This Agreement shall terminate in its entirety upon the termination of the Merger Agreement in accordance with its terms or by the mutual written agreement of the parties hereto; provided , however , that the provisions of this Article II ( Miscellaneous ) shall survive any termination of this Agreement. In the event of termination of this Agreement, this Agreement shall become void and of no effect with no liability on the part of any party hereto; provided , however , that the termination of this Agreement shall not prevent any party hereto from seeking any remedies (at law or in equity) against any other party hereto for such party’s breach of any of the terms of this Agreement occurring prior to such termination.