This Agreement, and the obligations of the Stockholders hereunder (including, without limitation, Section  2.2 hereof), shall terminate and be of no further force or effect immediately upon the earlier to occur (the “ Expiration Time ”) of (a) the Effective Time, (b) the date of valid termination of the Merger Agreement in accordance with its terms, and (c) at any time upon the written agreement of the Company (acting at the direction of the Independent Committee) and Parent; provided , that, for the avoidance of doubt, to the extent the termination of the Merger Agreement is contested, no party shall be released from liability for violating the terms of this Agreement if a court of competent jurisdiction finally determines that the Merger Agreement had not, in fact, been validly terminated and, therefore, this Agreement had not been validly terminated. Notwithstanding the preceding sentence, Section 4.2(e) , this Article VI and Article VII hereof shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger fails to occur but the Rollover Closing contemplated by Section  3.3 hereof has already taken place, then Parent shall promptly take all such actions as are necessary to restore each Stockholder to the position it was in with respect to ownership of the Rollover Shares prior to such Rollover Closing.