Common use of Amendment; Termination Clause in Contracts

Amendment; Termination. This Agreement may not be ---------------------- amended except by an instrument in writing signed on behalf of each of the parties hereto. This Agreement shall terminate immediately upon the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement pursuant to Article VII thereof. In addition, this Agreement may be terminated at any time by mutual written consent of Parent and the Stockholder. In the event of termination of this Agreement pursuant to this Section 4.2, this Agreement shall become null and void and of no effect with no liability on the part of any party hereto and all proxies granted hereby shall be automatically revoked; provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination, and provided further that the representations and warranties set forth in Sections 2.1 and 2.2 and covenants set forth in Section 4.1 shall survive the termination of this Agreement.

Amendment; Termination. This Agreement may not be ---------------------- amended except by an instrument in writing signed on behalf of each of the parties hereto. This Agreement shall terminate immediately upon the earlier to occur of (i) the Effective Time and (ii) the termination of the Merger Agreement pursuant to Article VII thereofin accordance with its terms and (ii) June 30, 2001. In addition, this Agreement may be terminated at any time by mutual written consent of Parent MeriStar, ASC and the StockholderStockholders. In the event of termination of this Agreement pursuant to this Section 4.2, this Agreement shall become null and void and of no effect with no liability on the part of any party hereto and all proxies granted hereby Proxies shall be automatically revokedterminate; provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination; and provided, and provided further further, that the representations and warranties set forth in Sections 2.1 and 2.2 and covenants set forth in Section 4.1 Article II shall survive the termination of this Agreement. All covenants and agreements that contemplate performance after the Effective Time shall survive the Effective Time.

Amendment; Termination. This Agreement may not be ---------------------- amended except by an instrument in writing signed on behalf of each of the parties hereto. This Agreement shall terminate immediately upon the earlier of (i) the Effective Time and Time, (ii) the termination of the Merger Agreement pursuant to Article VII thereofSections 7.1(a), (b), (c), (e) and/or (f), and (iii) the nine month anniversary of the termination of the Merger Agreement pursuant to Sections 7.1(d) and/or (g). In addition, this Agreement may be terminated at any time by mutual written consent of Parent and the Stockholder. In the event of termination of this Agreement pursuant to this Section 4.2, this Agreement shall become null and void and of no effect with no liability on the part of any party hereto and all proxies granted hereby shall be automatically revoked; provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination, and provided further that the representations and warranties set forth in Sections 2.1 and 2.2 and covenants set forth in Section 4.1 shall survive the termination of this Agreement.

Amendment; Termination. This Agreement may not be ---------------------- amended except by an instrument in writing signed on behalf of each of the parties hereto. This Agreement shall terminate immediately upon the earlier of (i) the Effective Time and (ii) the termination of date on which the Merger Agreement pursuant to Article VII thereofOption Period expires (or, if later, the date on which the last Option Closing occurs). In addition, this Agreement may be terminated at any time by mutual written consent of Parent and Stockholders representing a majority of the StockholderSubject Shares subject to this Agreement. In the event of termination of this Agreement pursuant to this Section 4.26.2, this Agreement shall become null and void and of no effect with no liability on the part of any party hereto and all proxies granted hereby shall be automatically revoked; provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination, and provided further that the representations and warranties set forth in Sections 2.1 4.1 and 2.2 4.2 and covenants set forth in Section 4.1 6.1 shall survive the termination of this Agreement.

Amendment; Termination. This Agreement may not be ---------------------- amended except by an instrument in writing signed on behalf of each of the parties hereto. This Agreement shall terminate immediately upon the earlier of (i) the Effective Time and Time, (ii) the termination of the Merger Agreement pursuant to Article VII thereofthereof and (iii) December 31, 1999. In addition, this Agreement may be terminated at any time by mutual written consent of Parent and the Stockholder. In the event of termination of this Agreement pursuant to this Section 4.2, this Agreement shall become null and void and of no effect with no liability on the part of any party hereto and all proxies granted hereby shall be automatically revoked; provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination, and provided further that the representations and warranties set forth in Sections 2.1 and 2.2 and covenants set forth in Section 4.1 shall survive the termination of this Agreement.

Amendment; Termination. This Agreement may not be ---------------------- amended except by an instrument in writing signed on behalf of each of the parties hereto. This Agreement shall terminate immediately upon the earlier of (ia) the Effective Time and (iib) the termination of the Merger Agreement pursuant to Article VII thereofin accordance with its terms. In addition, this Agreement may be terminated at any time by mutual written consent of Parent and Stockholders representing a majority of the StockholderSubject Shares subject to this Agreement. In the event of termination of this Agreement pursuant to this Section 4.25.2, this Agreement shall become null and void and of no effect with no liability on the part of any party hereto and all proxies granted hereby shall be automatically revoked; provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination, and provided further that the representations and warranties set forth in Sections 2.1 3.1 and 2.2 3.2 and covenants set forth in Section 4.1 shall survive the termination of this Agreement.

Amendment; Termination. This Agreement may not be ---------------------- amended amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed on behalf of each Parent and Stockholder. Notwithstanding the foregoing, this Agreement will terminate on the earliest to occur of (a) the consummation of the parties hereto. This Agreement shall terminate immediately upon purchase of all Subject Shares pursuant to the earlier of Offer, (ib) the Effective Time and (iic) the termination of date the Merger Agreement pursuant to Article VII thereofis terminated in accordance with its terms. In addition, this This Agreement may be earlier terminated at any time by the mutual written consent of Parent and the Stockholder. In Except as set forth below, in the event of termination of this Agreement pursuant to this Section 4.25.2, this Agreement shall will become null and void and of no effect with no liability on the part of any party hereto and all proxies granted hereby shall pursuant to Section 2.2(a) or otherwise pursuant to this Agreement will, without further action, be automatically revoked; provided. Notwithstanding anything to the contrary contained in this Agreement, however, that no such termination shall relieve any party hereto from any liability if this Agreement is terminated for any breach of reason, this Agreement occurring prior to such termination, and provided further that the representations and warranties set forth in Sections 2.1 and 2.2 and covenants set forth in Section 4.1 shall Article V will survive the any termination of this Agreement.

Amendment; Termination. This Agreement may not be ---------------------- amended except by an instrument in writing signed on behalf of each of the parties hereto. This Agreement shall terminate immediately upon the earlier of (i) the Effective Time and (ii) the termination of the Merger Agreement pursuant to Article VII thereofin accordance with its terms. In addition, this Agreement may be terminated at any time (i) prior to the Effective Time, by mutual written consent of Parent Company and the StockholderShareholders and (ii) following the Effective Time, by the mutual written consent of New Starwood (as Starwood's successor in interest), the Shareholders and a majority of the Class T Directors (as beneficiaries hereof). In the event of termination of this Agreement pursuant to this Section 4.24.3, this Agreement shall become null and void and of no effect with no liability on the part of any party hereto and all proxies granted hereby Proxies shall be automatically revokedterminate; provided, however, that no such termination shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination, and provided further that the representations and warranties set forth in Sections Section 2.1 and 2.2 and covenants set forth in Section 4.1 shall survive the termination of this Agreement. All covenants and agreements which contemplate performance after the Effective Time shall survive the Effective Time.

Amendment; Termination. This Agreement may not be ---------------------- amended except by an instrument in writing signed on behalf of Interstate and each of the parties heretowhose rights or obligations are changed by the terms of such amendment. This Agreement shall will terminate immediately upon on the earlier earliest to occur of (ia) the Effective Time and or (iib) the termination of date the Merger Agreement pursuant to Article VII thereofis terminated in accordance with its terms. In addition, this This Agreement may be earlier terminated at any time by the mutual written consent of Parent the Board of Directors of Interstate and the StockholderStockholders representing a majority of the Subject Shares subject to this Agreement. In Except as set forth below, in the event of termination of this Agreement pursuant to this Section 4.2, this Agreement shall will become null and void and of no effect with no liability on the part of any party hereto and all proxies granted hereby shall will be automatically revoked; provided, however, that no such termination shall will relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination. Notwithstanding anything to the contrary contained in this Agreement, if this Agreement is terminated for any reason, Sections 4.1, 4.5 and provided further that 4.15 hereof and the representations and warranties set forth in Sections 2.1 and 2.2 and covenants set forth in preceding sentence of this Section 4.1 shall 4.2 will survive the any termination of this AgreementAgreement indefinitely.

Amendment; Termination. This Agreement may not be ---------------------- amended except by an instrument in writing signed on behalf of each of the parties hereto. This Agreement shall will terminate immediately (a) upon the earlier purchase of (i) the Effective Time and (ii) the termination all of the Merger Agreement Subject Shares pursuant to Article VII thereof. In additionthe Offer in accordance with Section 1.1 or (b) by the mutual consent of the Board of Directors of the Company, this Agreement may be terminated at any time by mutual written consent the Board of Directors of Parent and Shareholders representing a majority of the StockholderSubject Shares subject to this Agreement. In the event of termination of this Agreement pursuant to this Section 4.25.3, this Agreement shall will become null and void and of no effect with no liability on the part of any party hereto and all proxies granted hereby shall will be automatically revoked; provided, however, that no such termination shall will relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination, and provided further that the representations and warranties set forth in Sections 2.1 and 2.2 Article III and covenants set forth in Section 4.1 shall 5.2 will survive the termination of this Agreement.