Effect of Termination. In the event of termination of this Agreement or the transactions to be consummated at the Second Closing pursuant to this Article VIII, all rights and obligations of the Parties under this Agreement or, with respect to a termination of the Second Closing, all rights and obligations of the Parties with respect to the Second Closing, shall terminate, except the provisions of Section 5.2(a), Section 5.2(b), [Section 5.6], Section 5.7, Article VIII, [Section 9.2(d)], and Article X shall survive such termination; provided, however, that nothing herein shall relieve any Party hereto from any liability for any fraud or willful and material breach by such Party of any of its representations, covenants or agreements set forth in this Agreement prior to such termination hereof. For the avoidance of doubt, the failure of any Party to close on the transactions contemplated by this Agreement when all conditions to such closing have been duly satisfied or waived, as applicable, shall constitute a willful and material breach.

.4Effect of Termination. In the event of termination of this Agreement by any Seller or Purchaser pursuant to [Section 8.1], this Agreement shall terminate and become void and have no effect, and there shall be no liability on the part of any Party, except as set forth in [Section 8.3] and the Confidentiality Agreement; provided, that termination of this Agreement shall not relieve any Party from liability for Willful Breach or Fraud (subject to [Section 9.1]). For purposes hereof, “Willful Breach” shall mean a breach that is a consequence of a deliberate act or deliberate 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 Party 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 being satisfied at the time of such failure to consummate the Sale) shall constitute a Willful Breach of this Agreement by such 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.