Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 7.1 and pursuant to a written notice delivered by the applicable party to the other applicable parties, which sets forth the basis for such termination, including the provision of Section 7.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any party or any of their respective Representatives, and all rights and obligations of each party shall cease, except: # Sections 5.5 (Confidentiality), 5.6 (Publicity), 5.7 (No Trading), 7.3 (Fees and Expenses), ARTICLE IX and this Section 7.2 shall survive the termination of this Agreement, and # nothing herein shall relieve any party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud claim against such party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in Section 7.3 and this Section 7.2, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 9.9, the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 7.1.

Effect of Termination. If this Agreement is terminated as provided in Section 7.1, all further obligations under this Agreement will terminate and no Party hereto will have any liability in respect of the termination of this Agreement; provided, however, that # the confidentiality obligations of Buyer and Seller described in Section 4.3 will survive any such termination and # no such termination will relieve any Party from liability for fraud or for any breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination and in the event of fraud or such breach, the Parties hereto will be entitled to exercise any and all remedies available under law or equity in accordance with this Agreement.

Effect of Termination. In the event of termination of this Agreement as provided in Section 6.1, this Agreement shall forthwith become null and void and there shall be no Liability on the part of any Party except for this Section 6.3 and Article VII and Article VIII, each of which shall survive termination; provided, however, nothing herein shall relieve any Party from Liability for any breach of any of the representations, warranties, covenants or agreements set forth in this Agreement occurring prior to such termination.

If this Agreement is terminated, this Agreement shall become null and void and of no further force and effect, except for the following provisions which shall survive such termination: Section 5.04(b) (Publicity); Section 5.06 (Expenses); Section 9.01 (Termination); this Section 9.02 (Effect of Termination) and Article 10 (Miscellaneous). Nothing in this Section 9.02 shall be deemed to release any Party from any Liability to the other Party for any breach by such Party of the covenants and other agreements of this Agreement occurring prior to such termination or to impair the right of any Party to compel specific performance by any other Party of its obligations under this Agreement.

In the event of the termination of this Agreement pursuant to the terms of this Agreement, this Agreement shall forthwith terminate and have no further force and effect, except that # the covenants and agreements set forth in Section 7.3 (Publicity), this Section 9.2 and Article XI, shall survive such termination indefinitely, # except in the event of termination under Section 9.1(a), nothing in this Section 9.2 shall be deemed to release any Party for knowing or willful breaches of the covenants contained in this Agreement prior to the time of such termination, and # nothing in this Section 9.2 shall be deemed to release any Party from any liability for fraud, gross negligence, or willful misconduct.

Effect Of Termination. If this Agreement is terminated pursuant to Section 7.1, all further obligations of the Parties shall terminate; provided, however, that: # no Party shall be relieved of any obligation or other Liability arising from any knowing and intentional Breach by such Party of any provision of this Agreement; # the Parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this Section 7.3 and in [Section 7.4] and Section 10; and # the Parties shall, in all events, remain bound by and continue to be subject to Section 4.7.

Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, all obligations of the Parties hereunder shall terminate, except for the obligations set forth in Articles 7.6, 7.9, 7.10, 7.11, 7.12 and 7.13, which shall survive the termination of this Agreement.

Effect of Termination. If this Agreement is validly terminated pursuant to [Section 11.1], all further obligations of the Parties under this Agreement shall terminate and such termination shall be without liability to the Parties, except that # the obligations of the Parties under the Confidentiality Agreement, [Section 7.3], this [Section 11.3] and [Article XII] shall survive such termination and not be affected thereby and # no such termination shall relieve any Party hereto from liability for any breach of this Agreement.