Common use of Effect of Termination Clause in Contracts

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall terminate; provided, however, that: (a) In the event of termination of this Agreement by either neither the Company or nor Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no relieved of any obligation or liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to arising from any liabilities or damages incurred or suffered by a party as a result of the willful prior breach by the other such party of any provision of its covenants or other agreements this Agreement; (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this AgreementSection 10; and (c) the Company shall, in all events, remain bound by and continue to be subject to Section 5.4.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent --------------------- as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Sub or the Company Company, or their respective officers officers, directors or directors except (i) with respect shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the last sentence provisions of Section 5.2, Section 5.6, this Section 7.2 Sections 5.4 and 5.5 and Article VIII IX of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.01, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent either Parent, Merger Sub or the Company Target or their respective officers or directors directors, except (i) with respect to the last sentence of Section 5.2, Section 5.6, that nothing in this Section 7.2 and Article VIII and (ii) with respect to 8.02 shall relieve any liabilities or damages incurred or suffered by a party as a result from liability for any breach of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.16.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent any party hereto (or the Company any stockholder, director, officer, partner, employee, agent, consultant or their respective officers or directors representative of such party) except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Section 6.2, provided that nothing contained in this Agreement shall relieve any party from liability for any willful breach of this Agreement and provided further that this Section 6.2 and Sections 7.3, 7.14, 7.15 and 7.16 shall survive termination of this Agreement.

Effect of Termination. (a) In the event of termination of this --------------------- Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Sub or the Company Company, or their respective officers officers, directors or directors except (i) with respect shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the last sentence provisions of Section 5.2, Section 5.6, this Section 7.2 Sections 5.4 and 5.5 and Article VIII IX of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.19.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent Parent, Merger Sub or the Company or any of their respective officers or directors except (i) with respect to the last sentence directors, and all rights and obligations of Section 5.2each party hereto shall cease; provided, Section 5.6however, this Section 7.2 and Article VIII and (ii) with respect to that nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result of from liability for the willful breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Agreement; and provided further that Section 10.01 shall survive termination of this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.17.17, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or the Company or any of the Purchasers or their respective officers officers, directors, stockholders or directors except Affiliates; provided, however, that (i) with respect to the last sentence provisions of Section 5.2, Section 5.6, this Section 7.2 7 shall remain in full force and Article VIII effect and survive any termination of this Agreement and (ii) nothing herein shall relieve any party hereto from liability in connection with respect to any liabilities breach of such party’s representations, warranties or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreementcontained herein.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent --------------------- as provided in Section 7.1, this Agreement each of the Agreements shall forthwith become void ----------- and there shall be no liability or obligation on the part of Parent Buyer or the Company Seller, or their respective officers officers, directors or directors except (i) with respect to the last sentence of Section 5.2shareholders, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to provided that each party shall remain liable for any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party breaches of any of its covenants or other agreements set forth the Agreements prior to their termination; and provided further that the provisions of Sections 4.4, 4.5 and 4.6 of each of the Agreements shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. (a) In the event of termination of If this Agreement by either the Company or Parent as provided in is terminated pursuant to Section 7.15.2, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect to Executive. Notwithstanding the last sentence of Section 5.2foregoing, Section 5.6the provisions in Sections 6.4, this Section 7.2 6.5 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of 6.6 will survive the willful breach by the other party of any of its covenants or other agreements set forth in this Agreementtermination hereof.

Effect of Termination. (a) In the event of termination of that this Agreement by either the Company or Parent is validly terminated as provided in Section 7.1herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement shall forthwith become void after the date of such termination and there such termination shall be no without liability or obligation on to the part of Parent or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2Seller; provided, Section 5.6however, that nothing in this Section 7.2 and Article VIII and (ii) with respect to any liabilities 2.4 shall relieve the Parent or damages incurred or suffered by a party as a result of the willful breach by the other party Seller of any liability for a breach of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In Subject to Section 9.5, in the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.19.1, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent Parent, Acquisition Sub or the Company or any of their respective officers or directors except (i) with respect to the last sentence and all rights and obligations of Section 5.2each party hereto shall cease; provided, Section 5.6however, this Section 7.2 that nothing herein shall relieve any party from liability for fraud or a willful and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful material breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Agreementherein.

Effect of Termination. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement shall terminate; provided, however, that: (a) In none of the event of termination of this Agreement by either Company, the Company Key Stockholders or Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no relieved of any obligation or liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to arising from any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other such party of any of its covenants representation, warranty, covenant or other agreements provision of this Agreement; and (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this AgreementSection 6.3 and Section 11.

Effect of Termination. (a) In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.19.1, this Agreement shall forthwith become void and there shall be have no liability or obligation on the part of Parent or the Company or their respective officers or directors effect except (i) with respect to the last sentence Sections 7.2(b), 9.2 and 10.3 shall survive any termination of Section 5.2, Section 5.6, this Section 7.2 and Article VIII Agreement and (ii) with respect that notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages incurred or suffered by a party as a result arising out of the its willful breach by the other party of any provision of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of --------------------- this Agreement by either Parent or the Company or Parent Company, as provided in Section 7.19.1, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of the Company, Parent or the Company Sub or their respective officers or directors (except (i) with respect to as set forth in the last sentence two sentences of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to except for Section 7.3, which shall survive the termination); provided, however, -------- ------- that nothing contained in this Section 9.2 shall relieve any liabilities or damages incurred or suffered by a party as a result hereto from any liability for any breach of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, or the Company Company, or their respective officers officers, directors or directors except (istockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; provided further that, the provisions of Sections 5.8, 5.9(a) with respect to the last sentence of Section 5.2and 5.10, Section 5.6, Article IX and this Section 7.2 8.2 shall remain in full force and Article VIII effect and (ii) with respect to survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the Company, the Parent or the Company or and Acquisition) their respective officers or directors directors, except (i) with respect to for Sections 7.6, 13.6 and 13.7 and the last sentence of Section 5.27.1, Section 5.6which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Section 7.2 and Article VIII and (ii) with respect Agreement prior to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreementtermination hereof.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1above, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent either Parent, Sub or the Company or their respective officers or directors except (i) with respect to except as set forth in Section 7.1 hereof and except for Section 7.12 hereof which shall survive the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII termination and (ii) with respect to no such termination shall release any party of any liabilities or damages incurred or suffered by a party as a result of the willful resulting from any wilful breach by the other that party of any provision of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1above, this Agreement shall forthwith become void of no further force or effect, all parties hereto shall bear their own costs associated with this Agreement and all transactions mentioned herein and there shall be no liability or obligation on the part of Parent any party's officers, directors or the Company or their respective officers or directors except (i) with respect to the last sentence of shareholders; provided, however, that Section 5.26.4(b), Section 5.6, this 6.5 and Section 7.2 9.8 shall survive such termination and Article VIII continue in full force and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreementeffect.

Effect of Termination. (a) In the event of the termination --------------------- of this Agreement by either the Company or Parent as provided in Section 7.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement (other than Sections 7.2, 7.3, 8.4, 8.6, 8.7, 8.8 and 8.9 hereof) shall forthwith become void null and void, and there shall be no liability or obligation on the part of the Parent or the Company or their respective officers or directors Company, except (i) with respect to the last sentence of as provided in Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement7.3.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.18.01, this Agreement shall forthwith become void and there shall be no liability or obligation under this Agreement on the part of Parent or the Company or any of their respective officers or directors and all rights and obligations of each party hereto shall cease, except (ia) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 as provided in Sections 8.05 and Article VIII 9.01 and (iib) with respect to nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result of the from liability for any willful breach by the other party of any of its covenants representation, warranty, covenant or other agreements set forth agreement in this AgreementAgreement occurring prior to termination.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Buyer or the Company Seller, or their respective officers officers, directors or directors except (i) with respect stockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the last sentence provisions of Section Sections 5.2, Section 5.65.3, this Section 7.2 5.4 and Article VIII X of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event this Agreement and the Plan of Merger are terminated as provided herein, this Agreement and the Plan of Merger shall become void and of no further force and effect without any liability on the part of the terminating party or parties or their respective shareholders, directors or officers; provided, however, that Sections 4.4, 5.8, 10.2, 10.3, 12.5 and 12.11 of this Agreement shall survive any such termination and that no party shall be relieved or released from any liability or damages arising out of its willful breach of any provision of this Agreement. In the event of termination of this Agreement by either Agreement, written notice thereof and the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void and there reasons therefor shall be no liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect given to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach other parties by the other party of any of its covenants or other agreements set forth in this Agreementterminating party.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.18.01, this Agreement shall forthwith become void and there shall be no liability or obligation under this Agreement on the part of Parent Parent, ASC or the Company or any of their respective officers or directors and all rights and obligations of each party hereto shall cease, except (ia) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 as provided in Sections 8.05 and Article VIII 9.01 and (iib) with respect to nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result of the from liability for any willful breach by the other party of any of its covenants representation, warranty, covenant or other agreements set forth agreement in this AgreementAgreement occurring prior to termination.

Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or the Company or their respective officers or directors any party hereto, except (i) with respect to the last sentence of Section 5.2Sections 3.17, Section 5.64.5, 6.3(b), 6.8, this Section 7.2 8.2, Section 8.3 and Article VIII IX, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any willful and (ii) with respect material breach hereof, which, in the case of Parent, shall include liability to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this AgreementCompany for lost shareholder premium.

Effect of Termination. (a) In the event of termination of this Agreement by either Parent or the Company or Parent as provided in pursuant to the provisions of Section 7.17.01, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of Parent or the Company Company, Parent, Merger Subsidiary or their respective officers or directors (except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Section 8.01, in the second sentence of Section 5.04 and in Section 5.11, all of which shall survive the termination). Nothing in this Section 8.01 shall relieve any party from liability for any breach of any covenant or agreement of such party contained in this Agreement.

Effect of Termination. (a) In the event of termination of If this Agreement is validly terminated by either the Company or Parent as provided in pursuant to Section 7.19.01, this Agreement shall will forthwith become null and void and there shall will be no liability or obligation on the part of Parent or either the Company or Parent (or any of their respective officers representatives or directors affiliates), except (i) with respect that the provisions of Sections 7.01(b) and will continue to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII apply following any such termination and (ii) with respect to that nothing contained herein shall relieve any liabilities or damages incurred or suffered by a party as a result of the hereto from liability for willful breach by the other party of any of its representations, warranties, covenants or other agreements set forth contained in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.17.1 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of Parent or any of the Company or their respective officers Parent, except that, in the event of an intentional or directors except (i) with respect willful breach of this Agreement prior to the last sentence time of Section 5.2such termination, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect the other Parties hereto shall be entitled to any liabilities or damages incurred or suffered by a party as a result the remedy of specific performance of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreementcontained herein.

Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in Section 7.17.01, this Agreement shall forthwith become void and have no effect, and there shall be no liability or obligation on the part of Parent or the Company or their respective officers or directors Company, except (i) with respect to for the last sentence provisions of this Section 5.27.02, Section 5.6, this Section 7.2 7.03 and Article VIII VIII, which shall survive any such termination and (ii) with respect to remain in full force and effect, and except that no Party shall be relieved or released from any liabilities liability or damages incurred arising from a willful or suffered by a party as a result of the willful intentional breach by the other party of any provision of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Merger Sub or the Company Company, or their respective officers officers, directors or directors except (i) with respect stockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the last sentence provisions of Section 5.2Sections 5.4, Section 5.65.5, this Section 7.2 5.6 and Article VIII of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1--------------------- Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the Company, the Parent or the Company or and Acquisition) their respective officers or directors directors, except (i) with respect to for Sections 7.6, 13.6 and 13.7 and the last sentence of Section 5.27.1, Section 5.6which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Section 7.2 and Article VIII and (ii) with respect Agreement prior to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreementtermination hereof.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or the Company any party hereto, or their respective officers officers, directors, securityholders or directors except (i) with respect Affiliates, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the last sentence provisions of Section Sections 4.3, 5.2, Section 5.65.3, 5.4, 5.12 and 9.7 of this Section 7.2 Agreement shall remain in full force and Article VIII effect and (ii) with respect to survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of a valid termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and have no effect, and there shall be no liability or obligation hereunder on the part of Parent Parent, Sub or the Company or their respective officers or directors hereunder, except (i) with respect to the last sentence of that Section 5.2, Section 5.6, Article VIII and this Section 7.2 and Article VIII and (ii) with respect shall survive any termination of this Agreement. Nothing in this Section 7.2 shall relieve any party to any liabilities this Agreement of liability for fraud or damages incurred or suffered by a party as a result intentional breach of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.18.01, this Agreement shall forthwith become void and there shall be no liability or obligation under this Agreement on the part of Parent Parent, Merger Sub or the Company or any of their respective officers or directors and all rights and obligations of each party hereto shall cease, except (ia) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 as provided in Sections 8.05 and Article VIII 9.01 and (iib) with respect to nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result of the from liability for any willful breach by the other party of any of its covenants representation, warranty, covenant or other agreements set forth agreement in this AgreementAgreement occurring prior to termination.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent --------------------- as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Sub, the Company or the Company Members, or their respective officers or directors except (i) with respect directors, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the last sentence provisions of Section 5.2Sections 5.2(b), Section 5.6, 5.7, and 5.8 of this Section 7.2 Agreement shall remain in full force and Article VIII effect and (ii) with respect to survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in Section 7.16.1, this Agreement shall forthwith become void and there shall be of no further force or effect with no liability or obligation to any Person on the part of Parent any party to this Agreement (or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants Representatives or other agreements set forth Affiliates); provided, however, that: (a) this Section 6.2, Section 6.3 and Section 7 shall survive the termination of this Agreement and shall remain in full force and effect; and (b) the termination of this Agreement shall not relieve any party from any liability for any fraud or any intentional and material breach of this Agreement. The Confidentiality Agreement shall not be affected by a termination of this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Buyer or the Company Seller, or their respective officers officers, directors or directors except (i) with respect stockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the last sentence provisions of Section Sections 5.2, Section 5.65.3, 5.4 of this Section 7.2 Agreement shall remain in full force and Article VIII effect and (ii) with respect to survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of that this Agreement by either is validly terminated in accordance with Section 11.1, then each of the Company or Parent as provided in Section 7.1, parties shall be relieved of their duties and obligations arising under this Agreement shall forthwith become void after the date of such termination and there such termination shall be no without liability or obligation on the part of to Parent or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2Company; provided, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to that no such termination shall relieve any liabilities or damages incurred or suffered by a party as a result of the hereto from liability for any willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In Except as provided in Section 9.01, in the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.18.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent Parent, Merger Sub or the Company or any of their respective officers or directors except (i) with respect to the last sentence directors, and all rights and obligations of Section 5.2each party hereto shall cease; provided, Section 5.6however, this Section 7.2 and Article VIII and (ii) with respect to that nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result of from liability for the willful breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of If this Agreement by either the Company or Parent as provided in is terminated pursuant to Section 7.18.01, this Agreement shall forthwith become void and there shall be of no effect without liability of any party (or obligation on the part any Representative of Parent or the Company or their respective officers or directors except (isuch party) with respect to the last sentence of each other party hereto; provided, however, Parent’s obligations under Section 5.2, 2.01(c) and Section 5.66.16, this Section 7.2 8.02 and Article VIII and (ii) with respect 9 shall survive any termination hereof pursuant to Section 8.01; provided, further, that no such termination shall relieve any liabilities or damages incurred or suffered by a party as a result from liability for any Willful Breach of this Agreement occurring prior to the willful breach by the other party date of any of its covenants or other agreements set forth in this Agreementsuch termination.

Effect of Termination. (a) In the event of termination of this Agreement by either Parent or the Company or Parent as provided in pursuant to Section 7.17.01, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of Parent or the Company Company, Parent, Merger Subsidiary or their respective officers or directors (except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Section 8.01, in the second sentence of Section 5.04 and in Section 5.09, all of which shall survive the termination). Nothing in this Section 8.01 shall relieve any party from liability for any breach of any representation, warranty, covenant or agreement of such party contained in this Agreement.

Effect of Termination. (a) In the event of the termination of this the Agreement by either the Company or Parent as provided in Section 7.17.1 above, the Collaboration and License Agreement shall terminate, and all obligations and agreement of the parties set forth in this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or the Company or their respective officers or directors parties hereto except (i) with respect to as otherwise provided in this Agreement. Notwithstanding the last sentence foregoing, the termination of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other Agreement shall not relieve either party of any liability for breach of its covenants or other agreements set forth in this AgreementAgreement prior to the date of termination.

Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.18.01, this Agreement shall forthwith become void void, and there shall be no liability or obligation under this Agreement on the part of any party hereto (except that the indemnification and reimbursement obligations of Parent or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth Merger Sub contained in this Agreement.Sections

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent any party hereto, or its Affiliates, officers, directors or stockholders; provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and, provided, further, the Company or their respective officers or directors except (i) with respect to the last sentence provisions of Section 5.24.5 (Publicity), Section 5.6, Article IX and this Section 7.2 8.2 of this Agreement shall remain in full force and Article VIII effect and (ii) with respect to survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of If this Agreement by either the Company or Parent as provided in is terminated pursuant to this Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Merger Sub or the Company Company, or their respective officers officers, directors or directors except (i) with respect shareholders; provided, however, that each party shall remain liable for any breaches of this Agreement prior to its termination; provided, further, that the last sentence provisions of Section 5.2Sections 5.3, Section 5.65.4, this Section 7.2 8.2, 8.3 and Article VIII IX of this Agreement and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party definitions of any defined terms used in such provisions shall remain in full force and effect and survive any termination of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of If this Agreement by either the Company or Parent as provided in is terminated pursuant to Section 7.1, then this Agreement (other than as set forth in Section 5.13, this Section 7.2, Section 7.3, Section 7.4 and Article VIII, which provisions shall forthwith survive such termination) shall become void and there shall be of no effect with no liability or obligation on the part of Parent any party hereto (or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants directors, officers, employees, agents, legal or financial advisors or other agreements set forth in representatives); provided, however, that neither the Company nor Parent shall be relieved or released from any liabilities arising out of its material breach of this Agreement.

Effect of Termination. (a) In the event of a termination of this Agreement by either the Company or Parent as provided in Section 7.111 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of Parent Parent, Merger Sub or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2Shareholder thereafter; provided, Section 5.6however, this Section 7.2 and Article VIII and (ii) with respect to that nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result of the for liability for any willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.hereof prior to such termination

Effect of Termination. (a) In the event of termination of If either Parent or Seller terminates --------------------- and abandons this Agreement by either the Company or Parent as provided in pursuant to Section 7.19.1, this Agreement Agreement, other than Sections 7.5, 7.6, 7.13, this Section 9.2, Article 10 and Section 11.1 (each of which shall survive termination) shall forthwith become void and there shall be have no effect, without any liability or obligation on the part of Parent any party or the Company its officers, directors or their respective officers or directors except (i) with respect to the last sentence of Section 5.2shareholders; provided, Section 5.6however, that nothing contained in this Section 7.2 and Article VIII and (ii) with respect to 9.2 shall relieve any liabilities or damages incurred or suffered by a party as a result from any liability for any breach of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.19.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of BackWeb Parent or the Company Lanacom, or their respective officers officers, directors or directors except (i) with respect shareholders; provided, however, that each party shall remain liable for any breaches of this Agreement prior to the last sentence of Section its termination; and provided further that, Sections 5.2, Section 5.65.3, this Section 7.2 5.4, Article IX and Article VIII X of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and 9.1 there shall be no liability or obligation under this Agreement on the part of Parent Parent, Merger Sub or the Company or any of their respective officers or directors representatives, and all rights and obligations of each party hereto shall cease, except (i) with respect to the last sentence of Section 5.2as set forth in Sections 6.2, Section 5.67.14, 9.3 and 10.1; provided, however, that nothing in this Section 7.2 and Article VIII and (ii) with respect to Agreement shall relieve any liabilities or damages incurred or suffered by a party as a result of from liability for the willful breach by of any of its representations and warranties or the other party breach of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.19.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent or Parent, Merger Sub, the Company or the Sole Shareholder or any of their respective officers or directors except (i) with respect to the last sentence directors, and all rights and obligations of Section 5.2each party hereto shall cease; provided, Section 5.6however, this Section 7.2 and Article VIII and (ii) with respect to that nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result of from liability for the willful breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) The termination of this Agreement shall be effectuated by the delivery by the party terminating this Agreement to each other party of a written notice of such termination. In the event of the termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.1, this Agreement shall forthwith become void void, and there shall be no liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect neither Parent, Purchaser nor the Company shall be obligated to the last sentence of Section 5.2perform its obligations under this Agreement except as set forth in Sections 5.12, Section 5.67.3 and 8.1, this Section 7.2 and Article VIII and (ii) with respect to nothing herein shall relieve any liabilities party from liability for any willful or damages incurred or suffered by a party as a result material breach of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreementsuch party's representations and warranties .

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and and, except as set forth in Section 8.3 or 8.4, there shall be no liability or obligation on the part of Parent Parent, Merger Sub or the Company Company, or their respective officers respec-tive officers, directors or directors except (i) with respect to stockholders, provided that each party shall remain liable for any breaches of this Agreement before its termination; and provided further that, the last sentence provisions of Section 5.2, Section 5.6, this Section 7.2 Sec-tions 5.4 and Article 5.5 and Articles VIII and (ii) with respect to IX of this Agreement shall remain in full force and effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.. VIII.3

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Buyer or the Company Seller, or their respective officers officers, directory or directors except (i) with respect shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreementtermination.

Effect of Termination. (a) In the event of a valid termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall will forthwith become void and there shall will be no liability or obligation on the part of Parent Parent, Merger Sub, Certain Company Shareholders, or the Company Company, or their respective officers officers, directors or directors except (i) with respect to shareholders or Affiliates or Associates; provided, however, that the last sentence provisions of Section Sections 5.2, Section 5.65.3, 5.4, 8.2, 9.6, 9.9, 9.10 and 9.11 of this Section 7.2 Agreement will remain in full force and Article VIII effect and (ii) with respect to survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of If this Agreement by either the Company or Parent as provided in Section 7.1is terminated pursuant to this Article VIII, this Agreement shall forthwith it will become void and there shall be of no further force and effect, with no liability or obligation on the part of Parent any party to this Agreement (or the Company any stockholder, director, officer, employee, agent or their respective officers or directors except (i) with respect to the last sentence Representative of such party); provided, however, each of this Section 5.28.5, Section 5.6, this Section 7.2 and Article VIII and 8.6 (ii) including with respect to any liabilities or damages incurred or suffered by a party as a result Termination Fee, Parent Expenses and Parent Termination Fee that may be payable pursuant thereto) and Article IX (except Section 9.13), will survive any termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the Company, the Parent or the Company or and Buyer) their respective officers or directors directors, except (i) with respect to for Sections 6.4 and 13.6, and the last sentence of Section 5.26.1, Section 5.6which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Section 7.2 and Article VIII and (ii) with respect Agreement prior to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.termination hereof. ARTICLE XI

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Merger Sub or the Company or their respective officers officers, directors, employees, agents, consultants, representatives or directors except (i) with respect stockholders; provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that the last sentence provisions of Section 5.2Sections 5.5, Section 5.6, this Section 7.2 5.7 and Article VIII of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either Parent or the Company or Parent as provided in Section 7.1pursuant to Article VII, this Agreement shall forthwith become void and there shall be no liability or further obligation on the part of Parent or the Company Company, Parent, Merger Subsidiary or their respective officers or directors (except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Section 8.01, Section 1.10(c), Section 5.03(b) and Section 5.10, all of which shall survive the termination). Nothing in this Section 8.01 shall relieve any party from liability for any breach of any representation, warranty, covenant or agreement of such party contained in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Merger Sub or the Company Company, or their respective officers officers, directors or directors except (i) with respect stockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the last sentence provisions of Section 5.2, Section 5.6, this Section 7.2 Sections 5.3 and Article 5.4 and Articles VIII and IX (iiother than Section 9.1) with respect to of this Agreement shall remain in full force and effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.16.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Merger Sub or the Company Company, or their respective officers officers, directors or directors except (i) with respect to stockholders; provided that, the last sentence provisions of Section 5.2, Section 5.6, Articles VI and VII of this Section 7.2 Agreement shall remain in full force and Article VIII effect and (ii) with respect to survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.18.1, this Agreement shall forthwith become void and of no further force and effect, and there shall be no liability or obligation on the part of Parent or Parent, Merger Sub, the Company or their respective officers or directors under this Agreement except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement(a) the provisions of Section 6.3 relating to the obligations of the parties to keep confidential and not to use certain information obtained from the other party, and (b) the provisions of Sections 6.15 and 8.3 and Article 9.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company Seller or Parent Purchaser, as provided in Section 7.1above, this Agreement shall forthwith become void terminate and there shall be no liability or obligation on the part of Parent any party or the Company or their respective any party's officers or directors directors, except (i) with respect for liabilities arising from a breach of this Agreement prior to such termination; provided, however, that the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result obligations of the willful breach by the other party of any of its covenants or other agreements parties set forth in this AgreementArticle 7 shall survive such termination.

Effect of Termination. (a) In Except as provided in Section 9.01, in the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.18.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent Parent, Merger Sub or the Company or any of their respective officers or directors except (i) with respect to the last sentence directors, and all rights and obligations of Section 5.2each party hereto shall cease, Section 5.6provided, this Section 7.2 and Article VIII and (ii) with respect to however, that nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result of from liability for the willful breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In Except as provided in Section 8.2, in the event of termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.1, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent the Parent, Merger Sub or the Company or any of their respective officers or directors except (i) with respect Representatives, and all rights and obligations of each party hereto shall cease, subject to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result remedies of the willful breach by the other party of any of its covenants or other agreements parties set forth in this Agreement.Sections 7.5(b) and (c);

Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.16.1, this Agreement shall forthwith become void void, and there shall be no liability or obligation on the part of Parent Parent, Buyer, Seller Representative or the Company or or, to the extent applicable, their respective officers officers, directors or directors except equityholders, other than (ia) with respect to the last provisions of this Section 6.2, the second sentence of Section 5.24.3(a), Section 5.64.5, this Section 7.2 6.3 and Article VIII 8, and (iib) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party liability of any Party for any willful or intentional material breach of its covenants or other agreements set forth in this AgreementAgreement prior to such termination.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the Company, the Parent or the Company or and Acquisition) their respective officers or directors directors, except (i) with respect to for Sections 7.7 and 13.6 and the last sentence of Section 5.27.1, Section 5.6which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Section 7.2 and Article VIII and (ii) with respect Agreement prior to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreementtermination hereof.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.111.01, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or Parent, Merger Sub, the Company or any of their respective officers and directors or directors any Stockholders except (ia) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in Section 12.01, (b) that nothing herein shall relieve either party from liability for any willful breach of this Agreement and (c) as set forth in the Confidentiality Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the Company, the Parent or the Company or and Buyer) their respective officers or directors directors, except (i) with respect to for Sections 6.4 and 13.6, and the last sentence of Section 5.26.1, Section 5.6which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Section 7.2 and Article VIII and (ii) with respect Agreement prior to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.termination hereof. ARTICLE XI INDEMNIFICATION; SURVIVAL OF

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Healtheon, Acquisition Sub or the Company Company, or their respective officers officers, directors, shareholders or directors except (i) with respect Members; PROVIDED, that each party shall remain liable for any breaches of this Agreement prior to its termination; and PROVIDED FURTHER, that, the last sentence provisions of Section 5.2, Section 5.6, this Section 7.2 Sections 5.3 and 5.4 and Article VIII of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall terminate; provided, however, that: (a) In the event of termination of this Agreement by either neither the Company or nor Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no relieved of any obligation or liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to arising from any liabilities or damages incurred or suffered by a party as a result of the willful prior breach by the other such party of any provision of its covenants or other agreements this Agreement; and (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this AgreementSection 10.

Effect of Termination. Except for any willful and material breach of this Agreement by any party hereto (a) In which breach and liability therefor shall not be affected by the event of termination of this Agreement), if this Agreement is terminated by either the Company or Parent as provided in Section 7.19.1, this Agreement shall forthwith become void and there shall be have no further effect, without any liability or obligation on the part of Parent Parent, Merger Subsidiary or the Company or their respective officers or directors except (i) with respect to Company, other than the last sentence provisions of Section 5.24.1(o), Section 5.64.2(i), Section 7.4, this Section 7.2 9.2, Section 9.5 and Article VIII Sections 10.5 and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement10.6.

Effect of Termination. (a) In the event of a termination of this Agreement by either the Company or Parent as provided in Section 7.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, the Sub, the Company or the Company Public Sub or their respective officers or directors directors, except (i) with respect to the last sentence of as provided in Section 5.210.1; provided, Section 5.6however, this Section 7.2 and Article VIII and (ii) with respect to that nothing herein shall relieve any liabilities or damages incurred or suffered party for liability for any willful breach by a party as a result of the willful breach by the other party of any hereto of its covenants representations, warranties, covenants, obligations or other agreements set forth in this Agreementagreements.

Effect of Termination. (a) In the event of termination of If this Agreement by either the Company or Parent as provided is terminated in accordance with Section 7.16.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Merger Sub or the Company or their respective officers officers, directors, shareholders or directors except Affiliates; and provided, however, that each party hereto shall remain liable for any breaches of this Agreement prior to its termination; and provided, further, that the Confidentiality Agreement and the provisions of Sections 4.16 and 6.2 and ARTICLE 8 (ibut excluding Section 8.1) with respect to the last sentence shall remain in full force and effect and survive any termination of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall terminate; provided, however, that: (a) In the event of termination of this Agreement by either neither the Company or nor Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no relieved of any obligation or liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to arising from any liabilities or damages incurred or suffered by a party as a result of the willful prior breach by the other such party of any provision of its covenants or other agreements this Agreement; (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this AgreementSection 10; and (c) the Company shall, in all events, remain bound by and continue to be subject to Section 5.5.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or Parent, Merger Sub, the Company or their respective officers officers, directors, stockholders or directors affiliates, except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered extent that such termination results from the breach by a party as a result of the willful breach by the other party hereto of any of its representations, warranties, covenants or other agreements set forth in this Agreement, and, provided that the provisions of Sections 5.3(b), 5.5 and 5.19 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. (a) In Except as provided in SECTION 8.05 and SECTION 9.01, in the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1pursuant to SECTION 8.01, this Agreement shall forthwith become void and void, there shall be no liability or obligation under this Agreement on the part of Parent Parent, Merger Sub or the Company or any of their respective officers or directors except (i) with respect to the last sentence directors, and all rights and obligations of Section 5.2each party hereto shall cease; provided, Section 5.6however, this Section 7.2 and Article VIII and (ii) with respect to that nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result of from liability for the willful breach by the other party of any of its representations and warranties, or breach of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.17.02, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Purchaser or the Company Seller, or their respective officers officers, directors or directors except (i) with respect stockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the last sentence provisions of Section 5.2Sections 5.04, Section 5.6, 5.12 and this Section 7.2 Article VII of this Agreement shall remain in full force and Article VIII effect and (ii) with respect to survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.18.01, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent any party hereto or any of its affiliates, directors, officers or stockholders or shareholders except that the Company or their respective officers Parent may have liability or directors except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party obligations as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this AgreementSection 8.03 and as set forth in or contemplated by Section 8.01 hereof. Notwithstanding the foregoing, nothing herein shall relieve the Company or Parent from liability for any willful breach hereof or willful misrepresentation herein.

Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void be of no further force or effect and there shall be no liability or obligation on the part of Parent or the Company or their respective Subsidiaries, officers or directors directors, except (i) with respect to the last sentence of as set forth in Section 5.2, Section 5.65.4(a), this Section 7.2 7.2, Section 7.3 and Article VIII VIII, each of which shall survive the termination of this Agreement and (ii) with respect to nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the willful breach by parties contained in the other party Confidentiality Agreement, all of any which obligations shall survive termination of its covenants or other agreements set forth this Agreement in this Agreementaccordance with their terms.

Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall terminate; provided, however, that: (a) In the event of termination of this Agreement by either neither the Company or nor Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no relieved of any obligation or liability or obligation on the part of Parent or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to arising from any liabilities or damages incurred or suffered by a party as a result of the willful prior breach by the other such party of any provision of its covenants or other agreements this Agreement; (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this AgreementSection 10; and (c) the Company shall, in all events, remain bound by and continue to be subject to Section 5.3.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or Parent, Merger Sub, the Company or the Shareholders or their respective officers officers, directors or directors Shareholders, except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered extent that such termination results from the breach by a party as a result of the willful breach by the other party hereto of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.110.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Merger Subsidiary or the Company Company, or their respective officers subsidiaries, officers, directors or directors except (i) with respect to stockholders, provided that the last sentence provisions of Section 5.2, Section 5.6, this Section 7.2 Sections 7.3 and 7.4 and Article VIII X of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of a termination of --------------------- this Agreement by either the Company or Parent as provided in Section 7.111 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of Parent Parent, Merger Sub or the Company or their respective officers or directors except (i) with respect to the last sentence of Section 5.2Shareholder thereafter; provided, Section 5.6however, this Section 7.2 and Article VIII and (ii) with respect to that -------- nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result of the for liability for any willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.hereof prior to such termination

Effect of Termination. (a) In the event of termination of this Agreement by either the Company Seller Parent or the Purchaser Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or any Party to any other Party under this Agreement, except that the Company or their respective officers or directors except (i) with respect to the last sentence provisions of Section 5.2, Section 5.6, this Section 7.2 8.2 and Article VIII XI shall continue in full force and (ii) with respect to effect and except that nothing herein shall relieve any liabilities or damages incurred or suffered by a party as a result Party from liability for any breach of the willful breach by the other party of any of its covenants or other agreements set forth in this AgreementAgreement before such termination.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Buyer, Merger Sub or the Company Company, or their respective officers subsidiaries, officers, directors or directors stockholders except (i) with respect to as provided in this Section 8.3 and except that nothing herein shall relieve any party from liability for breach of this Agreement and provided, further, that the last sentence provisions of Section 5.2, Section 5.65.5, this Section 7.2 8.3 and Article VIII 9 of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1Agreement, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any of the parties hereto or (in the case of the Company, the Parent or the Company or and Buyer) their respective officers or directors directors, except (i) with respect to for Sections 6.4 and 13.6, and the last sentence of Section 5.26.1, Section 5.6which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this Section 7.2 and Article VIII and (ii) with respect Agreement prior to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreementtermination hereof.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Company, Parent or the Company or their respective officers or directors Merger Sub except (i) with respect to the last sentence of Section 5.2Sections 6.7, Section 5.66.8, this Section 7.2 8.2 and Article VIII IX, which shall survive termination and (ii) with respect to any liabilities or for damages incurred or suffered by a party Party as a result of the willful breach by the other party another Party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of the termination of this Agreement by either the Company or Parent as provided in pursuant to Section 7.16.1, this Agreement (other than this Section 6.2 and Sections 4.5 and 6.3, which shall survive such termination) will forthwith become void void, and there shall will be no liability or obligation Liability on the part of Company, Parent or the Company Merger Sub or any of their respective officers officers, directors, stockholders or directors agents and all rights and obligations of any party hereto will cease, except (i) with respect to the last sentence that no party shall be relieved of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the Liability arising from any willful breach by the other such party of any provision of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith immediately become void and there shall be no liability or obligation on the part of Parent Parent, Merger Sub or the Company Company, or their respective officers officers, directors, stockholders or directors Affiliates, except (i) with respect to the last sentence of as set forth in Section 5.2, Section 5.6, this Section 7.2 7.3 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by except that such termination shall not limit liability for a party as a result of the willful breach by of this Agreement; provided that, the other party provisions of Section 7.3 of this Agreement and the Confidentiality Agreement shall remain in full force and effect and survive any termination of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In Except as provided in SECTION 9.1, in the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1pursuant to SECTION 8.1, this Agreement shall will forthwith become void and void, there shall will be no liability or obligation under this Agreement on the part of Parent Parent, Merger Sub or the Company or any of their respective officers or directors except (i) with respect to the last sentence directors, and all rights and obligations of Section 5.2each party hereto will cease; provided, Section 5.6however, this Section 7.2 and Article VIII and (ii) with respect to that nothing herein will relieve any liabilities or damages incurred or suffered by a party as a result of from liability for the willful breach by the other party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or First Virtual, DBits, the Company Majority Members, or their respective officers officers, directors, Manager, Members or directors except (i) with respect stockholders; provided, however, that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided, further, that the last sentence provisions of Section 5.2Sections 5.4, Section 5.65.5, this Section 7.2 5.6 and Article VIII VII of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Buyer or the Company Seller, or their respective officers officers, directors or directors except (i) with respect shareholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the last sentence provisions of Section 5.2Sections 4.2, Section 5.64.3, this Section 7.2 5.3, 5.4, 5.5 and Article VIII 8 of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void be of no further force or effect, and there shall be no liability or obligation on the part of Parent or Parent, the Company Company, Merger Sub or their respective officers officers, directors or directors stockholders, except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of extent that such liability results from the willful breach by the other a party of any of its covenants or other agreements set forth in this Agreement; provided, however, that the provisions of Section 10 and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement.

Effect of Termination. (a) In the event of termination of If this Agreement by either the Company or Parent is terminated as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Parent, Merger Sub or the Company Company, or their respective officers officers, directors or directors except (i) with respect to stockholders, provided that the last sentence provisions of Section 5.2Sections 5.3, Section 5.6, this Section 7.2 5.4 and Article 5.5 and Articles VIII and (ii) with respect to IX of this Agreement shall remain in full force and effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.. 8.3

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Tarantella, Merger Sub or the Company New Moon, or their respective officers officers, directors or directors except (i) with respect shareholders, provided that, each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the last sentence provisions of Section 5.2, Section 5.6, this Section 7.2 Sections 5.3 and 5.4 and Article VIII of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1--------------------- prior to Closing, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent Buyer, Seller or the Company Shareholders, or their the respective officers officers, directors or directors except (i) with respect stockholders of Buyer or Seller, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the last sentence provisions of Section 5.2Sections 4.1, Section 5.64.2, 6.2(h), and this Section 7.2 and Article VIII of this Agreement shall remain in full force and (ii) with respect to effect and survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.

Effect of Termination. (a) In the event of termination of this Agreement by either Parent or the Company or Parent Managing General Partner, as provided in Section 7.17.01, this Agreement shall forthwith become void and there shall be have no liability effect, and none of the parties, or obligation on the part any of Parent or the Company or their respective officers Affiliates, shall have any liability of any nature whatsoever hereunder, or directors in connection with the transactions contemplated hereby, except (i) with respect to that the last sentence provisions in this Agreement that survive the termination of Section 5.2this Agreement shall remain in full force and effect. Notwithstanding any termination of this Agreement, Section 5.6, the provisions of this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement7.02 shall survive.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1SECTION 10.1, this Agreement shall forthwith will become void and there shall will be no liability or further obligation hereunder on the part of Parent Parent, Buyer or the Company Selling Parties or their respective officers shareholders, members, officers, or directors directors, except (i) with respect to the last sentence of Section 5.2, Section 5.6, this Section 7.2 and Article VIII and (ii) with respect to any liabilities or damages incurred or suffered by a each party as a result of the willful breach by the other party of any of will remain obligated for its covenants or other agreements set forth in this Agreementobligations under SECTION 6.4.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.18.1 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent or Parent, Sub, the Company Company, the Stockholders, the Principal, or their respective officers officers, directors or directors except (i) with respect shareholders; provided, however, that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further, however, that, the last sentence provisions of Section 5.25.4, Section 5.65.5 and Section 5.6 hereof, Article IX hereof and this Section 7.2 8.2 shall remain in full force and Article VIII effect and (ii) with respect to survive any liabilities or damages incurred or suffered by a party as a result termination of the willful breach by the other party of any of its covenants or other agreements set forth in this Agreement.