Common use of Effects of Termination Clause in Contracts

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b)3.4, this Section 5.2 Article 4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle 6 of this Agreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party Party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b)3.2, Section 4.5, this Section 5.2 and ARTICLE Article VI (other than Sections 6.1 and 6.2Section 6.1) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement the Transaction Documents as provided in Section 5.14.1, this Agreement (other than Section 3.2(b), 3.3 and Article VI of this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsAgreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In Upon the event of any termination of this Agreement as provided in pursuant to Section 5.17.1, this Agreement (other than Section 3.2(b), this Section 5.2 Article 1 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effectArticle 9) shall forthwith become wholly void and of have no further force and or effect; provided that nothing herein no such termination shall relieve any party from Party of liability for willful any breach of this AgreementAgreement prior to such termination.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b)3.2, this Section 5.2 Article 4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle 6 of this Agreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.18.01 of this Agreement, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect (other than Article VIII and Article X, which shall remain in full force and effect); provided that nothing herein shall relieve any party from liability for willful breach breaches of this AgreementAgreement prior to its termination.

Effects of Termination. In the event of any termination of this Agreement as provided in Section SECTION 5.1, this Agreement (other than Section 3.2(b)SECTION 3.2, SECTION 3.3, SECTION 4.3, this Section 5.2 and SECTION 5.2, ARTICLE VI (other than Sections 6.1 and 6.2SECTION 6.1) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section SECTION 5.1, this Agreement (other than Section 3.2(b)SECTION 3.2, SECTION 4.4, this Section 5.2 and SECTION 5.2, ARTICLE VI (other than Sections 6.1 and 6.2SECTION 6.1) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b), 3.1 and Article VI of this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsAgreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, subject to Section 5.3, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticles V and VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful fraud or intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement the Transaction Documents as provided in Section 5.14.1, this Agreement (other than Section 3.2(b), this Section 5.2 Article 4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle 6 of this Agreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement the Transaction Documents as provided in Section 5.14.1, this Agreement (other than Section 3.2(b), Article VI of this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsAgreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b)3.1, this Section 5.2 Article 4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle 6 of this Agreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 Article 5 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle 6, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any the termination of this Agreement as provided in Section 5.18.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, Article IX which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve except, subject to Section 10.16, for liabilities arising in respect of breaches under this Agreement by any party from liability for willful breach prior to such termination and that the obligations set forth in Sections 3.1(c), 5.12 and 7.5 of this Agreement, the last sentence of Section 8.1, Article 9 and Article 10 of this Agreement shall survive such termination.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b)3.2, Section 4.6, this Section 5.2 and ARTICLE Article VI (other than Sections 6.1 and 6.2Section 6.1) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section SECTION 5.1, this Agreement (other than Section 3.2(b)SECTION 3.2, SECTION 3.3, SECTION 4.3, this Section 5.2 and SECTION 5.2, ARTICLE VI (other than Sections 6.1 and 6.2) VII and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effecteffect with respect to the applicable parties and the applicable parties shall be released from all future obligations hereunder; provided that nothing herein shall relieve any such party from liability for willful breach of this AgreementAgreement or liability for any breach of this Agreement occurring prior to such termination.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, subject to Section 5.3, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticles V and VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle V, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any the termination of this Agreement as provided in Section 5.16.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, Article VII which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b), Section 3.3(b) (except, in respect of any party, in connection with litigation against it by the other party or its Affiliates), this Section 5.2 4.2, Section 5.5 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), 3.2 and this Section 5.2 and ARTICLE Article VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effecteffect and there shall be no liability on the part of any party hereto; provided that nothing herein shall relieve any party from liability for willful intentional breach of this AgreementAgreement or for Fraud by such party occurring prior to such termination.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b3.3(b), this Section 5.2 Article 4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle 6 of this Agreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.16.10, this Agreement (other than Section 3.2(b), 4.6 and this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve be deemed to release any party from any liability for willful any material breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.13.1, this Agreement (other than Section 3.2(b), this Section 5.2 Article III and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle IV, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.17.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VIII, which shall remain in full force and effect) shall forthwith become wholly null and void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, subject to Section 5.3, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticles V and VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability (x) for willful fraud or (y) except to the extent set forth in the third sentence of Section 5.3(d) in the case an expense reimbursement is payable by Purchaser, for intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.16.1, this Agreement (other than Section 3.2(b)4.3, this Section 5.2 ARTICLE VI and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsVII, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach breaches of this AgreementAgreement prior to its termination.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 Article V and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. (a) In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.25.3(a) and all applicable defined termsSections 6.2 through 6.16, which shall remain in full force and effectinclusive) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b), Section 3.3(b) (except, in respect of any party, in connection with litigation against it by the other party or its Affiliates), this Section 5.2 4.2, Section 5.6 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b), Section 3.3(b) (except, in respect of any party, in connection with litigation against it by the other party or its Affiliates), this Section 5.2 4.2, Section 5.8 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b3.2 (except in the event of termination pursuant to Section 5.1(d)), this Section 5.2 3.3(b) (except, in respect of any party, in connection with litigation against it by the other party or its Affiliates), Section 4.9 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, however, that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b)4.2, this Section 5.2 Article V, and ARTICLE Article VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this AgreementAgreement or breach of this Agreement prior to any termination hereof.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.17(a), this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.27(b) and all applicable defined termsSection 8, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful and material breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effecteffect and there shall be no liability on the part of any party hereto; provided that nothing herein shall relieve any party from liability for willful intentional and material breach of this AgreementAgreement or for Fraud by such party occurring prior to such termination.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b3.2(c), this Section 5.2 Article V and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, however, that nothing herein shall relieve any party from liability for willful an intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement the Transaction Documents as provided in Section 5.14.1, this Agreement (other than Section 3.2(b), this Section 5.2 Sections 3.2 and ARTICLE VI (other than Sections 6.1 and 6.25.1(d) and all applicable defined termsArticle VI of this Agreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any the termination of this Agreement as provided in Section 5.18.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, Article IX which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 5.3 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this AgreementAgreement or for fraud.

Effects of Termination. (a) In the event of any termination of this Agreement as provided in Section 5.15.1 (except under Section 5.1(b)), no party will have any further rights or obligations under this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful any breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b)3.2, this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.23.3(b) and all applicable defined terms, which shall remain in full force and effectArticle VI) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach , and the rest of this AgreementAgreement shall remain in full force and effect.

Effects of Termination. In the event of any the termination of this Agreement as provided in Section 5.19.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle X, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; , provided that nothing herein shall relieve any party from liability for willful any breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 3.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), Section 4.7, this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from any liability for willful fraud or intentional breach of any representation, warranty, covenant or agreement set forth in this Agreement.. 46

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b), Section 3.3(b) (except, in respect of any party, in connection with litigation against it by the other party or its Affiliates), this Section 5.2 4.2, Section 5.6 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any the termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE Article VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.17(a), this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms8, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this AgreementAgreement prior to such termination.

Effects of Termination. In the event of any the termination of this Agreement as provided in Section 5.17.1, this Agreement (other than Section 3.2(b), this Section 5.2 7.2, Section 7.3 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms8.2 through 8.12, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party from liability for willful any intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.17.1, this Agreement (other than Section 3.2(b)5.12, 5.13, 5.16, this Section 5.2 7.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VIII, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effecteffect with respect to Parent and the applicable Investor(s); provided provided, that nothing herein shall relieve any party Party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b)3.2, Section 3.9, this Section 5.2 Article 4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle 6 of this Agreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party Party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.17.1, this Agreement (other than Section 3.2(b4.2, 4.3(b) (except, in respect of any party, in connection with litigation against it by the other party or its Affiliates), Article VI, this Section 5.2 7.2 and ARTICLE VI (other than Sections 6.1 and 6.2) Article VIII and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this AgreementAgreement or breach of this Agreement prior to any termination hereof.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b)3.2, Section 4.5, this Section 5.2 5.2, and ARTICLE Article VI (other than Sections 6.1 and 6.2Section 6.1) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b)3.2, Section 3.3, Section 4.3, this Section 5.2 and ARTICLE 5.2, Article VI (other than Sections 6.1 and 6.2Section 6.1) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. (a) In the event of any the termination and abandonment of this Agreement as provided in Section 5.1prior to the First Closing pursuant to Article IV, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and have no effect, without any liability on the part of no further force and effect; provided that nothing herein any party hereto or its Affiliates, directors, officers or shareholders, other than the provisions of this Section 4.2 and, if after the First Closing, Article V. Nothing contained in this Section 4.2 shall relieve any party from liability for any willful breach of any covenant or other agreement contained in this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.17(a), this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.26(b) and all applicable defined termsSection 8, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.

Effects of Termination. (a) In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this AgreementAgreement or fraud provided further that the maximum aggregate liability of the Investor and any of its Affiliates arising out of a breach of this Agreement shall not exceed an amount equal to the Purchase Price.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1‎Section 5.3 hereof, this Agreement (other than Section 3.2(bthis ‎Section 5.4), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 Article VI and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VII, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that that, nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.17.1, this Agreement (other than Section 3.2(b5.9 (except in the event of termination pursuant to Section 7.1(d) or 7.1(e), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VIII, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that that, notwithstanding Section 5.9, nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b)4.8, Section 5.2, Section 5.3, this Section 5.2 5.4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein . Termination pursuant to Section 5.1 shall relieve not, under any circumstance, eliminate or otherwise alter either party’s liability to the other party from liability for willful such party’s breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b3.2 (except, in respect of any party, in connection with litigation against it by the other party or its Affiliates), this Section 5.2 4.2, Section 5.4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any the termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE Article VI (other than Sections 6.1 and 6.2) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful intentional breach of this Agreement.. ARTICLE VI MISCELLANEOUS

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), Section 4.7, this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from any liability for willful fraud or intentional breach of any representation, warranty, covenant or agreement set forth in this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.17.1, this Agreement (other than Section 3.2(b)5.12, 5.13, 5.17, this Section 5.2 7.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VIII, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effecteffect with respect to Parent and the applicable Investor(s); provided provided, that nothing herein shall relieve any party Party from liability for willful intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.15.01, this Agreement (other than Section 3.2(b), this Section 5.2 5.02 and ARTICLE VI Article 6 (other than Sections 6.1 and 6.2) and all applicable defined termsexcluding Section 6.16), which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b)3.2, Section 4.3, this Section 5.2 and ARTICLE Article VI (other than Sections 6.1 and 6.2Section 6.1) and all applicable defined terms, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.16.1, this Agreement (other than Section 3.2(b)5.1, this Section 5.2 Article IV and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VIII of this Agreement, which shall remain in full force and effect) shall forthwith become wholly whol- ly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.17(a), this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.27(b) and all applicable defined termsSection 8, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party from liability for willful intentional breach of this AgreementAgreement or fraud.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b)4.8, Section 5.2, Section 5.3, this Section 5.2 5.4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein . Termination pursuant to Section 5.1 shall relieve not, under any circumstance, eliminate or otherwise alter either party’s liability to the other party from liability for willful such party’s breach of this Agreement.. 44

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.18.1, subject to Section 8.3, this Agreement (other than Section 3.2(b), this Section 5.2 Articles VIII and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsIX, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party Party from liability for willful fraud or for a breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 Article V and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, however, that nothing herein shall relieve any party from liability for willful an intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than than, Section 3.2(b)4.8, Section 5.2, Section 5.3, this Section 5.2 5.4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein . Termination pursuant to Section 5.1 shall relieve not, under any circumstance, eliminate or otherwise alter either party’s liability to the other party from liability for willful such party’s breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.18, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.26) and all applicable defined terms, which shall remain in full force and effect) , shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful breach of this Agreement.

Effects of Termination. In the event of any the termination of this Agreement as provided in Section 5.19.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle X, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; , provided that nothing herein shall relieve any party from liability for willful any intentional breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.17(a), this Agreement (other than Section 3.2(b6(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.27(b) and all applicable defined termsSection 8, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for willful and material breach of this Agreement.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.1, this Agreement (other than Section 3.2(b), this Section 5.2 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle VI, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided provided, that nothing herein shall relieve any party from liability for willful intentional breach of this AgreementAgreement or fraud.

Effects of Termination. In the event of any termination of this Agreement as provided in Section 5.14.1, this Agreement (other than Section 3.2(b)3.2, this Section 5.2 Article 4 and ARTICLE VI (other than Sections 6.1 and 6.2) and all applicable defined termsArticle 6 of this Agreement, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided that nothing herein shall relieve any party from liability for fraud or willful breach of this Agreement.. Table of Contents