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 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. 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. 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. 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.

Section # Effect of Termination. If this Agreement is terminated as provided in Section 8.1, neither ​ nor Seller shall have any further obligations to any other party and the provisions of this Agreement shall have no further force and effect; provided, however, # no such termination shall serve or operate to release any party from any liability with respect to any 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 6.2, survive the termination of this Agreement.

.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.

In the event of the termination of this Agreement pursuant to [Section 8.1], this entire Agreement shall forthwith become void (and there shall be no liability or obligation on the part of Buyer, the Sellers or the Company or their respective officers, directors or equityholders) with the exception of # the provisions of the final sentence of [Section 6.2], this [Section 8.2], and Article 11, each of which provisions shall survive such termination and remain valid and binding obligations of the Parties, 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 the Company shall be entitled to all remedies available at Law or in equity. Nothing herein shall limit or prevent any Party from exercising any rights or remedies it may have under Section 11.15.

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. 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.