Common use of Procedure and Effect of Termination Clause in Contracts

Procedure and Effect of Termination. In the event of termination pursuant to Section 6.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 11.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability or recourse on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party Party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right Agreement prior to enforce all available remedies, at law or in equitytermination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 hereof11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by any of the parties hereto. If , except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and 17.7 shall survive the termination of this Agreement is terminated as provided herein, no party hereto and except that such termination shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will not relieve any party from hereto of any liability for any willful breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 10.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any Party hereto except (a) this Section 10.2 and the obligations set forth in Article 11 hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right Agreement prior to enforce all available remedies, at law or in equitytermination.

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 6.1 hereof9.1, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate terminate, and in each case the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If , and there shall be no liability on the part of the parties, except as set forth in Section 7.1, which Section shall survive the termination of this Agreement is terminated as provided herein, no party hereto and except that the foregoing shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will not relieve any party from liability for any damages actually incurred as a result of breach by it of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 6.1 11.1 hereof, written notice thereof shall forthwith be given by the party so terminating to the other parties hereto and this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by any the Company, SKT, EarthLink, Parent, and Virgin Group; provided, however, that Section 9.5, Section 9.7, this Section 11.2, Section 11.3 and Article XIII shall survive termination of the parties heretothis Agreement. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation pursuant to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.Section 11.1 hereof:

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 11.1 hereof, notice thereof shall forthwith be given to all obligations of the other parties hereto and under this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case without liability to any party, except that (i) the obligations set forth in Section 6.1(b) hereof, this Section 11.2 and Article XII shall survive the termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (ii) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right occurring prior to enforce all available remedies, at law or in equitytermination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 9.1 hereof, by one party, written notice thereof shall forthwith be given to the other parties hereto and party, and, except as set forth below, this Agreement shall terminate without further action by any and be void and have no effect except for the provisions of Section 9.4 which shall -62- survive such termination and the parties heretotransactions contemplated hereby shall be abandoned except for the provisions of Section 9.4 which shall survive such termination. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.:

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 hereof8.3, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except (i) the obligations provided for in this Section 8.4 and Sections 6.2(b) and 10.1 hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (ii) nothing herein will shall relieve any party Party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination pursuant to Section 6.1 hereofof this Agreement and abandonment of the transactions contemplated hereby by the parties, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate forthwith become null and void and of no further effect, without further action by any liability on the part of any party or its directors, officers, employees, agents or stockholders, other than the provisions of Section 6.2 concerning confidentiality and the provisions of the parties heretoConfidentiality Agreement. If Nothing in this Agreement is terminated as provided herein, no party hereto Section 8.2 shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from any liability for any willful breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination pursuant to of this Agreement as provided in Section 6.1 hereof11.1, written notice thereof shall forthwith be given by the Party so terminating to the other parties hereto Parties, and this Agreement shall terminate without further action by forthwith become void and there shall be no liability on the part of any Party hereto (or any of the parties hereto. If this Agreement is terminated as provided hereinits Representatives, no party hereto financing sources or Affiliates), except that (i) Section 12.2 and Section 12.4 shall have survive any liability or further obligation to any other party to this Agreement; providedtermination, however, and (ii) nothing herein will shall relieve any party Party from liability for any knowing and intentional breach of this Agreement, and the non-breaching party or parties will have the right Agreement occurring prior to enforce all available remedies, at law or in equitysuch termination.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by the parties hereto pursuant to Section 6.1 7.1 hereof, written notice thereof shall forthwith be given by the party so terminating to the other parties hereto party and this Agreement shall forthwith terminate and shall become null and void and of no further effect, and the transactions contemplated hereby shall be abandoned without further action by any Hanover and the Sellers; provided, however, that Sections 5.1, 5.2 and 5.3, this Section 7.2 and Article VIII shall survive termination of the parties heretothis Agreement. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation pursuant to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.Section 7.1 hereof:

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 8.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except (a) this Section 8.2 and the obligations set forth in Sections 6.2(b) and Section IX hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination pursuant to Section 6.1 7.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.further

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Subject Transactions pursuant to Section 6.1 9.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no Liability on the part of any party hereto except (i) the obligations provided for in this Section 9.2 and Sections 7.7 (Public Announcements), 7.6 (Confidentiality) and Article XI (Miscellaneous) hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (ii) nothing herein will shall relieve any party from liability Liability for any fraud or willful or intentional breach of this Agreement, and the non-breaching party or parties will have the right Agreement prior to enforce all available remedies, at law or in equitysuch termination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 hereof9.1, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without be of no further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability force or further obligation to any other party to this Agreementeffect; provided, however, nothing herein will that any termination pursuant to Section 9.1 shall not relieve any party from hereto of any liability for under Section 9.3 through Section 9.8, as applicable. In addition, in the event of any breach such termination, all filings, applications and other submissions made pursuant to this Agreement or prior to the execution of this AgreementAgreement in contemplation thereof shall, and to the non-breaching party extent practicable, be withdrawn from the agency or parties will have the right other entity to enforce all available remedies, at law or in equitywhich made.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 hereof10.1, written notice thereof of such termination shall forthwith promptly be given by the terminating party to the other parties hereto parties, and this Agreement shall upon that notice terminate and become void and have no effect, and the transactions contemplated by this Agreement shall be abandoned without further action by any the parties, except that the provisions of the parties hereto. If this Confidentiality Agreement is terminated as provided herein, no party hereto and Section 11.5 shall have any liability or further obligation to any other party to survive the termination of this Agreement; provided, however, nothing herein will that such termination shall not relieve any party from of any liability for any breach by it of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. Any party desiring to terminate this Agreement pursuant to Section 7.1 shall give written notice of such termination to the other party or parties, as the case may be, to this Agreement. In the event of the termination of this Agreement and the abandonment of the Merger pursuant to Section 6.1 7.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto except the obligations provided for in Sections 4.6(c), 4.10, this Article 7, Article 8 (in respect of those provisions that survive) and the definitions set forth in Article 9 hereof shall have survive any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach such termination of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination pursuant to Section 6.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by any of the parties hereto. If this Agreement is terminated as provided herein, then no party hereto shall have any liability Liability or further obligation to any other party to this Agreement; providedAgreement resulting from such termination except that no Party waives any Claim against a breaching party to the extent that such termination results from a willful or intentional breach by a party hereto of any of its representations, howeverwarranties, nothing herein will relieve any party from liability for any breach of covenants or agreements set forth in this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.. ARTICLE 12

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 6.1 hereof8.1, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate terminate, and in each case the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated , and there shall be no liability on the part of the parties, except as provided hereinset forth in Section 6.1, no party hereto which Section shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach survive the termination of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 8.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any Party except that (a) the obligations provided for in this Section 8.2, Section 5.2(b), Section 5.5, and Article IX hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party Party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 hereof8.1, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto except that the provisions of Section 9.3 shall have any liability or further obligation to any other party to survive the termination of this Agreement; provided, however, nothing herein will that such termination shall not relieve any party from hereto of any liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 hereof7.3, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except (i) the obligations provided for in this Section 7.4 and 9.1 hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (ii) nothing herein will shall relieve any party Party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 7.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except (a) this Section 7.2 and the obligations set forth in Section 5.2(d), Section 5.2(e) and Article IX hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party Agreement or parties will have impair the right of any party to enforce all available remedies, at law or in equityseek specific performance by the other party of its obligations hereunder.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 8.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except (a) this Section 8.2 and the obligations set forth in Section 6.2(b) hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party Agreement or parties will have impair the right of any party to seek specific performance of any other party to enforce all available remedies, at law or in equityits rights hereunder pursuant to Section 11.16.

Procedure and Effect of Termination. In the event of termination of this Agreement by either or both of Seller and Purchaser pursuant to Section 6.1 hereof9.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto hereto, and this Agreement shall thereupon terminate without and become void and have no further action by any effect, except that the provisions of Sections 10.2 and 10.8 shall survive the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to termination of this Agreement; provided, however, nothing herein will that such termination shall not relieve any party from hereto of any liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination of this Agreement by any party hereto pursuant to Section 6.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto party hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto except that the provisions of Section 12.5 shall have any liability or further obligation to any other party to survive the termination of this Agreement; provided, however, nothing herein will that such termination shall not relieve any party from hereto of any liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated by this Agreement by either or both of the parties pursuant to Section 6.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto party and this Agreement shall terminate and the transactions contemplated by this Agreement shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will that (a) Article 11 shall survive the termination of this Agreement and (b) no such termination shall relieve any party from liability for any Losses arising out of any breach of this Agreement by a party that occurs upon or prior to the termination of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 11.1 hereof, notice thereof shall forthwith be given to all obligations of the other parties hereto and under this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case without liability to any party, except that (i) the obligations set forth in Section 6.1(b) hereof, this Section 11.2 and Article XII shall survive the termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (ii) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right occurring prior to enforce all available remedies, at law or in equity.termination. ARTICLE XII MISCELLANEOUS Section 12.1

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 hereof8.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto party hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto. If , except that the provisions of Sections 5.4, 7.2(a)(1), 7.2(b)(1), 7.3,9.2, 9.3, 9.5, 9.11, and 9.12, this Article 8 and the Nondisclosure Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to survive the termination of this Agreement; provided, however, nothing herein will that such termination shall not relieve any party from hereto of any liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 hereof10.1, written notice thereof of such termination shall forthwith promptly be given by the terminating party to the other parties hereto party, and this Agreement shall upon that notice terminate and become void and have no effect, and the transactions contemplated by this Agreement shall be abandoned without further action by any the parties, except that the provisions of the parties hereto. If this Confidentiality Agreement is terminated as provided herein, no party hereto and Section 11.5 shall have any liability or further obligation to any other party to survive the termination of this Agreement; , provided, however, nothing herein will that such termination shall not relieve any party from of any liability for any breach by it of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 hereofArticle 7.1(b) or (c), the terminating party shall immediately give written notice thereof shall forthwith be given of such termination to the other parties hereto party and this Agreement shall terminate terminate, and the transactions contemplated hereby shall be abandoned, without further action by any of the parties heretoparties. If this Agreement is terminated as provided hereinin this Article 7, no neither party hereto shall will have any liability or further obligation under this Agreement to any other party to party, except as provided in this Agreement; providedArticle 7.2 and Article 8.1, however, and except that nothing herein will relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In (a) Any Party desiring to terminate this Agreement pursuant to Section 8.1 shall give written notice of such termination to the other Parties to this Agreement. Except as set forth in this Section 8.2, in the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to this Section 6.1 hereof8.2, notice thereof (i) each Party’s representations and warranties shall forthwith be given to the other parties hereto and survive any such termination of this Agreement for two (2) years and (ii) that the foregoing termination shall terminate without further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will not relieve any party from liability for Seller of any breach of this Agreementliability, and the non-breaching party damages or parties will have the right to enforce all available remedies, at law or in equity.losses resulting from

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 9.01 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except (a) this Section 9.02 and Article X hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party from liability for any intentional breach of this Agreement, and the non-breaching party Agreement or parties will have Fraud prior to such termination or impair the right of any party to enforce all available remedies, at law or in equityseek specific performance.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated by this Agreement by either or both of the parties pursuant to Section 6.1 hereof10.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto party and this Agreement shall terminate and the transactions contemplated by this Agreement shall be abandoned, without further action by any of the parties hereto; provided, however, that Section 7.2(b), Section 7.3, and Article XI shall survive terminate of this Agreement. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.:

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 11.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any Party hereto except (a) this Section 11.2 and the obligations set forth in Sections 7.2(b) and Article 12 hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right Agreement prior to enforce all available remedies, at law or in equitytermination.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 hereof11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by any of the parties hereto. If , except that the provisions of this Section 11.2 and Sections 13.1, 13.2 and Article XVII (except Section 17.1) shall survive the termination of this Agreement is terminated as provided herein, no party hereto and except that such termination shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will not relieve any party from hereto of any liability for any willful breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 hereof9.1 of this Agreement, written notice thereof shall forthwith be given by the terminating party to the other parties hereto party, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto. If , except that the provisions of this Agreement is terminated as provided herein, no party hereto Article 9 shall have any liability or further obligation to any other party to survive the termination of this Agreement; provided, however, nothing herein will that such termination shall not relieve any party from hereto of any liability for any willful breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby pursuant to this Section 6.1 hereof8, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and have no effect except that (a) the Confidentiality Agreement shall survive any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach termination of this Agreement, and (b) notwithstanding anything to the non-breaching party contrary contained in this Agreement, no Party shall be relieved or parties will have released from any liability or damages arising out of any breach of any covenant or agreement set forth in this Agreement by any Party prior to the right date of termination, unless the termination is effected pursuant to enforce all available remedies, at law or in equitySection 8.3(a)(i).

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 9.1 hereof, written notice thereof shall forthwith be given by the terminating party or parties to the other party or parties hereto hereto, and this Agreement shall thereupon terminate and become void and have no effect and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto except that the provisions of Sections 4.2 and 10.7 hereof shall have any liability or further obligation to any other party to this Agreementsurvive such termination; provided, however, nothing herein will that such termination shall not relieve any party from hereto of any liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 6.1 hereof8.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto party hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by any of the parties hereto. If , except that the provisions of this Section 8.2 and Sections 5.6, 7.2, 7.3, 7.4, Article IX and the Confidentiality Agreement shall survive the termination of this Agreement is terminated as provided herein, no party hereto and except that such termination shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will not relieve any party from hereto of any liability for any willful breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the ----------------------------------- event of termination pursuant to by either party under Section 6.1 hereof14.1(b) or Section 14.1(c), written notice thereof shall forthwith be given to the other parties hereto party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any either party, upon delivery of such notice, except that the parties hereto. If this Confidentiality Agreement is terminated as provided hereinshall survive in accordance with its terms and Section 14.2, no party hereto Section 14.3 and Article XV shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equityalso survive such termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 8.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except (a) the obligations provided for in this Section 8.2, Section 5.2(b), Section 5.5, Section 5.7 and ARTICLE IX hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party from liability Liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Contemplated Transactions pursuant to Section 6.1 9.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except that (A) the obligations provided for in Section 10.1 and Section 10.2 hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (B) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 hereof7.1, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except (a) the obligations provided for in Sections 7.2, 5.4 and Article IX shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. (a) In the event of termination of this Agreement pursuant to Section 6.1 hereofthis Article VII, the terminating Party shall forthwith give written notice thereof shall forthwith be given to the other parties hereto Party and this Agreement shall terminate terminate, and the transactions contemplated hereby shall be abandoned, without further action by any of the parties heretoParties. If this Agreement is terminated as provided hereinNotwithstanding the foregoing, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach the provisions of this Agreement, Section 7.2(a) and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equityArticle VIII shall survive any such termination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 hereof7.1, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except (a) the obligations provided for in this Sections 8.2, 5.2(b) and 5.5 and Article IX shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination (c) A Party seeking to terminate this Agreement pursuant to Section 6.1 hereof, 9.1 shall deliver written notice thereof shall forthwith be given of such termination to each of the other parties hereto Parties, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by any Party, except that the provisions of Sections 6.1(e), 6.5 and this 9.2 and Articles X and XIII shall survive the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to termination of this Agreement; provided, however, nothing herein will that such termination shall not relieve any party from liability for Party of any breach Liability that arose prior to the date of this Agreementtermination or, and the non-breaching party or parties will have the right with respect to enforce all available remediesthose provisions that survive termination, at law or in equitythat arises after such termination.

Procedure and Effect of Termination. In the event of termination of this Agreement, pursuant to Section 6.1 hereof11.1, written notice thereof shall will forthwith be given by the terminating party to the other parties hereto party specifying the basis for such termination, and this Agreement shall will thereupon terminate and become void and have no effect, and the transactions contemplated hereby will be abandoned without further action by any the parties, except that the provisions of Section 12.3 will survive the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to termination of this Agreement; provided, however, nothing herein that termination of this Agreement will not relieve any party from of any liability for any breach of this Agreement, and occurring prior to the non-breaching party or parties will have the right to enforce all available remedies, at law or in equitytermination.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated by this Agreement pursuant to Section 6.1 7.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no Liability on the part of any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto except (a) the provisions and obligations provided for in Section 1.1, Section 5.4, Section 5.5, this Section 7.2, and Article IX hereof shall have survive any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach such termination of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 6.1 8.1 hereof, notice thereof shall forthwith be given to the other parties hereto and this Agreement shall terminate without further action by become void and there shall be no liability on the part of any party hereto except (a) this Section 8.2 and the obligations set forth in Sections 6.2(b) and Article IX hereof shall survive any such termination of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, and (b) nothing herein will shall relieve any party from liability for any breach of this Agreement, and the non-breaching party Agreement or parties will have impair the right of any party to seek specific performance of any other party to enforce all available remedies, at law or in equityits rights hereunder pursuant to Section 11.16.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 hereof11.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the Transaction shall be abandoned without further action by any of the parties hereto. If , except that the provisions of this Section 11.2 and Sections 12.2, 13.1, 13.2 and 14.6 shall survive the termination of this Agreement is terminated as provided herein, no party hereto and except that such termination shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will not relieve any party from hereto of any liability for any willful breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.

Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 6.1 10.1 hereof, by one party, written notice thereof shall forthwith be given to the other parties hereto party, and, except for the second and third sentences of Section 2.2(b), Section 6.2 and Article XI of this Agreement (each of which shall survive the termination of this Agreement), and except as set forth below, this Agreement shall terminate without further action by any of and be void and have no effect and the parties heretotransactions contemplated hereby shall be abandoned. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, nothing herein will relieve any party from liability for any breach of this Agreement, and the non-breaching party or parties will have the right to enforce all available remedies, at law or in equity.: