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

Procedure for and Effect of Termination. In the event that --------------------------------------- this Agreement is terminated and the Merger is abandoned by the Parent or the Merger Sub, on the one hand, or by the Company, on the other hand, pursuant to Section 8.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the Merger shall be abandoned without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except with respect to the willful breach by any party hereto and except that the provisions of this Section 8.2, the final sentence of Section 6.3, Section 8.3 and Article 9 shall survive the termination of this Agreement.

Procedure for and Effect of Termination. In the event that --------------------------------------- this Agreement is terminated and the Merger is transactions set forth in Section 1.1 are abandoned by the Parent or the Merger SubBuyer, on the one hand, or by the CompanySeller, on the other hand, pursuant to Section 8.16.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the Merger transactions set forth in Section 1.1 shall be abandoned without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except (i) with respect to the willful breach by any party hereto hereto, and except that the provisions of (ii) this Section 8.26.2, the final second sentence of Section 6.34.2(a), Section 8.3 4.5, Article VII and Article 9 Section 8.5 shall survive the termination of this Agreement.. 80

Procedure for and Effect of Termination. In the event that --------------------------------------- this Agreement is terminated and the Merger is abandoned by the Parent or the Merger Sub, on the one hand, or by the Company, on the other hand, pursuant to Section 8.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the Merger shall be abandoned without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except with respect to the willful breach by any party hereto and except that the provisions of this Section 8.3, Section 8.2, Section 6.9, Article 9 and the final sentence of Section 6.3, Section 8.3 and Article 9 6.3 shall survive the termination of this Agreement.

Procedure for and Effect of Termination. In the event that --------------------------------------- this Agreement is terminated and the Merger is transactions set forth in Section 1.1 are abandoned by the Parent or the Merger SubBuyer, on the one hand, or by the CompanySeller, on the other hand, pursuant to Section 8.16.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the Merger transactions set forth in Section 1.1 shall be abandoned without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except (i) with respect to the willful breach by any party hereto hereto, and except that the provisions of (ii) this Section 8.26.2, the final second sentence of Section 6.34.2(a), Section 8.3 4.5, Article VII and Article 9 Section 8.5 shall survive the termination of this Agreement.

Procedure for and Effect of Termination. In the event that --------------------------------------- this Agreement is terminated and the Merger is abandoned by the Parent or the Merger Sub, on the one hand, or by the Company, on the other hand, pursuant to Section 8.110.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the Merger shall be abandoned without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except (i) with respect to the willful breach by any party hereto hereto, and except (ii) that the provisions of this Section 8.210.2, the final last sentence of Section 6.35.4, Section 8.3 5.6, Section 11.3 and Article 9 Section 11.4 shall survive the termination of this Agreement.

Procedure for and Effect of Termination. In the event that --------------------------------------- this Agreement is terminated and the Merger is abandoned by the Parent or the Merger Sub, on the one hand, or by the Company, on the other hand, pursuant to Section 8.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the Merger shall be abandoned without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except (i) with respect to the willful breach by any party hereto hereto, and except (ii) that the provisions of this Section 8.2, the final last sentence of Section 6.35.4, Section 8.3 9.2 and Article 9 Section 9.3 shall survive the termination of this Agreement.

Procedure for and Effect of Termination. In the event that --------------------------------------- this Agreement is terminated and the Merger is abandoned by the Parent or the Merger Sub, on the one hand, or by the Company, on the other hand, pursuant to Section 8.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the Merger shall be abandoned without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except (i) with respect to the willful breach by any party hereto hereto, and except (ii) that the provisions of this Section 8.2, the final last sentence of Section 6.35.4, Section 8.3 8.3, Section 9.2 and Article 9 Section 9.3 shall survive the termination of this Agreement.

Procedure for and Effect of Termination. In the event that --------------------------------------- this Agreement is terminated and the Merger is abandoned by the Parent or the Merger Sub, on the one hand, or by the Company, on the other hand, pursuant to Section 8.17.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the Merger shall be abandoned without any further action. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party under the terms of this Agreement except (i) with respect to the willful breach by any party hereto hereto, and except (ii) that the provisions of this Section 8.27.2, the final last sentence of Section 6.34.4, Section 8.2 and Section 8.3 and Article 9 shall survive the termination of this Agreement.