Common use of Procedure and Effect of Termination Clause in Contracts

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

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 Seller and Buyer the parties pursuant to Section 11.110.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby by this Agreement shall be abandoned abandoned, without further action by any of the parties hereto; provided, except that the provisions of Sections 5.1(b(a) and 12.4 Article 11 shall survive the termination of this Agreement; provided, however, that Agreement and (b) no such termination shall not relieve any party hereto from any Losses arising out of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, by a party that occurs upon or prior to the extent practicable, be withdrawn from the agency or other persons to which they were madetermination of this Agreement.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.110.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) and 12.4 Section 11.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 in anticipation of the transactions contemplated hereby shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. (a) In the event of ----------------------------------- termination and abandonment of this Agreement by either or both of Seller and Buyer the transactions contemplated hereby pursuant to Section 11.18.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, to this Agreement and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned abandoned, without further action by either of the parties hereto, except that the provisions of Sections 5.1(b) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filingsno party hereto shall have any liability or further obligation to any other party to this Agreement resulting from such termination, applications except that such termination shall not relieve any party of liability for any pre-termination breach or failure to perform in accordance with the terms hereof, and other submissions made pursuant to the provisions of Sections 3.7 5.13, 5.15, 5.17, 8.1(b), 8.2 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made11.4 shall remain in full force and effect.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either any party or both of Seller and Buyer parties hereto pursuant to Section 11.110.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b4.1(b) and 12.4 11.5 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, herein all filings, applications and other submissions made to any Governmental Authority pursuant to Sections 3.7 and 4.3 this Agreement shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. (a) In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer a party hereto entitled to terminate this Agreement pursuant to Section 11.19.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) ), 9.2(b), and 12.4 Article X shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of any covenant or agreement of such party contained in this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- the termination of this Agreement by either the Company or Purchaser or both of Seller and Buyer them pursuant to Section 11.16.1, written notice thereof shall forthwith be given by the terminating party shall provide written notice of such termination to the other party hereto, and this Agreement shall thereupon terminate and forthwith become void and have no effect, and the transactions contemplated hereby there shall be abandoned without further action by no liability on the parties heretopart of Purchaser or the Company, except that the provisions of as set forth in this Section 6.2 and in Sections 5.1(b4.2(b)-(f) and 12.4 6.3 of this Agreement. The foregoing shall be an exclusive remedy and shall relieve any party for liability for any and all damages actually incurred as a result of any breach of this Agreement or otherwise, except for any deliberate and wilful breach of this Agreement. Sections 4.2(b)-(f), 6.2, 6.3 and Article VIII of this Agreement shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of (a) If this Agreement by either or both of Seller and Buyer is terminated pursuant to Section 11.18.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereupon terminate become null and become void and have no effect, and all obligations of the transactions contemplated hereby Parties hereunder shall be abandoned without further action by the parties heretoterminate, except for those obligations of the Parties set forth this Section 8.2 and ARTICLE IX, which shall remain in full force and effect; provided that the provisions of Sections 5.1(b) and 12.4 nothing herein shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto Party from Liability for any material breach of any liability for any breach of this Agreementits representations, warranties, covenants or other agreements set forth herein. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 this Agreement shall, to the extent practicable, be withdrawn from the agency or other persons Person to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller Xxxxxxxx and Buyer Chevron pursuant to Section 11.18.1, written notice thereof shall forthwith be given by the terminating party to the other party parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(bSection 6.1(b) and 12.4 shall survive the termination of this Agreement; providedPROVIDED, howeverHOWEVER, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 hereto shall, to the extent practicable, be withdrawn from the agency or other persons Person to which they were mademade by the party making such filing, application or other submission.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b5.l(b) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and Section 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either Seller on the one hand or both of Seller and Buyer on the other pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) and 12.4 Section 12.5 shall survive the termination of this Agreement; providedPROVIDED, howeverHOWEVER, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, herein all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 in accordance with Section 3.7(b) shall, to the extent practicable, be withdrawn from the agency or other persons Persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer any party permitted to terminate this Agreement pursuant to Section 11.18.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party heretoparties hereto specifying the provision hereof pursuant to which such termination is made, and this Agreement shall thereupon terminate and forthwith become void and have of no further force and effect, and the transactions contemplated hereby there shall be abandoned without further action by no liability on the part of the parties heretohereto (or their respective officers, directors or affiliates), except as set forth in Sections 1.3, 4.2, 9.1 and 9.10 hereof and except that the provisions of Sections 5.1(b) and 12.4 nothing herein shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any either party hereto of any from liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were madehereof.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b5.l(b) and 12.4 Articles X and XII shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and Section 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.19.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b7.1(b) and 12.4 11.7 shall survive the termination of this Agreement; provided, provided however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 hereto shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller the Company and Buyer pursuant to Section 11.19.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) 3.20 and 12.4 4.7 (Brokers or Finders), 5.4 (Public Announcements; Confidentiality), Article 8 (Survival; Indemnification), 9.3 (Expenses), 10.2 (Governing law), and 10.4 (Notices), and any related definitional, interpretive or other provisions necessary for the logical interpretation of such provisions, shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either Seller or both of Seller and Buyer pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this AgreementAgreement or, except as set forth in Section 12.12, constitute a waiver or bar by any party of any rights or remedies at law or in equity it may have for damages caused by reason of a breach of this Agreement by another party. If this Agreement is terminated as provided herein, herein all filings, applications and other submissions made pursuant to Sections 3.7 3.6(b) and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b5.1(a), 5.8(g) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 3.8 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.111.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) ), 5.7 and 12.4 hereof shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, herein all filings, applications and other submissions made pursuant to Sections 3.7 3.13 and 4.3 hereof shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Buyer and Seller and Buyer pursuant to and in accordance with Section 11.18.01 and this Section 8.02, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement 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 hereto, except that the provisions of Sections 5.1(b) 5.02(b), 8.02 and 12.4 9.01 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller Seller, on the one hand, and Buyer Buyer, on the other hand, pursuant to Section 11.112.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) and 12.4 Section 13.5 shall survive the termination of this Agreement; provided, however, that such termination shall -------- -------- not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, herein all filings, applications and other submissions made pursuant to in accordance with Sections 3.7 3.8(b) and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons Persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller Phillips and Buyer pursuant to Section 11.1Chevron pursuanx xx Xxxtion 8.1, written notice thereof shall forthwith be given by the terminating party to the other party parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(bSection 6.1(b) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 hereto shall, to the extent practicable, be withdrawn from the agency or other persons Person to which they were mademade by the party making such filing, application or other submission.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer the parties pursuant to Section 11.110.1, written notice thereof shall forthwith be given by the terminating party to the other 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 abandoned, and all obligations of the parties heretohereunder will terminate without liability of any party to the other party (except for any liability of any party hereunder for any breach or violation of any agreement, except that the provisions of Sections 5.1(b) and 12.4 shall survive the termination of this Agreementcovenant, representation or warranty prior to such termination); provided, however, that such termination shall not relieve any party hereto the provisions of any liability for any breach Sections 7.2 and 7.4 of this AgreementAgreement and the Confidentiality Agreement will survive the termination and remain in full force and effect thereafter. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shallthis Agreement, to the extent practicable, shall be withdrawn from the agency or other persons person to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- the termination of this Agreement by either the Company or Purchaser or both of Seller and Buyer them pursuant to Section 11.16.1, written notice thereof shall forthwith be given by the terminating party shall provide written notice of such termination to the other party hereto, and this Agreement shall thereupon terminate and forthwith become void and have no effect, and the transactions contemplated hereby there shall be abandoned without further action by no liability on the parties heretopart of Parent, Purchaser or the Company, except that the provisions of as set forth in this Section 6.2 and in Sections 5.1(b4.2(b)-(f) and 12.4 6.3 of this Agreement. The foregoing shall be an exclusive remedy and shall relieve any party for liability for any and all damages actually incurred as a result of any breach of this Agreement or otherwise. Sections 4.2(b)-(f), 6.2, 6.3 and Article VIII of this Agreement shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.112.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b5.1(c) and 12.4 14.5 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, herein all filings, applications and other submissions made pursuant to in accordance with Sections 3.7 3.9(b) and 4.3 4.2 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination or abandonment of this Agreement by either or both of Seller and Buyer Sellers or Buyers pursuant to Section 11.110.1, written notice thereof shall forthwith be given by the terminating party to the other party heretoparty, 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 the parties heretoparties, except that the provisions of this Section and Sections 5.1(b) 4.1(b), (c), (d), (e), (f), 4.9 and 12.4 11.5 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of any covenant or agreement contained in this Agreement. If this Agreement is terminated as provided hereinterminated, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 this Agreement shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller the Company and Buyer pursuant to Section 11.19.1(a), written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) 5.4 (Public Announcements; Confidentiality), 9.3 (Expenses), and 12.4 Article X (as it relates to any other surviving provisions), and any related definitional, interpretive or other provisions necessary for the logical interpretation of such provisions, shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer Philxxxx xxx Chevron pursuant to Section 11.18.1, written notice thereof shall forthwith be given by the terminating party to the other party parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(bSection 6.1(b) and 12.4 shall survive the termination of this Agreement; providedPROVIDED, howeverHOWEVER, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 hereto shall, to the extent practicable, be withdrawn from the agency or other persons Person to which they were mademade by the party making such filing, application or other submission.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller the Representative and Buyer pursuant to Section 11.111.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) 6.1(b), 6.7 and 12.4 12.5 hereof shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, herein all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 this Agreement shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either any party or both of Seller and Buyer parties entitled to terminate this Agreement pursuant to Section 11.19.1, written notice thereof shall forthwith be given by the terminating party to the other party 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 the parties hereto, except that the provisions of Sections 5.1(b) 6.1(b), the last sentence of 6.2(b), 6.2(f), 6.6 and 12.4 10.3 shall survive the termination of this Agreement; provided, however, that that, other than as expressly stated in Section 6.2(e) and Section 9.1(b), such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.112.1, written notice thereof shall forthwith be given by the terminating party Party to the other party heretoParties, and this Agreement shall thereupon terminate and become void and have no further effect, and the transactions contemplated hereby shall be abandoned without further action by the parties heretoParties, except that the provisions of Sections 5.1(b) Section 7.1(b), Section 7.6, ARTICLE XII and 12.4 ARTICLE XIII shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto either Party of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 Section 3.3, Section 4.3, Section 5.1 and 4.3 Section 6.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller Duke and Buyer Phillips pursuant to Section 11.18.1, written notice thereof shall forthwith be given forthwxxx xx xiven by the terminating party to the other party parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby by this Agreement shall be abandoned without further action by the parties hereto, except that the provisions of Sections 5.1(bSection 6.1(b) and 12.4 shall survive the termination of this Agreement; providedPROVIDED, howeverHOWEVER, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, the Governance Agreement shall simultaneously be terminated, and all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 hereto shall, to the extent practicable, be withdrawn from the agency or other persons to which they were mademade by the party making such filing, application or other submission.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller Shareholder and Buyer pursuant to Section 11.19.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party heretohereto specifying the basis for such termination, 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 the parties hereto, except that the provisions of Sections 5.1(b) and 12.4 10.5 hereof shall survive the termination of this Agreement; provided, however, that such termination of this Agreement shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were madebreach.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller Sellers and Buyer pursuant to Section 11.19.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, and the parties hereto waive and release any claim or Action with respect thereto, except that the provisions of Sections 5.1(b) and 12.4 10.5 shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement , which breach is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn not cured within fifteen (15) Business Days following written notice from the agency or other persons to which they were madeparty specifying, in reasonable detail, the nature of such breach.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.16.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b4.1(b) and 12.4 7.7 shall survive the termination of this Agreement; provided, provided however, that such termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 hereto shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller Raytheon and Buyer pursuant to Section 11.112.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b5. l(b) and 12.4 13.4 hereof shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 3.8 and 4.3 hereof shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.111.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) ), 5.7 and 12.4 hereof shall survive the termination of this Agreement; provided, however, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, herein all filings, applications and other submissions made pursuant to Sections 3.7 3.13 and 4.3 hereof shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.. ARTICLE XII

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to clause (b) of Section 11.18.1, written notice thereof shall forthwith be given by the terminating party to the other party hereto, and this Agreement shall thereupon terminate terminate; and become void and have no effectin the event of termination of this Agreement pursuant to clause (a), (c), (d) of Section 8.1, this Agreement shall terminate, and in each case the transactions contemplated hereby shall be abandoned abandoned, without further action by any of the parties hereto, and there shall be no liability on the part of the Stockholder or the Purchaser, except that the provisions of Sections 5.1(b) and 12.4 shall survive the termination of this Agreement; provided, however, that such termination foregoing shall not relieve any party hereto of any from liability for any damages actually incurred as a result of a breach by it of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b) and 12.4 shall survive the termination of this Agreement; providedPROVIDED, howeverHOWEVER, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement. If this Agreement is terminated as provided herein, herein all filings, applications and other submissions made pursuant to Sections 3.7 3.9 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either the Purchaser or both of the Seller and Buyer pursuant to Section 11.16.1, written notice thereof shall forthwith immediately be given by the terminating party to the other party hereto, and this Agreement shall thereupon terminate and become void and have no effectterminate, and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto. Notwithstanding the foregoing, except that the provisions of Sections 5.1(bobligations set forth in Section 4.4 (Confidentiality), Section 4.5 (Public Announcements), and Article 8 (Miscellaneous Provisions) and 12.4 or this Section 6.2 shall survive the termination of this Agreement; provided, however, that such termination and nothing herein shall not relieve any party hereto of any liability for from its obligations with respect to any breach of this AgreementAgreement occurring prior to a termination. If this Agreement is terminated as provided In such event, each party shall, upon request, redeliver all documents, work papers and other material of any other party (and all copies thereof) relating to the transactions contemplated herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shallwhether so obtained before or after the execution hereof, to the extent practicable, be withdrawn from party furnishing the agency or other persons to which they were madesame.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.16.1, written notice thereof shall forthwith be given by the terminating party to the other 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 the parties hereto, except that the provisions of Sections 5.1(b4.1(b) and 12.4 7.7 shall survive the termination of this Agreement; provided, provided however, that such -------- ------- termination shall not relieve any party hereto of any liability for any willful breach of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 hereto shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.

Procedure and Effect of Termination. In the event of ----------------------------------- termination of this Agreement by either or both of Seller and Buyer pursuant to Section 11.18.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party heretoparty, and and, except as set forth below, this Agreement shall thereupon terminate and become be void and have no effect, effect and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except abandoned; provided that the provisions of Sections 5.1(b) and 12.4 shall survive the termination of this Agreement; provided, however, that if such -------- termination shall not relieve any result from the failure of a party hereto to perform a covenant, obligation or agreement in this Agreement or from the breach by Buyer or DuPont of any liability representation or warranty contained herein, such party shall be fully liable for any breach and all damages incurred or suffered by 111 the other party as a result of this Agreementsuch failure or breach. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were made.:

Procedure and Effect of Termination. In the event of ----------------------------------- termination of If this Agreement is terminated by either one or both more of Seller and Buyer pursuant to the parties under Section 11.15.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party hereto, parties and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby Merger shall be abandoned without further action by any of the parties hereto. If this Agreement is validly terminated as provided herein, except that and the provisions of Sections 5.1(b) transactions contemplated hereby are not consummated, this Agreement shall be void and 12.4 no party hereto shall survive the termination of have any liability or further obligation to any other party to this Agreement; provided, however, that such termination shall not relieve any affect (a) the rights and remedies available to a party hereto as a result of any liability for any the breach by the other party or parties hereto, (b) the provisions of this Agreement. If this the Confidentiality Agreement is terminated as provided hereinor Section 8.1 hereof, all filings, applications or (c) the obligations of Buyer and other submissions made pursuant to Sections 3.7 and 4.3 shall, to the extent practicable, be withdrawn from the agency or other persons to which they were madeCompany under Section 5.3 hereof.