Effect of Termination. In the event of any termination of this Agreement pursuant to [Section 7.1], this Agreement shall become null and void and have no further effect, with no liability on the part of the Company or the Purchaser, or their respective Affiliates, with respect to this Agreement, except # for the terms of [Section 6.15], [Section 6.17], this [Section 7.2] and [Article 8], which shall survive the termination of this Agreement, and # that nothing in this [Section 7.2] shall relieve any party hereto from liability or damages incurred or suffered by any other party resulting from any intentional # breach of any representation or warranty of such first party or # failure of such first party to perform a covenant thereof. As used in the foregoing sentence, “intentional” shall mean an act or omission by such party which such party actually knew, or reasonably should have known, would constitute a breach of this Agreement by such party.

Effect of Termination. In the event of any termination of this Agreement pursuant toas provided in [Section 7.6.1], this Agreement shall forthwith become null and void and havethere shall be no further effect, with no liabilityLiability on the part of the Company or the Purchaser, or their respective Affiliates, with respect to this Agreement,any Party except # for the terms of [Section 6.15], [Section 6.17], this [Section 7.2]6.3] and [Article 8]VII] and [Article VIII], each of which shall survive the termination of this Agreement, and # thattermination; provided, however, nothing in this [Section 7.2]herein shall relieve any party heretoParty from liability or damages incurred or suffered byLiability for any other party resulting from any intentional # breach of any representationof the representations, warranties, covenants or warranty of such first party or # failure of such first party to perform a covenant thereof. As usedagreements set forth in the foregoing sentence, “intentional” shall mean an act or omission by such party which such party actually knew, or reasonably should have known, would constitute a breach of this Agreement byoccurring prior to such party.termination.

Effect of Termination. In the event of any termination ofIf this Agreement pursuant tois terminated as provided in [Section 7.1], all further obligations under this Agreement shall become nullwill terminate and void andno Party hereto will have no further effect, with noany liability on the partin respect of the Company or the Purchaser, or their respective Affiliates, with respect to this Agreement, except # for the terms of [Section 6.15], [Section 6.17], this [Section 7.2] and [Article 8], which shall survive the termination of this Agreement,Agreement; provided, however, that # the confidentiality obligations of Buyer and Seller described in [Section 4.3] will survive any such termination and # that nothing in this [Section 7.2] shallno such termination will relieve any party heretoParty from liability for fraud or damages incurred or suffered byfor any other party resulting from any intentional # breach of any representationrepresentation, warranty, covenant or warranty ofagreement set forth in this Agreement prior to such first party or # failure of such first party to perform a covenant thereof. As usedtermination and in the foregoing sentence, “intentional” shall mean an actevent of fraud or omission by such party which such party actually knew,breach, the Parties hereto will be entitled to exercise any and all remedies available under law or reasonably should have known, would constitute a breach ofequity in accordance with this Agreement by such party.Agreement.

Effect ofOf Termination. In the event of any termination ofIf this Agreement is terminated pursuant to [Section 7.1], this Agreement shall become null and void and have noall further effect, with no liability on the partobligations of the CompanyParties shall terminate; provided, however, that: # no Party shall be relieved of any obligation or the Purchaser, or their respective Affiliates, with respect to this Agreement, except # for the termsother Liability arising from any knowing and intentional Breach by such Party of [Section 6.15], [Section 6.17], this [Section 7.2] and [Article 8], which shall survive the terminationany provision of this Agreement,Agreement; # the Parties shall, in all events, remain bound by and # that nothingcontinue to be subject to the provisions set forth in this [Section 7.2] shall relieve any party hereto from liability or damages incurred or suffered3] and in [Section 7.4] and [Section 10]; and # the Parties shall, in all events, remain bound by any other party resulting from any intentional # breach of any representation or warranty of such first party or # failure of such first partyand continue to perform a covenant thereof. As used in the foregoing sentence, “intentional” shall mean an act or omission by such party which such party actually knew, or reasonably should have known, would constitute a breach of this Agreement by such party.be subject to [Section 4.7].

In the event of anythe termination of this Agreement pursuant to [Section 7.8.1], this entire Agreement shall forthwith become null and void and have no further effect, with(and there shall be no liability or obligation on the part of Buyer, the Sellers or the Company or the Purchaser, or their respective Affiliates,officers, directors or equityholders) with respect to this Agreement, exceptthe exception of # for the termsprovisions of the final sentence of [Section 6.15], [Section 6.17]2], this [Section 7.8.2], and [Article 8]11], each of which provisions shall survive such termination and remain valid and binding obligations of the terminationParties, and # any liability of Buyer for any breach of or failure to perform any of its obligations under this Agreement (including any failure by Buyer to consummate the transactions contemplated by this Agreement if and when it is obligated to do so hereunder) prior to such termination, in which case and notwithstanding anything to the contrary in this Agreement, the Sellers and # that nothingthe Company shall be entitled to all remedies available at Law or in thisequity. Nothing herein shall limit or prevent any Party from exercising any rights or remedies it may have under [Section 7.2] shall relieve any party hereto from liability or damages incurred or suffered by any other party resulting from any intentional # breach of any representation or warranty of such first party or # failure of such first party to perform a covenant thereof. As used in the foregoing sentence, “intentional” shall mean an act or omission by such party which such party actually knew, or reasonably should have known, would constitute a breach of this Agreement by such party.11.15].

Section # Effect of Termination. InIf this Agreement is terminated as provided in [Section 8.1], neither ​ nor Seller shall have any further obligations to any other party and the event of any terminationprovisions of this Agreement pursuant to [Section 7.1], this Agreement shall become null and void and have no further effect, withforce and effect; provided, however, # no liability on the part of the Companysuch termination shall serve or the Purchaser, or their respective Affiliates,operate to release any party from any liability with respect to this Agreement, except # forany breach of its duties and obligations hereunder before such termination, it being expressly agreed and acknowledged that such liabilities, and the terms and provisions hereof relating thereto (including provisions of indemnity), survive any such termination, and # [Sections 6.4, 6.7, 8.2, 8.3 and 9.2(d)])])])])] and [Article XI], and ​’s indemnification obligations under [Section 6.15]2], [Section 6.17], this [Section 7.2] and [Article 8], which shall survive the termination of this Agreement, and # that nothing in this [Section 7.2] shall relieve any party hereto from liability or damages incurred or suffered by any other party resulting from any intentional # breach of any representation or warranty of such first party or # failure of such first party to perform a covenant thereof. As used in the foregoing sentence, “intentional” shall mean an act or omission by such party which such party actually knew, or reasonably should have known, would constitute a breach of this Agreement by such party.Agreement.

.4Effect of Termination. In the event of any termination of this Agreement by any Seller or Purchaser pursuant to [Section 7.8.1], this Agreement shall terminate and become null and void and have no further effect, withand there shall be no liability on the part of any Party, except as set forth in [Section 8.3] and the Company or the Purchaser, or their respective Affiliates, with respect to this Agreement, except # for the terms of [Section 6.15], [Section 6.17], this [Section 7.2] and [Article 8], which shall survive theConfidentiality Agreement; provided, that termination of this Agreement, and # that nothing in this [Section 7.2]Agreement shall not relieve any party heretoParty from liability for Willful Breach or damages incurredFraud (subject to [Section 9.1]). For purposes hereof, “Willful Breach” shall mean a breach that is a consequence of a deliberate act or suffereddeliberate failure to act undertaken by the breaching Party with the knowledge that the taking of, or failure to take, such act would cause the failure of the transactions contemplated by this Agreement to be consummated; provided that, without limiting the meaning of Willful Breach, the Parties acknowledge and agree that any failure by any other party resulting from any intentional # breachParty to consummate the Sale after the applicable conditions to the Closing set forth in [Article VII] have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, and which conditions would be capable of any representation or warrantybeing satisfied at the time of such first party or # failure of such first party to perform a covenant thereof. As used inconsummate the foregoing sentence, “intentional”Sale) shall mean an act or omission by such party which such party actually knew, or reasonably should have known, would constitute a breachWillful Breach of this Agreement by such party.Party. For the avoidance of doubt, # in the event that all applicable conditions to the Closing set forth in [Article VII] have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, and which conditions would be capable of being satisfied at the time of such failure to consummate the Sale), but Purchaser or any Seller fails to close for any reason, such failure to close shall be considered a Willful Breach by Purchaser or Sellers, as applicable, and # Purchaser acknowledges that the availability or unavailability of financing for the transactions contemplated by this Agreement shall have no effect on Purchaser’s obligations hereunder. Notwithstanding anything to the contrary contained herein, the provisions of [Section 2.20], [Section 3.10], [Section 4.3(b)], [Section 4.7], [Section 8.3], [Article IX], [Article X], and this [Section 8.4] shall survive any termination of this Agreement.