Common use of XXXXXX and Notice of Termination Effect of Termination Clause in Contracts

XXXXXX and Notice of Termination Effect of Termination. (a) The Party terminating this Agreement pursuant to Section 7.1 (other than pursuant to Section 7.1(a)) must deliver prompt written notice thereof to the other Parties setting forth in reasonable detail the provision of Section 7.1 pursuant to which this Agreement is being terminated and the facts and circumstances forming the basis for such termination pursuant to such provision. (b) In the event of the valid termination of this Agreement pursuant to Section 7.1, this Agreement shall immediately be of no further force or effect, without any liability or obligation on any Party (or any Parent Related Party or Company Related Party) to the other Parties, as applicable, except that Section 5.12(f), this Section 7.2, Section 7.3 and Article VIII will each survive the termination of this Agreement and shall remain in full force and effect in accordance with their respective terms. Notwithstanding the foregoing but subject to Section 7.3(f), nothing in this Agreement will relieve any Party from any liability for any Willful Breach of this Agreement arising prior to the valid termination of this Agreement. In addition to the foregoing, no termination of this Agreement will affect the rights or obligations of any Party pursuant to the Confidentiality Agreement or the Limited Guarantee, which rights, obligations and agreements will survive the termination of this Agreement in accordance with their respective terms.

XXXXXX and Notice of Termination Effect of Termination. (a) The Party terminating this Agreement pursuant to Section 7.1 (other than pursuant to Section 7.1(a)) must deliver prompt written notice thereof to the other Parties setting forth in reasonable detail the provision of Section 7.1 pursuant to which this Agreement is being terminated and the facts and circumstances forming the basis for such termination pursuant to such provision. Unless otherwise stated in Section 7.1, proper and valid termination of this Agreement pursuant to Section 7.1 will be effective immediately upon the delivery of such written notice thereof. (b) In the event of the valid termination of this Agreement pursuant to Section 7.1, this Agreement shall immediately be of no further force or effect, without any liability or obligation on any Party (or any Parent Parent-Related Party or Company Company-Related Party) to the other Parties, as applicable, except that Section 5.12(f5.7(d), Section 5.15, this Section 7.2, Section 7.3 and Article VIII (other than Section 8.6(b)) will each survive the termination of this Agreement and shall remain in full force and effect in accordance with their respective terms. Notwithstanding the foregoing but subject to Section 7.3(f), nothing in this Agreement will relieve any Party the Company from any liability for any Willful Breach of this Agreement arising prior to the valid termination of this Agreement. For the avoidance of doubt, in the event of termination of this Agreement, the Debt Financing Sources will have no liability to the Company, any of its Affiliates or any of its or their direct or indirect equityholders. In addition to the foregoing, no termination (in and of itself) of this Agreement will affect the rights or obligations of any Party pursuant to the Confidentiality Agreement or the Limited Guarantee, which rights, obligations and agreements will survive the termination of this Agreement in accordance with their respective terms.

XXXXXX and Notice of Termination Effect of Termination. (a) The Party terminating this Agreement pursuant to Section 7.1 6.1 (other than pursuant to Section 7.1(a6.1(a)) must shall deliver prompt written notice thereof to the other Parties setting forth in reasonable detail the provision of Section 7.1 6.1 pursuant to which this Agreement is being terminated and the facts and circumstances forming the basis for such termination pursuant to such provision. (b) In the event of the Any proper and valid termination of this Agreement pursuant to Section 7.16.1 will be effective immediately upon the delivery of written notice by the terminating Party to the other Parties. In the event of the proper and valid termination of this Agreement pursuant to Section 6.1, this Agreement shall immediately be of no further force or effect, without any liability or obligation on of any Party (or any Parent Related Party partner, member, manager, stockholder, director, officer, employee, Affiliate, agent or Company Related other representative of such Party) to the other Parties, as applicable, except that Section 5.12(f2.26, Section 3.13, Section 4.14(e), Section 4.14(f), this Section 7.26.2, Section 7.3 6.3, Article VII, and Article VIII Exhibit A will each survive the termination of this Agreement and shall remain in full force and effect in accordance with their respective terms. Notwithstanding the foregoing but subject to Section 7.3(f6.3(b)(vi) and Section 6.3(c)(iii), nothing in this Agreement will relieve any Party from any liability for any Willful Breach of this Agreement (subject to the Company Liability Limitation) arising prior to the valid termination of this Agreement. In addition to the foregoing, no termination of this Agreement will affect the rights or obligations of any Party pursuant to the Confidentiality Agreement Agreements or the Limited GuaranteeGuarantees, which rights, obligations and agreements will survive the termination of this Agreement in accordance with their respective terms.

XXXXXX and Notice of Termination Effect of Termination. (a) The Party terminating this Agreement pursuant to Section 7.1 8.1 (other than pursuant to Section 7.1(a8.1(a)) must deliver prompt written notice thereof to the other Parties setting forth in reasonable detail the provision of Section 7.1 8.1 pursuant to which this Agreement is being terminated and the facts and circumstances forming the basis for such termination pursuant to such provisionterminated. (b) In the event of the valid Any termination of this Agreement pursuant to Section 7.18.1 will be effective immediately upon the delivery of written notice by the terminating Party to the other Parties. In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall immediately will be of no further force or effect, effect without any liability or obligation on of any Party (or any Parent Related Party partner, member, manager, stockholder, director, officer, employee, Affiliate, agent or Company Related other representative of such Party) to the other Parties, as applicable, except that Section 5.12(f), this Section 7.28.2, Section 7.3 8.3 and Article VIII Section 9 will each survive the termination of this Agreement and shall remain in full force and effect in accordance with their respective terms. Notwithstanding the foregoing but subject to Section 7.3(f)foregoing, nothing in this Agreement will relieve any Party from any liability for or damages arising out of any common law fraud or Willful Breach of this Agreement arising prior to the valid termination of this Agreement. In addition to the foregoing, no termination of this Agreement will affect the rights or obligations of any Party pursuant to the Confidentiality Agreement or the Limited GuaranteeAgreement, which rights, obligations and agreements will survive the termination of this Agreement in accordance with their respective terms.