Notwithstanding anything to the contrary contained herein, this Agreement, and all rights and obligations of the parties to this Agreement provided herein, shall terminate, and be of no further force or effect, (i) upon the failure of the Closing to occur on or prior to the sixtieth (60 th ) day following the date hereof, or (ii) upon the Closing of a Qualifying Transaction; provided , that, in each of the foregoing events, no such termination shall relieve any party hereto of liability for any breach or default under this Agreement by such party that occurred prior to such termination; provided , further , Section 6.12 of this Agreement shall survive any termination of this Agreement.