This Agreement shall terminate automatically, without any notice or other action by any Person, upon the earliest of (a) the mutual written agreement of Parent and Stockholder, (b) the termination of the Merger Agreement in accordance with its terms, (c) the Effective Time, (d) the occurrence of a Company Adverse Recommendation Change in compliance with the provisions of Section 6.04 of the Merger Agreement or (e) the date of any amendment to the Merger Agreement that reduces the Offer Price or changes the form of consideration payable in the Offer. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, that (x) nothing set forth in this Section 5.2 shall relieve any party from liability for any fraud or willful and material breach of this Agreement prior to termination hereof, and (y) the provisions of this Article V shall survive any termination of this Agreement. The representations and warranties herein shall not survive the termination of this Agreement.