This Agreement shall terminate and be of no further force or effect, without any liability to any party, (a) automatically, if the Merger Agreement is terminated in accordance with its terms prior to the Holdco Merger Closing, (b) by mutual written agreement by the parties hereto or (c) by either the Company or TD Bank if the Holdco Merger Closing has occurred and the Closing of the transactions contemplated hereby has not occurred on or before the later of (i) the date that is fifteen (15) months after the date of this Agreement and (ii) forty-five (45) days after the Holdco Merger Closing, as a result of the failure of any of the conditions set forth in Section 3 hereof (other than Section 3(a)(i)) to be satisfied or waived; provided , that a party shall not be entitled to terminate this Agreement if the failure of the Closing to occur is a result of such party’s material breach of its obligations under this Agreement. Without limiting the foregoing, the second sentence of Section 1 shall survive if this Agreement is terminated pursuant to Section 17(b) or 17(c).