Common use of Procedure for and Effect of Termination Clause in Contracts

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be of no further effect, and the transactions contemplated hereby shall be abandoned without further action by Seller or Buyer Group. (b) Notwithstanding the foregoing, termination of this Agreement and abandonment of the transactions contemplated hereby by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and there shall be no liability on the part of Buyer Group or Seller (or their respective officers or directors), except based upon obligations set forth in Section 9.1 hereof and in the immediately preceding sentence, and except that Buyer Group shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreement.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 10.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by Seller or Buyer Group.any of the parties hereto. If this Agreement is terminated pursuant to Section 10.1 hereof: (ba) Notwithstanding each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach the other party shall be treated in accordance with the Confidentiality Agreement and Section 5.4(b) hereof; (b) all filings, applications and other submissions made pursuant hereto shall, at the option of Holdings, and to the representationsextent practicable, warranties, agreements be withdrawn from the agency or other provisions of this Agreement prior Person to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and which made; and (c) there shall be no liability or obligation hereunder on the part of Buyer Group Parent, Holdings, Acquiror or Seller (Acquiror Sub or any of their respective officers directors, officers, employees, Affiliates, controlling persons, agents or directors)representatives, except based upon obligations set forth in Section 9.1 hereof and in that such party may have liability to the immediately preceding sentenceother party if the basis of termination is a willful, material breach by such party of one or more of the provisions of this Agreement, and except that Buyer Group (i) the obligations provided for in Sections 5.4 and 11.1 hereof shall thereupon promptly return or destroy survive any such termination and (ii) all of the rights and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere obligations of each of the parties pursuant to the Confidentiality AgreementAgreement shall survive the termination of this Agreement without limitation.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to this Agreement by either party as provided under Section 8.1 hereof10.1 of this Agreement, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate become void and be of have no further effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by Seller Parents, Genco Holdings or Buyer Group.Buyer, without any liability or obligation on the part of Buyer, Genco Holdings or Parents, other than the provisions of Section 6.2(b), this Section 10.2 and Article XI. If this Agreement is terminated under Section 10.1 of this Agreement: (ba) Notwithstanding each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby by this Agreement which have not been consummated as of the parties pursuant date of termination, whether obtained before or after the execution of this Agreement, to Section 8.1(b) or (c) shall not in the party furnishing the same, and all confidential information received by any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this party shall be treated in accordance with the Confidentiality Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination 6.2(b) of this Agreement. In ; (b) all filings, applications and other submissions made pursuant hereto shall, to the event of termination of this Agreement by Parentextent practicable, Buyer be withdrawn from the agency or Seller as provided above in Section 8.1(a)other person to which made, this Agreement shall forthwith become void and to the extent the applicable transaction has not been consummated; and (c) there shall be no liability or obligation under this Agreement on the part of Parents, Genco Holdings or Buyer Group or Seller (or any of their respective officers or directors)Representatives, except based upon obligations that nothing contained in this Section 10.2 shall relieve any party from liability for its breach of representations, warranties, covenants or agreements set forth in Section 9.1 hereof and in the immediately preceding sentence, this Agreement; and except that Buyer Group the obligations provided for in this Section 10.2 shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere survive any such termination. Notwithstanding anything to the Confidentiality contrary in this Agreement, in the event of a termination of this Agreement pursuant to Article X following the consummation of the Non-STP Acquisition, the provisions of this Agreement shall remain in effect in accordance with their terms, except for the obligations relating solely to the STP Assets and Liabilities, including the obligation to consummate the STP Acquisition.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to under Section 8.1 hereof7.1 of this Agreement, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall, except as set forth in the last sentence of this Section 7.2, become null and void and of no further effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by Seller Sellers or Buyer Group. (b) Notwithstanding the foregoingBuyer. In addition, termination of if this Agreement and abandonment of the transactions contemplated hereby by the parties pursuant to is terminated under Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination 7.1 of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and there shall be no liability or obligation under this Agreement on the part of Sellers or Buyer Group or any of their respective directors, officers, employees, affiliates, controlling persons, agents or representatives, except that any party may have liability to the other party if the basis of termination is (i) a fraud, (ii) the failure of any representation or warranty of the party, other than the party exercising its rights under this Agreement to terminate this Agreement (the “Non-Terminating Party”), made in this Agreement to be true and correct in all material respects as of the date hereof (but in such case, the Non-Terminating party shall be liable only for Buyer Damages or Seller (or their respective officers or directorsDamages, as the case may be), except based upon or (iii) the breach by the Non-Terminating Party of one or more of the covenants or agreements included in this Agreement (but in such case, the Non-Terminating party shall be liable only for Buyer Damages or Seller Damages, as the case may be). Notwithstanding the foregoing, the obligations set forth provided for in Section 9.1 hereof 5.5, Section 7.2, Section 9.6 and Section 9.9 of this Agreement and in the immediately preceding sentence, and except that Buyer Group Confidentiality Agreement shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be of no further effect, and the transactions contemplated hereby shall be abandoned without further action by Seller Group or Buyer GroupBuyer. (b) Notwithstanding the foregoing, termination of this Agreement and abandonment of the transactions contemplated hereby by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller Group as provided above in Section 8.1(a8.1(b), this Agreement shall forthwith become void and and, subject to Section 8.4, there shall be no liability on the part of Buyer Group or Seller Group (or their respective officers or directors), except based upon obligations set forth in Section 9.1 hereof and in the immediately preceding sentence, and except that Buyer Group shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer by Seller Group by Sellerand all excerpts therefrom and notes related thereto, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementconfidentiality obligations set forth in Section 5.2 hereof. Notwithstanding the foregoing, termination of this Agreement and abandonment of the transactions contemplated hereby by the parties pursuant to Section 8.1(b) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto that has violated or breached any of the representations, warranties, agreements or other provisions of this Agreement prior to termination hereof.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 6.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by the Seller or Buyer Group.the Buyer. If this Agreement is terminated pursuant to Section 6.1 hereof: (ba) Notwithstanding each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representationsother party shall be treated in accordance with the Confidentiality Agreement and Section 4.2(b) hereof; (b) all filings, warrantiesapplications and other submissions made pursuant hereto shall, agreements to the extent practicable, be withdrawn from the relevant Governmental Entity or other provisions of this Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and Person; and (c) there shall be no liability or obligation hereunder on the part of the Seller or the Buyer Group or Seller (or any of their respective officers directors, officers, employees, Affiliates, controlling persons, agents or directors)representatives, except based upon obligations set forth in that with respect to a termination pursuant to Section 9.1 hereof and in 6.1, the immediately preceding sentenceSeller or the Buyer, as the case may be, may have liability to the other party if the basis of termination is a willful, material breach by the Seller or the Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Sections 4.2(b), 4.4, 6.2 and Article VIII (other than Section 8.12) hereof shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the --------------------------------------- event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 6.1 hereof, written notice thereof shall be given by a party so terminating to the other party parties and this Agreement shall forthwith terminate terminate. If this Agreement is terminated pursuant to Section 6.1 hereof: (a) Each party shall redeliver all documents, work papers and be other materials of no further effect, and the other parties relating to the transactions contemplated hereby shall be abandoned without further action hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by Seller or Buyer Group. (b) Notwithstanding the foregoing, termination of this Agreement and abandonment of the transactions contemplated hereby by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representationsother party shall be treated in accordance with the Confidentiality Agreement and Section 4.2(b) hereof; (b) All filings, warrantiesapplications and other submissions made pursuant hereto shall, agreements and to the extent practicable, be withdrawn from the agency or other provisions of this Agreement prior person to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and there which made; and (c) There shall be no liability or obligation hereunder on the part of the Parent, the Sellers or the Buyer Group or Seller (or any of their respective officers directors, officers, employees, affiliates, controlling persons, agents or directors)representatives, except based upon obligations set forth in Section 9.1 hereof and in that the immediately preceding sentenceParent, the U.S. Seller, the U.K. Seller or the Buyer, as the case may be, may have liability to the other parties if the basis of termination is a breach by the Parent, the U.S. Seller, the U.K. Seller or the Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Section 4.5, this Section 6.2 and Article VIII hereof shall thereupon survive any such termination. (d) Notwithstanding clause (c), if this Agreement or the transactions contemplated hereby are terminated by reason of (x) the failure by the Parent to obtain release of any Lien on the Shares or the Intellectual Property assets of the Companies and their Subsidiaries or (y) a determination by the Board of Directors of the Parent to change its recommendation to the shareholders of the Parent, the U.S. Seller shall promptly return or destroy (and cause its agents and representatives to return or destroyin any event within five days after such event) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere pay to the Confidentiality AgreementBuyer, in immediately available funds, the sum of (a) all reasonable out-of-pocket expenses and fees of the Buyer (including all fees, expenses and disbursements of counsel, accountants, investment bankers and other representatives of the Buyer) incurred by the Buyer or on its behalf in connection with the transactions contemplated by this Agreement and the negotiation, preparation, execution or performance of this Agreement and any related investiga- tions of the Parent, the Sellers, the Companies and their Subsidiaries and (b) an amount equal to $12,000,000.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 6.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by the Seller or Buyer Group.the Buyer. If this Agreement is terminated pursuant to Section 6.1 hereof: (ba) Notwithstanding each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representationsother party shall be treated in accordance with the Confidentiality Agreement and Section 4.2(b) hereof; (b) all filings, warrantiesapplications and other submissions made pursuant hereto shall, agreements to the extent practicable, be withdrawn from the agency or other provisions of this Agreement prior person to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and which made; and (c) there shall be no liability or obligation hereunder on the part of the Seller or the Buyer Group or Seller (or any of their respective officers directors, officers, employees, affiliates, controlling persons, agents or directors)representatives, except based upon obligations set forth in with respect to a breach of Section 9.1 3.5 hereof and in except that the immediately preceding sentenceSeller or the Buyer, as the case may be, may have liability to the other party if the basis of termination is a willful, material breach by the Seller or the Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Sections 4.2(b), 6.2 and 8.8 hereof shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by this Agreement by the parties hereto pursuant to under Section 8.1 hereof6.1 of this Agreement, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void and of no further effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by Seller the Sellers or Buyer Group.the Buyer. If this Agreement is terminated under Section 6.1 of this Agreement: (ba) Notwithstanding each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby by this Agreement, whether obtained before or after the parties pursuant execution of this Agreement, to Section 8.1(b) or (c) shall not in the party furnishing the same, and all confidential information received by any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this party shall be treated in accordance with the Confidentiality Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination 4.2(b) of this Agreement. In ; (b) all filings, applications and other submissions made pursuant hereto shall, at the event option of termination of this Agreement by Parentthe Sellers, Buyer and to the extent practicable, be withdrawn from the agency or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of the Sellers or the Buyer Group or Seller (or any of their respective officers directors, officers, employees, affiliates, controlling persons, agents or directors)representatives, except based upon obligations set forth in with respect to a breach of Section 9.1 hereof 3.5 of this Agreement and in except that the immediately preceding sentenceSellers or the Buyer, as the case may be, may have liability to the other party if the basis of termination is a willful, material breach by the Sellers or the Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Section 6.2, Section 8.6, Section 8.9 and Section 8.13 of this Agreement shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event --------------------------------------- of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 6.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by the Seller or Buyer Group.the Buyer. If this Agreement is terminated pursuant to Section 6.1 hereof: (ba) Notwithstanding each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach the other party shall be treated in accordance with the Confidentiality Agreement and Section 4.2(b) hereof; (b) all filings, applications and other submissions made pursuant hereto shall, at the option of the representationsSeller, warrantiesand to the extent practicable, agreements be withdrawn from the agency or other provisions of this Agreement prior person to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and which made; and (c) there shall be no liability or obligation hereunder on the part of the Seller or the Buyer Group or Seller (or any of their respective officers directors, officers, employees, affiliates, controlling persons, agents or directors)representatives, except based upon obligations set forth in Section 9.1 hereof and in that the immediately preceding sentenceSeller or the Buyer, as the case may be, may have liability to the other party if the basis of termination is a willful, material breach by the Seller or the Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Sections 4.2(b), 6.2 and 8.8 hereof shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by this Agreement by the parties hereto pursuant to Parties under Section 8.1 hereof8.1, written notice thereof shall be given by a party the Party so terminating to the other party Party and this Agreement shall forthwith terminate and be of no further effectterminate, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by the Seller or Buyer Group.the Buyer. If this Agreement is terminated under Section 8.1: (a) all filings, applications and other submissions made pursuant hereto shall, at the option of the Party making such filing, application or other submission, and to the extent practicable, be withdrawn from the Governmental Entity or Person to which made; and (b) Notwithstanding the foregoing, termination of this Agreement and abandonment of the transactions contemplated hereby by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and there shall be no liability or obligation under this Agreement on the part of the Seller or the Buyer Group or Seller (or any of their respective officers directors, officers, employees, Affiliates, agents or directors)representatives, except based upon obligations set forth in Section 9.1 hereof and in that the immediately preceding sentenceSeller or the Buyer, as the case may be, may have liability to the other Party if the basis of termination is a willful, material breach by the Seller or the Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Section 6.2(a) (last sentence only), Section 6.2(c), this Section 8.2, Section 9.9, Section 11.1, Section 11.2, Section 11.5, Section 11.6 and Section 11.7 of this Agreement shall thereupon promptly return survive any such termination. The Parties acknowledge and agree that any damages for such a material breach shall not be limited to reimbursement of expenses or destroy (and cause its agents and representatives out-of-pocket costs, and, subject to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by SellerSection 9.9, and Buyer and Parent shall continue to adhere not exclude, to the Confidentiality Agreementextent proven, the benefit of the bargain lost by a Party.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 6.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void (except as provided in Section 6.2(c) below) and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by the Seller or Buyer Group.the Buyer. If this Agreement is terminated pursuant to Section 6.1 hereof: (ba) Notwithstanding Each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach the other party shall be treated in accordance with Section 4.11 hereof (in the case of the representationsBuyer as if made by the Buyer); (b) All filings, warrantiesapplications and other submissions made pursuant hereto, agreements if any, shall, to the extent practicable, be withdrawn from the agency or other provisions of this Agreement prior person to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and there which made; and (c) There shall be no liability or obligation hereunder on the part of Buyer Group the Seller or Seller (the Company, on one hand, or the Buyer, on the other hand, or any of their respective officers directors, officers, employees, Affiliates, controlling persons, agents or directors)representatives, except based upon obligations set forth in Section 9.1 hereof and in that the immediately preceding sentenceSeller or the Company, on one hand, or the Buyer, as the case may be, may have liability to the other party/parties if the basis of termination is a material breach by the Seller, the Company or the Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Sections 4.11, 4.18, 6.3 and 8.8 hereof shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by this Agreement by the parties hereto pursuant to under Section 8.1 hereof6.1 of this Agreement, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void and of no further effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by Seller or Buyer Group.Buyer. If this Agreement is terminated under Section 6.1 of this Agreement: (ba) Notwithstanding each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby by this Agreement, whether obtained before or after the parties pursuant execution of this Agreement, to Section 8.1(b) or (c) shall not in the party furnishing the same, and all confidential information received by any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this party shall be treated in accordance with the Confidentiality Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination 4.2(b) of this Agreement. In ; (b) all filings, applications and other submissions made pursuant hereto shall, be withdrawn from the event of termination of this Agreement by Parent, Buyer agency or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and other person to which made; and (c) there shall be no liability or obligation under this Agreement on the part of Seller or Buyer Group or Seller (or any of their respective officers directors, officers, employees, affiliates, controlling persons, agents or directors)representatives, except based upon obligations set forth in Section 9.1 hereof and in that Seller or Buyer, as the immediately preceding sentencecase may be, may have liability to the other party if the basis of termination is a willful breach by Seller or Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Section 4.5, Section 6.2, Section 8.6 and Section 8.9 of this Agreement shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to this Agreement under Section 8.1 hereof6.1, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void and of no further effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by the Seller or the Buyer. If this Agreement is terminated under Section 6.1: (i) the Buyer Groupshall redeliver all documents and other materials of the Seller or any of its Affiliates relating to the transactions contemplated by this Agreement, whether obtained before or after the execution of this Agreement, to the Seller, and all confidential information received by the Buyer hereto with respect thereto shall be treated in accordance with the Confidentiality Agreement and Section 4.2(b); (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 agency or other person to which made; and (iii) there shall be no liability or obligation under this Agreement on the part of the Seller or the Buyer or any of their respective directors, officers, employees, Affiliates, agents or representatives, except with respect to a breach of Section 3.5 of this Agreement by the Buyer and except that the Seller or the Buyer, as the case may be, may have liability to the other party if the basis of termination is a willful, material breach by the Seller or the Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that the obligations provided for in Section 6.1(d), Section 8.4, Section 8.5, Section 8.8 and Section 8.13 of this Agreement shall survive any such termination. (b) Notwithstanding If (i) all of the foregoingconditions to Closing in Section 5.1 have been satisfied, termination (ii) all of the conditions to Closing in Section 5.2 have been satisfied or waived by the Seller and (iii) all of the conditions to Closing in Section 5.3 have been satisfied or waived by the Buyer (other than in each case those conditions that by their nature are to be satisfied at the Closing), and the Buyer shall fail to pay the Purchase Price as contemplated by Section 1.6 and take the other actions required to be taken at Closing, and if any of the obligations of the Buyer under this Agreement were not performed in accordance with their specific terms or were otherwise breached, then notwithstanding anything in this Agreement to the contrary, the parties agree that irreparable damage would occur, no adequate remedy at Law would exist and damages would be difficult to determine, and the Seller shall be entitled to specific performance of the terms of this Agreement and abandonment immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy, in addition to any other remedy at Law or in equity. (c) The parties acknowledge that the agreements contained in this Section 6.2 are an integral part of the transactions contemplated hereby by this Agreement and that, without these agreements, the parties pursuant to Section 8.1(b) or (c) shall would not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of have entered into this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and there shall be no liability on the part of Buyer Group or Seller (or their respective officers or directors), except based upon obligations set forth in Section 9.1 hereof and in the immediately preceding sentence, and except that Buyer Group shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreement.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 6.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by the Seller or Buyer Group.the Buyer. If this Agreement is terminated pursuant to Section 6.1 hereof: (ba) Notwithstanding each party shall redeliver or destroy all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach the other party shall be treated in accordance with the Confidentiality Agreement and Section 4.2(b) hereof; (b) all filings, applications and other submissions made pursuant hereto shall, at the option of the representationsparty making such filing, warrantiesapplication or submission, agreements and to the extent practicable, be withdrawn from the agency or other provisions of this Agreement prior person to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and which made; and (c) there shall be no liability or obligation hereunder on the part of the Seller or the Buyer Group or Seller (or any of their respective officers directors, officers, employees, affiliates, controlling persons, agents or directors)representatives except that the Seller or the Buyer, except based upon obligations set forth in Section 9.1 hereof and in as the immediately preceding sentencecase may be, may have liability to the other party if the basis of termination is a willful, material breach by the Seller or the Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Sections 6.2 and 8.8 hereof shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to this Agreement by either Party as provided under Section 8.1 hereof7.1 of this Agreement, written notice thereof shall be given by a party Party so terminating to the other party Party and this Agreement shall forthwith terminate become void and be of have no further effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by Seller Sellers or Buyer Group.Buyer, without any liability or obligation on the part of Sellers or Buyer, other than the provisions of Section 5.2(b), this Section 7.2, and Article VIII. If this Agreement is terminated under Section 7.1: (a) each Party shall redeliver all documents, work papers and other materials of the other parties relating to the transactions contemplated by this Agreement which have not been consummated as of the date of termination, whether obtained before or after the execution of this Agreement, to the Party furnishing the same, and all confidential information received by any Party hereto with respect to the other Party shall be treated in accordance with the Confidentiality Agreement and Section 5.2(b); (b) Notwithstanding all filings, applications and other submissions made pursuant hereto shall, to the foregoingextent practicable, termination of this Agreement and abandonment of be withdrawn from the transactions contemplated hereby by agency or other Person to which made, to the parties pursuant to Section 8.1(b) or extent the applicable transaction has not been consummated; and (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and there shall be no liability or obligation under this Agreement on the part of Sellers or Buyer or any of their respective Representatives, and no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of Buyer Group or Seller (Sellers, after the consummation of the purchase and sale of the Units contemplated by this Agreement, to rescind this Agreement or their respective officers any of the transactions contemplated hereby; except that nothing contained in this Section 7.2 shall relieve any Party from liability for its willful or directors)intentional breach of representations, except based upon obligations warranties, covenants or agreements set forth in Section 9.1 hereof and in the immediately preceding sentence, this Agreement; and except that Buyer Group the obligations provided for in Section 5.2(b), this Section 7.2 and Article VIII shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event of termination of A party seeking to terminate this Agreement and abandonment pursuant to this Article VII shall deliver written notice of such termination to each of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 hereofother parties, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith thereupon terminate and be of become void and have no further effect, and the transactions contemplated hereby shall be abandoned without further action by Seller or Buyer Group. (b) Notwithstanding any party, except that the foregoing, termination of this Agreement and abandonment of the transactions contemplated hereby by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representations, warranties, agreements or other provisions of this Agreement prior to termination hereof and Section 5.5, Section 5.10 and Section 5.12 Article IX shall survive the termination of this Agreement. In ; provided, however, that such termination shall not relieve any party of any liability that arose prior to the event date of termination or, with respect to those provisions that survive termination, that arises after such termination or from liability resulting from any willful breach of this Agreement. For the avoidance of doubt, (a) if Holdings terminates this Agreement by Parentin accordance with Section 5.01, Buyer or Seller Emergent will not be deemed to have breached this Agreement and (b) if Emergent terminates this Agreement in accordance with Section 5.14, neither Holdings nor the Company will be deemed to have breached this Agreement. If this Agreement is terminated as provided above in Section 8.1(aherein, each party shall, as requested by the applicable other party(ies), this Agreement shall forthwith become void and there shall be no liability on the part of Buyer Group or Seller (or their respective officers or directorseither redeliver to such other party(ies), except based upon obligations set forth in Section 9.1 hereof or certify to such other party(ies) the destruction of, all documents, work papers and in the immediately preceding sentence, and except that Buyer Group shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroyother material of such other party(ies) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere relating to the Confidentiality Agreement.transactions contemplated hereby, whether obtained before or after the execution hereof

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 6.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by the Seller, the Seller Shareholders, Cendant, the Buyer or Buyer Group.the Sub. If this Agreement is terminated pursuant to Section 6.1 hereof: (ba) Notwithstanding each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representationsother party shall be treated in accordance with the Confidentiality Agreements and Section 4.2(b) hereof; (b) all filings, warrantiesapplications and other submissions made pursuant hereto, agreements if any, shall, to the extent practicable, be withdrawn from the agency or other provisions of this Agreement prior Person to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and which made; and (c) there shall be no liability or obligation hereunder on the part of the Seller, the Seller Shareholders, Cendant, the Buyer Group or Seller (the Sub or any of their respective officers directors, officers, employees, affiliates, controlling persons, agents or directors)representatives, except based upon obligations set forth in Section 9.1 hereof and in that the immediately preceding sentenceSeller, the Seller Shareholders, Cendant, the Buyer or the Sub, as the case may be, may have liability to the other parties if the basis of termination is a material breach by the Seller, the Seller Shareholders, Cendant, the Buyer or the Sub, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Sections 4.2(b), 6.2 and 8.8 hereof shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 6.1 hereof, written notice thereof shall forthwith be given by a the party so terminating to the other party party, and this Agreement shall forthwith terminate and be of no further effect, and the transactions contemplated hereby shall be abandoned abandoned, without further action by Seller or Buyer Group.action. If this Agreement is terminated pursuant to Section 6.1 hereof: (ba) Notwithstanding each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach the other party shall be treated in accordance with Section 4.6(c) hereof; (b) all filings, applications and other submissions made pursuant hereto shall, at the option of Stanhome and to the representationsextent practicable, warranties, agreements be withdrawn from the agency or other provisions of this Agreement prior entity to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and which they were made; and (c) there shall be no liability or obligation hereunder on the part of Stanhome or the Buyer Group or Seller (or any of their respective officers directors, officers, employees, affiliates, controlling persons, agents or directors)representatives, except based upon that Stanhome or the Buyer, as the case may be, may have liability to the other party if the basis of termination is a willful or reckless material breach by Stanhome or the 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 6.2 and Sections 4.22, 8.2, 8.3, 8.6 and 8.7 hereof, and the obligation to treat information in a confidential manner as set forth in Section 9.1 hereof and in the immediately preceding sentence4.6(c) hereof, and except that Buyer Group shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreement.survive any such termination. ARTICLE VII

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 8.1 6.1 hereof, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate and be shall become null and void (except as provided in Section 6.2(c) below) and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by the Seller or Buyer Group.the Buyer. If this Agreement is terminated pursuant to Section 6.1 hereof: (ba) Notwithstanding Each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby hereby, whether so obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach the other party shall be treated in accordance with Section 4.11 hereof (in the case of the representationsBuyer as if made by the Buyer); (b) All filings, warrantiesapplications and other submissions made pursuant hereto, agreements if any, shall, to the extent practicable, be withdrawn from the agency or other provisions of this Agreement prior person to termination hereof and Section 5.5, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and there which made; and (c) There shall be no liability or obligation hereunder on the part of Buyer Group the Seller or Seller (the Company, on one hand, or the Buyer, on the other hand, or any of their respective officers directors, officers, employees, Affiliates, controlling persons, agents or directors)representatives, except based upon obligations set forth in Section 9.1 hereof and in that the immediately preceding sentenceSeller or the Company, on one hand, or the Buyer, on the other hand, may have liability to the other party/parties if the basis of termination is a material breach by the Seller, the Company or the Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that Buyer Group the obligations provided for in Sections 4.11 and 8.8 hereof shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby Transactions by the parties hereto pursuant to any party as provided under Section 8.1 hereof9.1, written notice thereof shall be given by a party so terminating to the other party parties and this Agreement shall forthwith terminate become void and be of have no further effect, and the transactions contemplated hereby Transactions shall be abandoned without further action by Seller parties, without any liability or Buyer Group.obligation on the part of the parties, other than Section 7.6(b), Section 9.2, this Section 9.5, and Article X. If this Agreement is terminated under Section 9.1: (ba) Notwithstanding each party shall redeliver, or provide evidence of the foregoingdestruction of, termination all documents, work papers and other materials of the other parties relating to the Transactions which have not been consummated as of the date of termination, whether obtained before or after the execution of this Agreement Agreement, to the party furnishing the same, and abandonment of the transactions contemplated hereby all confidential information received by the parties pursuant to Section 8.1(b) or (c) shall not in any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representationsother party shall be treated in accordance with the Confidentiality Agreements and Section 7.6(b); (b) all filings, warrantiesapplications and other submissions made pursuant hereto shall, agreements to the extent practicable, be withdrawn from the Governmental Authority or other provisions of this Agreement prior person to termination hereof and Section 5.5which made, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In to the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and extent the applicable transaction has not been consummated; and (c) there shall be no liability or obligation under this Agreement on the part of Buyer Group any party or Seller (or their any of its respective officers or directors)Representatives, except based upon obligations that nothing contained in this Section 9.5 shall relieve any party from liability for its intentional breach of representations, warranties, covenants or agreements set forth in Section 9.1 hereof and in the immediately preceding sentence, this Agreement; and except that Buyer Group the obligations provided for in Section 7.6(b), Section 9.2, this Section 9.5 and Article X shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.

Procedure for and Effect of Termination. (a) In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to this Agreement by either party as provided under Section 8.1 hereofof this Agreement, written notice thereof shall be given by a party so terminating to the other party and this Agreement shall forthwith terminate become void and be of have no further effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by Seller Sellers, Genco or Buyer, without any liability or obligation on the part of Sellers, Buyer Group.or Genco, other than the provisions of Section 6.3(b), Section 6.8(c), this Section 8.2, and Article IX. If this Agreement is terminated under Section 8.1: (ba) Notwithstanding each party shall redeliver all documents, work papers and other materials of the foregoing, termination of this Agreement and abandonment of other parties relating to the transactions contemplated hereby by this Agreement which have not been consummated as of the parties pursuant date of termination, whether obtained before or after the execution of this Agreement, to Section 8.1(b) or (c) shall not in the party furnishing the same, and all confidential information received by any way limit or restrict the rights and remedies of any party hereto against any other party hereto with respect to any willful violation or breach of the representationsother party shall be treated in accordance with the Confidentiality Agreements and Section 6.3(b); (b) all filings, warrantiesapplications and other submissions made pursuant hereto shall, agreements to the extent practicable, be withdrawn from the agency or other provisions of this Agreement prior person to termination hereof and Section 5.5which made, Section 5.10 and Section 5.12 shall survive termination of this Agreement. In to the event of termination of this Agreement by Parent, Buyer or Seller as provided above in Section 8.1(a), this Agreement shall forthwith become void and extent the applicable transaction has not been consummated; and (c) there shall be no liability or obligation under this Agreement on the part of Sellers, Genco or Buyer Group or Seller (or any of their respective officers or directors)Representatives, except based upon obligations that nothing contained in this Section 8.2 shall relieve any party from liability for its intentional breach of representations, warranties, covenants or agreements set forth in Section 9.1 hereof and in the immediately preceding sentence, this Agreement; and except that Buyer Group the obligations provided for in Section 6.3(b), Section 6.8(c), this Section 8.2 and Article IX shall thereupon promptly return or destroy (and cause its agents and representatives to return or destroy) to Seller all documents (and copies thereof) furnished to Buyer Group by Seller, and Buyer and Parent shall continue to adhere to the Confidentiality Agreementsurvive any such termination.