This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the first to occur of (a) the Closing, (b) the termination of the Purchase Agreement in accordance with its terms, or (c) the mutual written agreement of the parties hereto to terminate this Agreement. In the event of termination of this Agreement pursuant to this Section 7 , this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided , however , that (i) Section 6 , this Section 7 and Section 9 shall survive any such termination, and (ii) no such termination will relieve any party hereto from any liability for any fraud or intentional breach of this Agreement occurring prior to such termination.