Common use of Notice of Termination; Effect of Termination Clause in Contracts

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination). In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 and Sections 10.1 through 10.9, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from liability for any breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties contained in the Confidentiality Agreement, all of the obligations of which shall survive termination of this Agreement in accordance with its terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(e) or Section 7.1(f) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 7.2, Section 7.3 and Sections 10.1 through 10.9Article 8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 will be effective immediately upon the delivery of written notice of termination thereof by the terminating Partyparty to the other parties hereto (or, in the case of Purchaser, to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d7.1(f) or Section 9.1(e) based 7.1(g), on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of terminationthe date specified therein). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 7.2, Section 7.3 and Sections 10.1 through 10.9Article 8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any Subject to Section 8.1(b)(iii), any proper termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in under Section 9.18.1, this Agreement shall be of no further force or effecteffect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties hereto, except (i) as set forth in Section 9.1, this Section 9.2 and Sections 10.1 through 10.98.2, Section 8.3 and/or Article IX, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any Party party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.01 will be effective immediately upon (or in the case of termination pursuant to Section 7.01(e) or 7.01(f), on the date specified therein) the delivery of written notice of termination thereof by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.01, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 7.02, Section 7.03 and Sections 10.1 through 10.9Article VIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this ------------------------------------------- Agreement properly made under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effecteffect and there shall be no liability hereunder on the part of Talarian, TIBCO, Merger Sub or their respective officers or directors, except (i) as set forth in Section 9.1, this Section 9.2 7.2, Section 7.3 and Sections 10.1 through 10.9Article VIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effecteffect and there shall be no liability or obligation on the part of TEAM, Merger Sub, Vsource or any of their officers, directors or agents, except (i) as set forth in Section 9.15.3, Section 5.5, this Section 9.2 7.2, Section 7.3 and Sections 10.1 through 10.9Article VIII (General Provisions), each of which shall remain in force and survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper -------------------------------------------- termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, and there shall be no obligation or liability on the part of Parent, Merger Sub, Company, or any of their respective officers, directors, securityholders or affiliates, except (i) as set forth in Section 9.15.7, this Section 9.2 7.2, Section 7.3 and Sections 10.1 through 10.9Article 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any fraud or, notwithstanding Section 7.6, willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 11.1 will be effective immediately upon (or if the termination is pursuant to Section 11.1(e) or 11.1(f) and the proviso therein is applicable, ten (10) days after) the delivery of written notice of termination thereof by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.111.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 11.2, Section 11.3 and Sections 10.1 through 10.9Article XII (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties contained in the Confidentiality Agreement, all of the obligations of which shall survive termination of this Agreement in accordance with its terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 will or Section 9.2 shall be effective immediately upon the delivery of written notice of termination by the terminating Partyparty to the other parties hereto (or, if all of the conditions therefor are satisfied, upon the expiration of any relevant cure period provided for in the case relevant paragraphs of Purchaser, to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) 9.1 or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination9.2). In the event of the termination of this Agreement as provided in Section 9.19.1 or Section 9.2, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.19.4 and Article 10, this Section 9.2 and Sections 10.1 through 10.9, “General Provisions,” each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any Party party from liability Liability for any willful breach of this Agreement. No termination any covenant of this Agreement shall affect the obligations or for any intentional or willful act or omission by a party which renders any representations or warranties of the Parties contained in the Confidentiality Agreement, all of the obligations of which shall survive termination of this Agreement in accordance with its termssuch party untrue.

Notice of Termination; Effect of Termination. Any proper termination of this -------------------------------------------- Agreement under Section 9.1 7.1 will be effective immediately upon (or if the termination is pursuant to Section 7.1(e) or 7.1(f) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of termination thereof by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 7.2, Section 7.3 and Sections 10.1 through 10.9Article 8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality AgreementAgreements, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, other parties hereto (or such later time as may be contemplated by Sections 7.1(e) and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination7.1(f)). In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effecteffect and no party hereto shall have any liability hereunder, except (i) as set forth in Section 9.15.3(c), this Section 9.2 7.2, Section 7.3, Section 7.6 and Sections 10.1 through 10.9Article X (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any willful breach of this Agreement. No termination This Section 7.2 shall not impair the right of this Agreement shall affect the any party to compel specific performance by another party of its obligations of the Parties contained in the Confidentiality Agreement, all of the obligations of which shall survive termination of this Agreement in accordance with its termshereunder.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of a written notice of termination the terminating party to the other parties hereto, which notice shall specify the subsection claimed by the terminating Party, in party to be the case of Purchaser, basis for the termination and shall describe the facts giving rise to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)claimed by the terminating party. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.15.2(a), this Section 9.2 7.2, Section 7.3 and Sections 10.1 through 10.9Article VIII, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any Party party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper valid termination of this Agreement under Section 9.1 8.1 will be effective immediately upon the delivery of a valid written notice of termination by the terminating Party, in the case of Purchaser, party to the Companyother party or parties hereto, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)applicable. In the event of the valid termination of this Agreement as provided in Section 9.18.1, this Agreement shall be of no further force or effecteffect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, consultant or representative of such party or parties) to the other party or parties hereto, as applicable, except (i) as set forth in Section 9.16.5(a), this Section 9.2 8.2, Section 8.3 and Sections 10.1 through 10.9Article IX, each of which shall survive the termination of this Agreement; provided, and (ii) however, that nothing herein shall relieve any Party party from liability to another party for any fraud or willful breach of this Agreement. No In addition, the parties acknowledge and agree that no termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 8.01 above will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in under Section 9.18.01, this Agreement shall be of no further force or effecteffect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties hereto, except (i) as set forth in Section 9.1, this Section 9.2 8.02, Section 8.03 and Sections 10.1 through 10.9Article 9, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any Party party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 and Sections 10.1 through 10.9Article 10, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any willful breach of any covenant of this AgreementAgreement or for any intentional or willful act or omission by a party which renders any representations or warranties of such party untrue. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any Subject to Section -------------------------------------------- 8.1(b)(iii), any proper termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in under Section 9.18.1, this Agreement shall be of no further force or effecteffect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties hereto, except (i) as set forth in Section 9.1, this Section 9.2 and Sections 10.1 through 10.98.2, Section 8.3 and/or Article IX, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any Party party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of ------------------------------------------- this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effecteffect and there shall be no liability hereunder on the part of Target, Parent, Merger Sub or their respective officers or directors, except (i) as set forth in Section 9.15.13(b), this Section 9.2 7.2, Section 7.3 and Sections 10.1 through 10.9Article VIII (Miscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality AgreementAgreements or the Convertible Promissory Notes entered into pursuant to Section 5.13, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 10.1 above will be effective immediately upon (or, if the termination is pursuant to Section 10.1(d) or Section 10.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.110.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 10.2, Section 10.3 and Sections 10.1 through 10.9Article XI (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.01 will be effective immediately upon (or if the termination is pursuant to Section 7.01(e) or 7.01(f) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of termination thereof by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.01, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 7.02, Section 7.03 and Sections 10.1 through 10.9Article VIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this -------------------------------------------- Agreement under pursuant to Section 9.1 will 7.1 hereof shall be effective immediately upon the ----------- delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) other party or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)parties hereto. In the event of the termination of this Agreement as provided in pursuant to Section 9.17.1 hereof, this Agreement shall be of no further force or effect, ----------- except (i) as set forth in Section 9.1, this Section 9.2 7.2, and Sections 10.1 through 10.9as set forth in Section 7.3 and ----------- ----------- Article VIII (miscellaneous) hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party hereto from any liability for any willful or intentional breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties hereto contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) hereof and the proviso therein is applicable, thirty (30) calendar days after) the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1 hereof, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 7.2, Section 7.3 hereof and Sections 10.1 through 10.9Article VIII hereof, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any intentional or willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination -------------------------------------------- of this Agreement under Section 9.1 will shall be effective immediately upon the delivery of written notice of termination by the terminating Partyparty to the other parties hereto (or, if all of the conditions therefor are satisfied, upon the expiration of any relevant cure period provided for in the case relevant paragraphs of Purchaser, to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination9.1). In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 and Sections 10.1 through 10.9Article 11, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any Party party from liability Liability for any willful breach of this Agreement. No termination any covenant of this Agreement shall affect the obligations or for any intentional or willful act or omission by a party which renders any representations or warranties of the Parties contained in the Confidentiality Agreement, all of the obligations of which shall survive termination of this Agreement in accordance with its termssuch party untrue.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of a valid written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other party hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (ia) as set forth in Section 9.17.3(a) with respect to confidentiality, this Section 9.2 9.2, Section 9.3 and Sections 10.1 through 10.9Article XI (other than Section 11.18, which shall be of no further force or effect), each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any Party party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 7.1 will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other parties hereto. In the event of the termination of this Agreement as provided in Section 9.17.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 7.2, Section 7.3 and Sections 10.1 through 10.9Article 8, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party party from liability for any willful breach of any covenant of this AgreementAgreement or for any intentional or willful act or omission by a party which renders any representations or warranties of such party untrue. No termination of this Agreement shall affect the obligations of the Parties parties contained in the -52- 57 Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 8.1 will be effective (subject to the cure periods provided above) immediately upon the delivery of a valid written notice of termination by the terminating Party, in the case of Purchaser, party to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)other party hereto. In the event of the termination of this Agreement as provided in Section 9.18.1, this Agreement shall be void and of no further force or effecteffect and neither party shall have any liability hereunder, except (ia) as set forth in Section 9.15.3(a), this Section 9.2 8.2, Section 8.3 and Sections 10.1 through 10.9Article IX, each of which shall survive the termination of this Agreement, Agreement and (iib) nothing herein shall relieve any Party party from liability for breach of any covenant set forth in Article IV or Article V of this Agreement or fraud or any willful and knowing breach of this Agreement; provided, however, that the Company shall have no liability for any corrections, supplements or unknown omissions made pursuant to Section 4.2 upon termination of this Agreement. No termination of this Agreement shall affect the obligations of the Parties parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of The Party terminating this Agreement under pursuant to Section 9.1 will be effective immediately upon the delivery of (other than pursuant to Section 9.1(a)) shall deliver prompt written notice of termination by the terminating Party, in the case of Purchaser, thereof to the Company, other Parties setting forth in reasonable detail the provision of Section 9.1 pursuant to which this Agreement is being terminated and in the case of facts and circumstances forming the Company, to Purchaser (it being understood that, in the case of any basis for such termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)such provision. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect; provided, except however, that (i) as set forth in Section 9.1, this Section 9.2 9.2, Section 9.3, and Sections 10.1 through 10.9, each of which Section 10 shall survive the termination of this AgreementAgreement and shall remain in full force and effect, and (ii) nothing herein shall relieve any Party from liability for any breach of this Agreement. No the termination of this Agreement shall affect the obligations of the Parties contained in the Confidentiality Agreement, all of the obligations of which shall survive termination not relieve any Party for its fraud or from any liability for any Willful Breach of this Agreement in accordance with its termsAgreement.

Notice of Termination; Effect of Termination. Any proper In the event of termination of this Agreement under as provided in Section 9.1 will be effective immediately upon the delivery of written notice of termination by (other than Section 9.1(a)), the terminating Party, in the case of Purchaser, Party shall deliver prompt notice thereof to the Companyother Parties, and in specifying the case of the Company, to Purchaser (it being understood that, in the case of any termination provisions hereof pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which such termination is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination)made. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.16.2(a), Section 6.3, this Section 9.2 and Sections 10.1 through 10.9Article X, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any Party from liability Liability for any breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties contained in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of written notice of termination by the terminating Party, in the case of Purchaser, to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination). In the event of the termination of this Agreement as provided in pursuant to Section 9.18.1 hereof, this Agreement shall be of no further force or effecteffect without liability of any party or parties hereto, as applicable (or any stockholder, director, officer, employee, agent, consultant or representative of such party or parties) to the other party or parties hereto, as applicable, except (i) as set forth in Section 9.16.5(a), this Section 9.2 8.2, and Sections 10.1 through 10.9Section 8.3 and Article IX hereof, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any Party party or parties hereto, as applicable, from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the Parties contained parties hereto set forth in the Confidentiality Agreement, all of the which obligations of which shall survive termination of this Agreement in accordance with its their terms.

Notice of Termination; Effect of Termination. Any proper termination -------------------------------------------- of this Agreement under Section 9.1 will be effective immediately upon the delivery of written notice of termination by the terminating Partyparty to the other parties hereto (or, if all the conditions therefor are satisfied, upon the expiration of any relevant cure period provided for in the case relevant paragraphs of Purchaser, to the Company, and in the case of the Company, to Purchaser (it being understood that, in the case of any termination pursuant to Section 9.1(d) or Section 9.1(e) based on any breach or inaccuracy which is curable, delivery of notice of intent to terminate pursuant to Section 9.1(d) or Section 9.1(e) shall not be construed as notice of termination9.1). In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 9.1, this Section 9.2 and Sections 10.1 through 10.9Section 11, each of which shall survive the termination of this Agreement, Agreement and (ii) nothing herein shall relieve any Party party from liability for any willful breach of this Agreement. No termination any covenant of this Agreement shall affect the obligations or for any intentional or willful act or omission by a party which renders any representations or warranties of the Parties contained in the Confidentiality Agreement, all of the obligations of which shall survive termination of this Agreement in accordance with its termssuch party untrue.