Common use of Term of Agreement; Termination Clause in Contracts

Term of Agreement; Termination. a. The term of this Agreement shall commence on the date hereof. b. This Agreement shall terminate upon the date, if any, of the termination of the Merger Agreement prior to the Effective Time in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, HOWEVER, such termination shall not relieve any party from liability for any breach of this Agreement PRIOR to such termination. If this Agreement is terminated pursuant to Section 8.01 of the Merger Agreement, so long as the Company honors its applicable obligations under Section 8.03 of the Merger Agreement, no party shall have any further obligations or liabilities under this Agreement. c. If the Merger Agreement is not terminated prior to the Effective Time, this Agreement (except for the provisions of Sections 4, 5(b), 6, 9 and 10, which shall survive the Effective Time), shall terminate upon the Effective Time. Sections 4, 5, 6, 9 and 10 shall terminate on the date two years after the Effective Time.