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ARTICLE 11 <br /> TERMINATION <br /> 11.1 Termination of Agreement. This Agreement and the transactions contemplated <br /> hereby may be terminated at any time prior to the Closing, as follows: <br /> 11.1.1 Mutual Consent. By mutual written consent of all of the parties hereto. <br /> 11.1.2 Breach. By Buyer, on the one hand, or by Seller, on the other hand, by <br /> reason of the breach by the other in any material respect of any of its or their <br /> representations,warranties, covenants or agreements contained in this Agreement. <br /> 11.1.3 Respective Conditions. By Buyer, on the one hand, or by Seller, on the <br /> other hand, if the conditions precedent to their respective obligations contained in <br /> Sections 10.1 or 10.2 hereof have not been met as of the Closing Date (the <br /> "Termination Date"). <br /> 11.2 Procedure and Effect of Termination. In the event of the termination of this <br /> Agreement pursuant to Section 11.1, the terminating party or parties shall give written notice of <br /> termination to the other party or parties and this Agreement shall terminate without further <br /> action by any party hereto. Upon termination of this Agreement in accordance with this <br /> Article 11, there shall be no liability or obligation hereunder on the part of Seller, Buyer (or any <br /> of their respective stockholders/members, directors/governing body members, officers, <br /> managers, employees or representatives), except the obligations which survive any such <br /> termination, and(ii) for any liability resulting from any such party's breach of this Agreement. <br /> ARTICLE 12 <br /> INDEMNIFICATION; SURVIVAL <br /> 12.1 Indemnification of Buyer Indemnified Parties. Subject to the terms of this <br /> Agreement, Seller covenants and agrees with Buyer that, following the Closing, Seller shall <br /> reimburse, indemnify, and hold Buyer and its managers, governing body members, officers and <br /> Affiliates ("Buyer Indemnified Parties") harmless from, against and in respect of any and all <br /> Losses suffered or incurred by any of the Buyer Indemnified Parties resulting from, or which <br /> exist due to or arise out of any of the following: <br /> 12.1.1 (i) Any inaccuracy or breach of or in, any of the representations and <br /> warranties made by Seller in this Agreement; (ii)the assertion against any Buyer <br /> Indemnified Party of any Excluded Liabilities or any other liabilities and <br /> obligations of Seller that are not Assumed Liabilities; (iii) any claims, suits or <br /> proceedings brought against any Buyer Indemnified Party by any third parties <br /> arising out of or relating to the operation of the Business or the Purchased Assets <br /> on or prior to the Closing Date, except as otherwise set forth herein; (iv) any <br /> claims, liabilities and obligations in connection with the Excluded Assets; <br /> 12.1.2 Any nonfulfillment of any covenant or agreement of Seller under this <br /> Agreement; or <br /> 12.1.3 Any claim made by a third party alleging facts which, if true,would entitle <br /> 10 <br />