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 transactions set forth in Section 1.1 are abandoned by Parent or Buyer, on the one hand, or by Seller, on the other hand, pursuant to Section 6.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the 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, and (ii) this Section 6.2, the second sentence of Section 4.2(a), Section 4.5, Article VII and 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 transactions set forth in Section 1.1 are Merger is abandoned by the Parent or Buyerthe Merger Sub, on the one hand, or by Sellerthe Company, on the other hand, pursuant to Section 6.18.1, written notice of such termination and abandonment shall forthwith be given to the other parties and this Agreement shall terminate and the transactions set forth in Section 1.1 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 (ii) except that the provisions of this Section 6.28.2, the second final sentence of Section 4.2(a)6.3, Section 4.5, 8.3 and Article VII and Section 8.5 9 shall survive the termination of this Agreement.