than the provisions of this AgreementSections 8.12(d), 8.16, 9.2, 11.2, 11.3, 11.7 and 11.11 and Article X hereof.

Procedure and Effect of Termination. In the event of the ----------------------------------- termination of this Agreement and the abandonment pursuant to Section 12.1 of the transactions contemplated hereby, written notice thereof shall forthwith be given by a terminating party to the other parties party to this Agreement and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by either of the Members or FAACparties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC upon request therefor, each party shall upon written request from the Members return redeliver all documents, work papers and other materials (of the other party, and all copies thereof) obtained from the Members or the Companies of any such materials, 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section;; and (b) At neither party hereto shall have any liability or further obligation to the option other party to this Agreement resulting from such termination except (i) that the provisions of Section 9.9 (Confidentiality), this Section 12.2, the Members, all filings, applications proviso of Section 12.1(b)(ii) and other submissions made pursuant to Sections 5.3 Section 14.9 (Expenses) shall remain in full force and 5.4 shall, effect and (ii) no party waives any claim or right against a breaching party to the extent practicable, be withdrawn that such termination results from the agency breach by a party hereto of any of its representations, warranties, covenants or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreementagreements set forth herein.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby, written notice thereof shall be given by a terminating party to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by the Members or FAAC. If this Agreement is terminated pursuant to Section 10.1: 7.1 (ai) FAAC shall upon written request from this Agreement, except for the Members return all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies 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 FAAC with respect to the Companies shall be treated in accordance with provisions of Section 5.2 and the Confidentiality Agreement referred to in such Section; (b), all of Article IX and this Section 7.2 , shall become void and have no effect, without any Liability on the part of any party hereto or its directors, officers, stockholders or partners; provided, however, that nothing in this Section 7.2 shall relieve any party for liability for any breach of this Agreement as set forth in the next succeeding sentence of this Section 7.2 and (ii) At the option of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shallthis Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which made; they were made or appropriately amended to reflect the termination of the transactions contemplated hereby. Notwithstanding the foregoing, (ca) The obligations provided for nothing in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement 7.2 shall survive relieve any such termination party hereto of liability for Damages resulting from any breach of any of its obligations under this Agreement; and provided, however, that for purposes of this clause (da), Damages shall be deemed not to include Third Party Claims, and (b) Notwithstanding anything in this Agreement to the contrary, the if it shall be judicially determined that termination of this Agreement shall not relieve any party from liability for willful was caused by an intentional breach of this Agreement, then, in addition to other remedies at law or equity for breach of this Agreement, but subject to the limitation in clause (a) above, the party so found to have intentionally breached this Agreement shall indemnify and hold harmless the other party hereto for its respective out-of-pocket costs, including the fees and expenses of their counsel, accountants, financial advisors and other experts and advisors, as well as fees and expenses incident to the negotiation, preparation and execution of this Agreement and related documentation.

Procedure and Effect of Termination. In the event of the a termination of this Agreement and the abandonment of the transactions contemplated herebypursuant to Section 10.1 hereof by one party, written notice thereof shall forthwith be given by a terminating party to the other parties and party and, except as set forth below, this Agreement shall terminate and be void and have no effect and the transactions contemplated hereby shall be abandoned without further action by the Members or FAACabandoned. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC the Buyer shall upon written request from the Members return redeliver, and shall cause its agents (including without limitation attorneys and accountants) to redeliver, all documents, work papers and other materials (and all copies thereof) obtained from material of the Members or the Companies Seller relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to hereof or certify the party furnishing the same, and all confidential information received by FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Sectiondestruction thereof; (b) At all information received by the option Buyer with respect to the business, operations, assets or financial condition of the MembersSeller, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, each Project Company or each Project shall remain subject to the extent practicable, be withdrawn from the agency or other Person to which madeConfidentiality Agreement; (c) The obligations provided except as otherwise expressly set forth herein, no party to this Agreement shall have any liability hereunder to any other party, except (i) for any breach by such party of the terms and provisions of this Agreement, (ii) as stated in paragraphs (a) and (b) of this Section 10.2, Sections 5.2 10.2 and 5.7, and (iii) as provided in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrarycase of a termination under Section 10.1(e), the Seller shall have paid the Buyer a termination fee of this Agreement shall not relieve any party from liability for willful breach $3 million inclusive of this Agreementthe Buyer's out of pocket expenses incurred in connection with the transactions contemplated herein.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyhereby pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given by a the parties so terminating party to the other parties party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by Seller, on the Members one hand, or FAACBuyer, on the other hand. If this Agreement is terminated pursuant to Section 10.17.1 hereof: (a) FAAC Each party shall upon written request from the Members return redeliver all documents, work papers and other materials (and all copies thereof) obtained from of the Members or the Companies other parties 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 FAAC any party hereto with respect to the Companies other party shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Sectionand Section 5.2(b) hereof; (b) At the option of the Members, all All filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the agency or other Person person to which made;; and (c) The There shall be no liability or obligation hereunder on the part of Seller or Buyer or any of their respective directors, officers, employees, 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, and except that the obligations provided for in this Section 10.2Sections 7.2(a), Sections 5.2 7.2(b) and 5.7, and in the Confidentiality Agreement 10.1 hereof shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreementtermination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby, written notice thereof shall be given by a terminating party to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by the Members Shareholder or FAACICF. If this Agreement is terminated pursuant to Section 10.1: (a) FAAC ICF shall upon written request from the Members Shareholder return all documents, work papers and other materials (and all copies thereof) obtained from the Members Shareholder or the Companies Caliber 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 FAAC ICF with respect to the Companies Caliber shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section; (b) At the option of the MembersShareholder, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreement.

Procedure and Effect of Termination. In the event of the ----------------------------------- termination of this Agreement and the abandonment of the transactions contemplated herebypursuant to Section 8.1 hereof, by one party, written notice thereof shall forthwith be given by a terminating party to the other parties and party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the transactions contemplated hereby shall be abandoned without further action by the Members or FAACabandoned. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC shall upon written request from the Members return Buyer and Parent will redeliver, and will cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other materials (and all copies thereof) obtained from the Members material of Seller or the Companies 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section; (b) At all information received by Buyer and Parent with respect to the option business, operations, assets or financial condition of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, Companies or the Company Subsidiaries shall remain subject to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (dc) Notwithstanding anything in this Agreement except as otherwise expressly set forth herein, no party to the contrary, the termination of this Agreement shall not relieve have any liability hereunder to any other party, except (i) for any breach by such party from liability for willful breach of the terms and provisions of this Agreement, (ii) as stated in paragraphs (a) and (b) of this Section 8.2 and (iii) as provided in the Confidentiality Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyas provided in Section 7.1, written notice thereof shall be given by a terminating party to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the Members or FAACparties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC shall upon written request from the Members return therefor, each party will redeliver all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies material of any 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section; (b) At the option none of the Membersinformation received by or on behalf of the Buyer with respect to the Business, the Sellers and MTI shall at any time be used for the advantage of the Buyer to the detriment of the Business, the Sellers or MTI 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 to this Agreement 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 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, Article VIII and Article IX shall remain in effect; and (d) all filings, applications applications, and other submissions made pursuant to Sections 5.3 Section 5.6 and 5.4 Section 5.11 shall, to the extent practicable, be withdrawn from the agency or other Person person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreement.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyhereby by the Company or Parent pursuant to this Article 7, written notice thereof shall will be given by a terminating party to the all other 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 abandoned, without further action by any of the Members or FAACparties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC shall Each of the parties will, upon written request from the Members return request, redeliver all documents, work papers workpapers and other materials (and all copies thereof) obtained from material of the Members or the Companies other parties 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section; (b) At No party will have any liability for a breach of any representation, warranty, agreement, covenant or the option provision of the Membersthis Agreement, all 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 (c) All filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shallthe terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other Person person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and. (d) Notwithstanding anything The Deposit will be released by the Escrow Agent in this Agreement to accordance with the contrary, provisions of the termination of this Agreement shall not relieve any party from liability for willful breach of this Escrow Agreement.

Procedure and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyhereby pursuant to Section 8.1, written notice thereof shall be given by a terminating party to the other parties and this Agreement shall terminate (subject to the provisions of this Section 8.2) and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the Members or FAACparties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein: (ai) FAAC upon request therefor, each party shall upon written request from the Members return (and shall cause their agents to) redeliver all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies material of any other party relating to the transactions contemplated herebyhereby (including all copies in all formats), whether so obtained before or after the execution hereof, to the party furnishing the same; and (ii) no party hereto shall have any liability or further obligation to any other party to this Agreement resulting from such termination, except (i) the provisions of this Section 8.2 and Sections 6.12 and 7.1 shall remain in full force and effect, and all confidential information received by FAAC with respect (ii) no party waives any claim or right against a breaching party to the Companies shall be treated extent that such termination results from the breach by a party hereto of any of its representations, warranties, covenants or agreements set forth in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section;this Agreement. (b) At Notwithstanding the option foregoing, if either party terminates this Agreement or if Closing otherwise fails to occur due to default or breach of either party, then in any such circumstance neither Purchaser nor Seller shall have any obligation or liability for breach of a representation or warranty as long as the representation and/or warranty was either accurate as of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination date of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination execution of this Agreement shall not relieve any party from liability for willful breach or accurate as of this Agreementthe date of termination or failure to close.

Procedure and Effect of Termination. In the event of termination by the termination of this Agreement and the abandonment of the transactions contemplated herebySeller Representative or Purchaser pursuant to Section 8.1, written notice thereof shall be given by a terminating party to the other parties and this Agreement shall terminate party and the transactions contemplated hereby by this Agreement shall be abandoned terminated, without further action by the Members or FAACany party. If the transactions contemplated by this Agreement is are terminated pursuant to Section 10.1: as provided herein, (ai) FAAC Purchaser shall upon written request return all documents and other material received from the Members return all documents, work papers and other materials (and all copies thereof) obtained from the Members Sellers or the Target Companies or any of their respective representatives relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and (ii) all confidential information received by FAAC Purchaser with respect to the business of the Target Companies and the Subsidiary shall be treated in accordance with Section 5.2 the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement. In the event of the termination of this Agreement and the Confidentiality Agreement referred to in such Section; (b) At the option abandonment of the Members, all filings, applications and other submissions made transactions contemplated hereby pursuant to Sections 5.3 Section 8.1 hereof, this Agreement shall become void and 5.4 shall, to there shall be no liability on the extent practicable, be withdrawn from part of any party hereto except (a) the agency or other Person to which made; (c) The obligations provided for in this Section 10.28.2 (Procedure and Effect of Termination), Sections 5.2 Section 5.2(c) (Confidentiality), Section 5.6 (Public Announcements), Article IX (Miscellaneous) and 5.7, and in the Confidentiality Agreement Article X (Definitions) hereof shall survive any such termination of this Agreement; and Agreement and (db) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement nothing herein shall not relieve any party from liability for willful breach of this Agreement.

Procedure and Effect of Termination. This Agreement shall in no event terminate unless and until any and all amounts payable to Purchaser pursuant to SECTION 7.01 and SECTION 7.02 in connection with such proposed termination shall have been paid in full to Purchaser. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyhereby pursuant to SECTION 7.03, written notice thereof shall forthwith be given by a terminating party to the other parties to this Agreement and this Agreement shall terminate (subject to the provisions of this SECTION 7.04) and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the Members or FAACparties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein, then: (aA) FAAC upon request therefor, each party shall upon written request from the Members return redeliver all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies material of any 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section; (b) At the option of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (dB) Notwithstanding anything in no party hereto shall have any Liability or further obligation to any other party to this Agreement resulting from such termination except (i) that the provisions of SECTION 7.01, SECTION 7.02, and this SECTION 7.04 shall remain in full force and effect and (ii) no party waives any Claim or right against a breaching party to the contraryextent that such termination results from the breach by a party hereto of any of its representations, the termination of this Agreement shall not relieve any party from liability for willful breach of warranties, covenants or agreements set forth in this Agreement.

Procedure and Effect of Termination. The obligations of the Company and its Subsidiaries, and the rights of Purchaser under this Agreement shall in no event terminate (but shall be effective immediately as to Purchaser's obligations hereunder, unless Purchaser otherwise elects) unless and until any and all amounts payable to Purchaser or its Affiliates pursuant to Section 6.1 or Section 6.2 hereof (without duplication, such that in no event shall the aggregate amounts owed Purchaser, if any, pursuant to this Article VI exceed $6.0 million), in connection with such proposed termination shall have been indefeasibly paid in full in cash to Purchaser. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebyhereby pursuant to Section 6.3, written notice thereof shall forthwith be given by a terminating party to the other parties Party to this Agreement and this Agreement shall terminate (subject to the provisions of this Section 6.4) and the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the Members or FAACParties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC upon request therefor, each Party shall upon written request from the Members return redeliver all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies material of any 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 FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in such Section;; and (b) At no Party hereto shall have any liability or further obligation to any other Party to this Agreement resulting from such termination except (i) that the option provisions of the MembersSection 4.13, all filingsSection 6.1, applications and other submissions made pursuant to Sections 5.3 and 5.4 shallSection 6.2, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.26.4, Sections 5.2 and 5.7Section 7.3, and in the Confidentiality Agreement shall survive any such termination of this Agreement; Section 7.14, and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach 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, written notice thereof shall be given by a terminating party Party to the other parties Party, and this Agreement shall terminate and the transactions transaction contemplated hereby shall be abandoned without further action by any of the Members or FAACParties. If this Agreement is terminated pursuant to Section 10.1Article X: (a) FAAC The Purchaser shall upon written request from promptly cause to be returned to the Members return Seller or destroy all documents, work papers documents and other materials (information obtained in connection with this Agreement and all copies thereof) obtained from the Members or the Companies relating to the transactions contemplated herebyhereby and all documents and information obtained in connection with the Purchaser’s investigation of the Business from the Seller or their representatives, whether so obtained before including any copies made by or after the execution hereof, supplied to the party furnishing Purchaser or any of the same, and all confidential information received by FAAC with respect to the Companies shall be treated in accordance with Section 5.2 and the Confidentiality Agreement referred to in Purchaser’s agents or representatives of any such Section;documents or information. (b) At the option of the Members, all filings, applications and other submissions made pursuant to Sections 5.3 and 5.4 shall, No Party hereto shall have any obligation or liability to the extent practicableother Party hereto, be withdrawn from except that the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in Parties hereto shall remain bound by the Confidentiality Agreement shall survive any such termination provisions of this AgreementArticle X and Article XI and by the provisions of Section 7.05 (Confidentiality); and provided, that (di) Notwithstanding anything nothing herein shall relieve a defaulting or breaching Party from any liability or damages arising out of its breach of any covenant or agreement in this Agreement to and (ii) in the contrary, the event of any termination of this Agreement by Purchaser pursuant to Section 10.01(c)(i) or by Seller pursuant to Section 10.01(e), Seller shall not relieve any party from liability for willful breach pay Purchaser an amount equal to the Exclusivity Payment Credit Amount within five (5) Business Days of this Agreementthe date of such termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated herebypursuant to Section 6.1 hereof, written notice thereof shall forthwith be given by a terminating party to the other parties hereto and this Agreement (other than Section 5.6 hereof and as provided in paragraph (b) below) shall terminate and the transactions contemplated hereby shall be abandoned without further action by the Members or FAACparties hereto. If this Agreement is terminated pursuant to Section 10.1as provided herein: (a) FAAC shall upon written request from the Members return all documents, work papers and other materials (and all copies thereof) obtained from the Members or the Companies 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 FAAC Buyer with respect to the Companies Business, the Retained Group or FWC shall be treated held subject to and returned or destroyed in accordance with Section 5.2 and the terms of the Confidentiality Agreement, which agreement shall continue to be in full force and effect notwithstanding the termination of this Agreement referred and all copies of such information in Buyer's possession or in the possession of any of its representatives shall be returned to in such SectionGSI or destroyed by Buyer; (b) At except as otherwise expressly provided in this Agreement, any termination pursuant to Section 6.1 hereof shall not relieve any party from any liability for any material breach prior to such termination of such party's covenants or agreements set forth in the option of the Members, Agreement; and (c) all filings, applications and other submissions made pursuant to Sections Section 5.3 and 5.4 hereof or prior to the execution of this Agreement in contemplation thereof shall, to the extent practicable, be withdrawn from the agency or other Person to which made; (c) The obligations provided for in this Section 10.2, Sections 5.2 and 5.7, and in the Confidentiality Agreement shall survive any such termination of this Agreement; and (d) Notwithstanding anything in this Agreement to the contrary, the termination of this Agreement shall not relieve any party from liability for willful breach of this Agreement.