This Agreement shall automatically terminate without further action upon the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms and (c) an Adverse Company Recommendation Change having occurred (the date and time at which the earliest of clause (a), clause (b) and clause (c) occurs being, the “ Expiration Date ”). Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided , however , that (i) nothing set forth in this Section  8 shall relieve any party from liability for any breach of this Agreement occurring prior to the termination hereof; and (ii) the provisions of this Section  8 and Section  10 through Section  17 shall survive any termination of this Agreement.