• if Intel or Purchaser breaches any of its representations or warranties or failure to perform any covenant or agreement set forth in the Purchase Agreement which breach or failure would result in any of the conditions to the Offer not being satisfied and such breach or failure cannot be or has not been cured by the earlier of the second business day prior to the End Date or 30 days after receipt by Intel of written notice of such breach or failure (a "Purchaser Breach Termination"). provided that a Purchaser Breach Termination will not be available if Mobileye is in material breach of its obligations under the Purchase Agreement. Effect of Termination. If the Purchase Agreement is validly terminated in accordance with its terms. notice of such termination will be given to the non-terminating party or parties, the Purchase Agreement will become void and of no further effect, with no liability remaining on the part of any party to the Purchase Agreement (or any director, officer, employee, shareholder, representative, agent. or advisor of any party). In no event will any such termination relieve any party to the Purchase Agreement from its obligations under the Confidentiality Agreement and under the Purchase Agreement (a) restricting public disclosure of the transactions contemplated by the Purchase Agreement and (b) certain other provisions regarding termination and other miscellaneous provisions. In no event will either party to the Purchase Agreement be relieved of any liability for damages resulting from such party's fraud or willful and intentional breach of the Purchase Agreement prior to its termination. Governing Law. &chain, Forum. The Purchase Agreement will be governed by and construed in accordance with Delaware law, except that any matters concerning or implicating the Mobikye Board's fiduciary duties will be governed by and construed in accordance with the applicable fiduciary duty laws of The Netherlands. Each of Purchaser and Mob