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 date of any amendment to the Offer or the Merger Agreement that results in a reduction to the Offer Price or a change in the form of consideration payable to Company Stockholders in the Offer and (e) the withdrawal or termination of the Offer by Merger Sub or the expiration of the Offer without acceptance for payment of the Subject Shares. 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 (other than Section 5.11 ) shall survive any termination of this Agreement. The representations and warranties herein shall not survive the termination of this Agreement.