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.

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. If this Agreement is validly terminated in accordance with this Article 10, then no Party will have any further obligations under, or liabilities arising under, this Agreement after the date of such termination and such termination will be without liability to any Party; provided that # such termination shall not relieve any Party of any liability for breach of or default under this Agreement prior to the date of termination and # each of this [Section 10.3], Article 11 and Article 12 (other than [Section 12.16]) will survive the termination of this Agreement.

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.