This Agreement shall terminate upon the earliest to occur of (a) a Rockets Change of Recommendation, (b) the termination of the Merger Agreement in accordance with its terms and (c) the Effective Time. In addition, upon a Rockets Change of Recommendation, the provisions of Article II of this Agreement (including, without limitation, the obligations of the Stockholder contemplated thereby) shall not apply for so long as such Rockets Change of Recommendation shall remain in effect (and, for the avoidance of doubt, any proxy granted under Section 2.2 of this Agreement or otherwise hereunder shall automatically be deemed revoked); provided , however , that if the Rockets Board withdraws such Rockets Change of Recommendation and recommends that the Rockets Stockholders adopt the Merger Agreement (a “ Renewed Recommendation ”) the provisions of Article II (including, for the avoidance of doubt, the proxy granted pursuant to Section 2.2 ) shall be automatically reinstated, for so long as such Renewed Recommendation remains in effect. In the event of any such termination of this Agreement, the obligations of the Parties under this Agreement shall terminate and there shall be no liability on the part of any Party with respect to this Agreement; provided , however , that (x) this Article V and Article VI shall survive any such termination and each remain in full force and effect and (y) no Party shall be relieved or released from any liability or damages arising from a material and intentional breach of any provision of this Agreement arising prior to such termination; provided further , that in no event shall any Party be responsible to the other Party hereto for any special, punitive, exemplary, incidental, consequential or indirect damages, lost profits or losses calculated by reference to any multiple of earnings or earnings before interest, tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability, other Law or otherwise.