Common use of Circumstances for Termination Clause in Contracts

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination: 12.1.1. by the mutual written consent of Purchaser and Seller; 12.1.2. by either Purchaser or Seller, if the non-terminating Party is in breach of its obligation to consummate the Transactions and such breach has not been cured within three Business Days of receipt by such Party of written notice from the terminating Party of such breach; 12.1.3. by either Purchaser or Seller, if any of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, in each case, such that the condition set forth in Section 10.1.1 or 10.2.1, respectively, would not be satisfied and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue uncured for a period of 60 days after the non-terminating Party has received written notice from the terminating party of the occurrence of such failure or breach (provided that in no event shall such 60 day period extend beyond the Drop Dead Date); or 12.1.4. by either Seller or Purchaser, if (a) the Closing has not occurred on or prior to June 13, 2011 (the “Drop Dead Date”) for any reason and (b) a breach of this Agreement by the Party seeking to terminate this Agreement hereunder has not primarily caused such failure to close; provided, however, that if on the Drop Dead Date the condition set forth in Section 10.3.2 shall not have been satisfied but all other conditions to the Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days (such extension, the “Drop Dead Date Extension”).

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such terminationnotice: 12.1.1. (i) by the mutual written consent of Purchaser Clinigence and SelleriGambit; 12.1.2. (ii) by either Purchaser or SellerClinigence, if iGambit, the non-terminating Party Signing Stockholder and/or Merger Sub is in material breach of its obligation to consummate the Transactions and such breach has not been cured within three Business Days any provision of receipt by such Party of written notice from the terminating Party of such breach; 12.1.3. by either Purchaser or Seller, if any of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, in each case, such that the which material breach would give rise to a failure to satisfy any condition set forth in Section 10.1.1 or 10.2.19.1, respectively, would not be satisfied and such failure or breach with respect to any such representation, warranty or obligation canshall not be have been cured or, if curable, shall continue uncured for a period within thirty (30) days of 60 days after the non-terminating Party has received written notice from the terminating party of such breach, provided, that the occurrence terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; (iii) by iGambit, if Clinigence is in material breach of any provision of this Agreement, which material breach would give rise to a failure to satisfy any condition set forth in Section 9.2, and such breach shall not have been cured within thirty (30) days of written notice from the terminating party of such failure or breach, provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; (provided that in no event shall such 60 day period extend beyond the Drop Dead Date); or 12.1.4. iv) by either Seller Clinigence or Purchaser, iGambit if (a) the Closing has not occurred on or prior to June 13November 30, 2011 (2019, or such later date as mutually agreed to in writing by the “Drop Dead Date”) parties, for any reason reason, provided, that the terminating party shall not have breached its obligations hereunder in any manner that shall have contributed to the failure to consummate the Closing by such date; (v) by iGambit, pursuant to Section 8.3; (vi) by Clinigence, pursuant to Section 8.3; and (vii) by iGambit if: (A) less than twenty (20) days have passed since the mailing of the iGambit Information Statement; (B) (w) the iGambit Board has determined that an Acquisition Proposal constitutes a Superior Offer (provided that such Acquisition Proposal was not solicited in violation of Section 4.6), (x) iGambit has provided at least ten (10) days’ prior written notice to Clinigence of such determination (which notice shall specify the material terms and conditions of any such Superior Offer (bincluding the identity of the party making such Superior Offer), and shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Offer and other material documents, including the then current form of the definitive agreement with respect to such Superior Offer), (y) a breach iGambit has negotiated in good faith with Clinigence to amend the terms of this Agreement by so that the Party seeking Superior Offer would no longer constitute a Superior Offer, (z) ten (10) days have elapsed since such notice to terminate this Agreement hereunder has not primarily caused iGambit and the Acquisition Proposal remains a Superior Offer (it being understood that any material revision or amendment to the terms of such failure Acquisition Proposal shall require a new notice to closeClinigence); and (C) concurrently with the termination hereunder, iGambit enters into a definitive acquisition agreement providing for the Superior Offer; provided, howeverthat iGambit shall pay to Clinigence, that if in immediately available funds, an amount equal to (i) $400,000, (ii) all out of pocket expenses incurred by Clinigence in connection with the transactions contemplated herein and (iii) the outstanding principal balance and accrued interest outstanding (payable at the default rate thereunder) on the Drop Dead Date promissory notes in favor of Clinigence, the condition set forth in Section 10.3.2 shall not have been satisfied but all other conditions to the Closing total sum amount of which shall be satisfied or shall be capable of being satisfied due and payable immediately upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days (such extension, the “Drop Dead Date Extension”)termination.

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination:termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity): 12.1.1. (a) by the mutual written consent of Purchaser and Seller; 12.1.2. (b) by either Purchaser Purchaser, on the one hand, or SellerSeller and the Members, on the other hand, if (i) the non-terminating Party party is in material breach of its obligation to consummate the Transactions any material provision of this Agreement and such breach has shall not have been cured within three Business Days fifteen (15) calendar days of receipt by such Party party of written notice from the terminating Party of such breach; 12.1.3. by either Purchaser or Seller, if any of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, in each case, such that the condition set forth in Section 10.1.1 or 10.2.1, respectively, would not be satisfied and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue uncured for a period of 60 days after the non-terminating Party has received written notice from the terminating party of such breach; and (ii) the occurrence terminating party is not, on the date of such failure or termination, in material breach of any material provision of this Agreement; (provided that in no event shall such 60 day period extend beyond the Drop Dead Date); or 12.1.4. c) by either Purchaser, on the one hand, or Seller or Purchaserand the Members, on the other hand, if (ai) the Closing has not occurred on or prior to June 13December 15, 2011 2008 (the “Drop Dead Outside Closing Date”) for any reason reason; and (bii) a the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement Agreement; (d) by the Party seeking to terminate this Agreement hereunder has not primarily caused such failure to close; providedeither Purchaser, however, that if on the Drop Dead Date one hand, or Seller and the Members on the other hand, if (i) satisfaction of a condition to the terminating party’s obligation to perform set forth in Article 9 is impossible; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and (e) by either Seller and the Members, on the one hand, or Purchaser, on the other hand, if (i) pursuant to Section 6.4(a), Seller or the Members notify Purchaser in writing regarding, to the Knowledge of Seller, any circumstance or event that could reasonably be expected to have a Material Adverse Effect on Seller or the Business; and (ii) the condition to Closing set forth in Section 10.3.2 shall not have been satisfied but all other conditions 9.1(e) (Material Adverse Effect) cannot, solely as a result of the circumstances or events described in such written notification from Seller or the Members to the Closing shall Purchaser, be satisfied or shall be capable cured or waived by Purchaser within thirty (30) days following Purchaser’s receipt of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days (such extension, the “Drop Dead Date Extension”)written notification.

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination: 12.1.1. (a) by the mutual written consent of Purchaser Xxxxxxxxx and Seller; 12.1.2. (b) by either Purchaser or SellerPurchaser, if the non-terminating Party it is not in material breach of its obligation to consummate the Transactions any material provision of this Agreement, and such if Seller shall have breached in any material respect any provision of this Agreement, which breach has would render unsatisfied any condition contained in Section 9.1 or 9.3, and (i) is incapable of being cured, or (ii) if capable of being cured is not been cured within three Business Days the earlier of (x) twenty-five (25) days of receipt by such Party Seller of written notice from the terminating Party Purchaser of such breachbreach and (y) the Drop-Dead Date; 12.1.3. (c) by either Purchaser or Seller, if it is not in material breach of any material provision of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, and if Purchaser shall have breached in each caseany material respect any provision of this Agreement, such that the which breach would render unsatisfied any condition set forth contained in Section 10.1.1 9.2 or 10.2.19.3, respectivelyand (i) is incapable of being cured, would or (ii) if capable of being cured is not be satisfied and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue uncured for a period within the earlier of 60 (x) twenty-five (25) days after the non-terminating Party has received of receipt by Purchaser of written notice from the terminating party of the occurrence Seller of such failure or breach and (provided that in no event shall such 60 day period extend beyond y) the Drop Drop-Dead Date); orand 12.1.4. (d) by either Seller or Purchaser, if (ai) the Closing has not occurred on or prior to June September 13, 2011 2023 (the “Drop Drop-Dead Date”) for any reason and (bii) a breach of this Agreement by the Party party seeking to terminate this Agreement hereunder under this Section 11.1(d) has not primarily caused such failure to close; provided, however, that if on in the Drop event either party receives a request for additional information or documentary material pursuant to Section 7A(e) of the Xxxxxxx Act, the Drop-Dead Date the condition set forth in Section 10.3.2 shall not have been satisfied but all other conditions to the Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days automatically extended for one hundred eighty (such extension, the “Drop Dead Date Extension”)180) days.

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination: 12.1.1. : (a) by the mutual written consent of Purchaser and Seller; 12.1.2. ; (b) by either Purchaser or SellerPurchaser, if the non-terminating Party it is not in material breach of its obligation to consummate the Transactions any material provision of this Agreement, and such if Seller shall have breached in any material respect any provision of this Agreement, which breach has would render unsatisfied any condition contained in Section 9.1 or 9.3, and (i) is incapable of being cured, or (ii) if capable of being cured is not been cured within three Business Days the earlier of (x) twenty-five (25) days of receipt by such Party Seller of written notice from the terminating Party Purchaser of such breach; 12.1.3. breach and (y) the Drop-Dead Date; (c) by either Purchaser or Seller, if it is not in material breach of any material provision of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, and if Purchaser shall have breached in each caseany material respect any provision of this Agreement, such that the which breach would render unsatisfied any condition set forth contained in Section 10.1.1 9.2 or 10.2.19.3, respectivelyand (i) is incapable of being cured, would or (ii) if capable of being cured is not be satisfied and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue uncured for a period within the earlier of 60 (x) twenty-five (25) days after the non-terminating Party has received of receipt by Purchaser of written notice from the terminating party of the occurrence Seller of such failure or breach and (provided that in no event shall such 60 day period extend beyond y) the Drop Drop-Dead Date); or 12.1.4. and (d) by either Seller or Purchaser, if (ai) the Closing has not occurred on or prior to June September 13, 2011 2023 (the “Drop Drop-Dead Date”) for any reason and (bii) a breach of this Agreement by the Party party seeking to terminate this Agreement hereunder under this Section 11.1(d) has not primarily caused such failure to close; provided, however, that if on in the Drop event either party receives a request for additional information or documentary material pursuant to Section 7A(e) of the Xxxxxxx Act, the Drop- Dead Date the condition set forth in Section 10.3.2 shall not have been satisfied but all other conditions to the Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days automatically extended for one hundred eighty (such extension, the “Drop Dead Date Extension”).180) days. 11.2

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination: 12.1.1. (a) by the mutual written consent of Purchaser and Seller; 12.1.2. (b) by either Purchaser or Seller, if (i) the non-terminating Party party is in material breach of its obligation to consummate the Transactions this Agreement and such breach has shall not have been cured within three Business Days thirty (30) days of receipt by such Party party of written notice from the terminating Party of such breach; 12.1.3. by either Purchaser or Seller, if any of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, in each case, such that the condition set forth in Section 10.1.1 or 10.2.1, respectively, would not be satisfied and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue uncured for a period of 60 days after the non-terminating Party has received written notice from the terminating party of such breach and (ii) the occurrence terminating party is not, on the date of such failure termination, in material breach of this Agreement; (c) by Seller, if Seller reasonably determines in good faith and based on correspondence, discussions, or breach communications by either party with the FTC, the EC, or any other Governmental Authority and after consultation with Purchaser that (provided that i) FTC staff, the EC, or any other relevant Governmental Authority will not recommend approval of Purchaser as the purchaser of the Purchased Assets hereunder thereby limiting the ability of the parties to obtain any approvals, consents, registrations, permits, authorizations and other confirmations identified in no event shall such 60 day period extend Section 8.3(b), (ii) this Agreement or any Transaction Agreement must be amended beyond those parameters to which Seller and Purchaser have agreed in order to receive approval from the Drop Dead DateFTC, the EC, or any other Governmental Authority under Section 8.3(b) or (iii) this Agreement, any Transaction Agreement or the transactions contemplated hereby and thereby are not acceptable to the FTC, the EC, or any other Governmental Authority as required under Section 8.3(b); or, and despite the parties’ compliance with their respective obligations as set forth herein, negotiations with the FTC, the EC or any other Governmental Authority as required under Section 8.3(b) have terminated without a mutually acceptable resolution; 12.1.4. (d) by either Seller or Purchaser, if (ai) the Closing has not occurred on or prior to June 13April 23, 2011 2018 (the “Drop Drop-Dead Date”) for any reason and (bii) a breach of this Agreement by the Party party seeking to terminate this Agreement hereunder has not primarily caused (including through a misrepresentation, any action or inaction) such failure to close; providedor (e) by either Seller or Purchaser if any Governmental Authority has issued a final, howevernon-appealable Order (other than a temporary restraining order), that if on or taken any other action permanently restraining, enjoining or otherwise prohibiting the Drop Dead Date the condition set forth in Section 10.3.2 shall not have been satisfied but all other conditions to the Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days (such extension, the “Drop Dead Date Extension”)Transactions.

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such terminationterminated: 12.1.1. (a) by the mutual written consent of Purchaser and Seller; 12.1.2. (b) by either Purchaser or Seller, if the non-terminating Party is in breach of its obligation to consummate the Transactions and such breach has not been cured within three Business Days of receipt by such Party of written notice from to Purchaser explaining the terminating Party of reason for such breach; 12.1.3. by either Purchaser or Sellertermination, if (i) any of the representations and warranties of the other Party Purchaser contained in this Agreement fail to be true and correct, or if correct such that the other Party has breached a covenant, obligation or agreement conditions set forth in Section 8.2(a)(i) or Section 8.2(a)(ii) would not be satisfied (treating the Closing Date for such purposes as the date of this AgreementAgreement or, in each caseif later, the date of such breach) or (ii) Purchaser shall have breached or failed to comply with any of its covenants or obligations under this Agreement such that the condition set forth in Section 10.1.1 or 10.2.1, respectively, 8.2(a)(iii) would not be satisfied and (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), provided, however, that, for purposes of this Section 10.1(b), if such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue uncured for a period is curable by Purchaser within thirty (30) days of 60 days after the non-terminating Party has received date Seller gives Purchaser written notice from the terminating party of the occurrence of such failure or breach in accordance with this Section 10.1(b) and Purchaser is continuing to use commercially reasonable efforts to cure such failure or breach, then Seller may not terminate this Agreement under this Section 10.1(b) on account of such failure or breach unless such breach shall remain uncured upon the expiration of such thirty (provided that in no event shall such 60 30) day period extend beyond (if applicable); (c) by Purchaser, by written notice to Seller explaining the Drop Dead Date); or 12.1.4. by either Seller or Purchaserreason for such termination, if (ai) any of the representations and warranties of Seller contained in this Agreement fail to be true and correct such that the conditions set forth in Section 8.1(a)(i) or Section 8.1(a)(ii) would not be satisfied (treating the Closing has Date for such purposes as the date of this Agreement or, if later, the date of such breach) or (ii) Seller shall have breached or failed to comply with any of its covenants or obligations under this Agreement such that the condition set forth in Section 8.1(a)(iii) would not be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), provided, however, that, for purposes of this Section 10.1(c), if such failure or breach is curable by Seller within thirty (30) days of the date Purchaser gives Seller written notice of such failure or breach in accordance with this Section 10.1(c) and Seller is continuing to use commercially reasonable efforts to cure such failure or breach, then Purchaser may not terminate this Agreement under this Section 10.1(c) on account of such failure breach unless such breach shall remain uncured upon the expiration of such thirty (30) day period (if applicable); (d) by either Purchaser or Seller, by giving written notice of such termination to the other party, if the Closing shall not have occurred on or prior to June 13, 2011 by the one hundred twentieth day following the date hereof (the “Drop Drop-Dead Date”) for any reason and (b) a breach of this Agreement by the Party seeking to terminate this Agreement hereunder has not primarily caused such failure to closereason; provided, however, that if on the Drop Dead Date the condition set forth in right to terminate this Agreement under this Section 10.3.2 10.1(d) shall not have be available to any party whose breach of any covenants or agreements contained in this Agreement has been satisfied but all other conditions the cause of, or resulted in, the failure of the Closing Date to occur on or before the Drop-Dead Date; or (e) by either Purchaser or Seller, by giving written notice of such termination to the Closing other party, if any court of competent jurisdiction or other competent Governmental Authority shall be satisfied have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transaction and such Order or other action shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser have become final and Seller may mutually agree to extend the Drop Dead Date an additional 90 days (such extension, the “Drop Dead Date Extension”)nonappealable.

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by the mutual written consent of Genius and TWC, or by Genius or TWC by delivery of written notice to the other explaining the reason for such termination:termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity): 12.1.1. by the mutual written consent of Purchaser and Seller; 12.1.2. (a) by either Purchaser Genius or Seller, TWC if (i) the non-terminating Party party is in material breach of its obligation to consummate the Transactions any material covenant contained in this Agreement and such breach has shall not have been cured within three Business Days fifteen (15) days of receipt by such Party party of written notice from the terminating Party of such breach; 12.1.3. by either Purchaser or Seller, if any of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, in each case, such that the condition set forth in Section 10.1.1 or 10.2.1, respectively, would not be satisfied and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue uncured for a period of 60 days after the non-terminating Party has received written notice from the terminating party of such breach and (ii) the occurrence terminating party is not, on the date of such failure or termination, in material breach of any material covenant contained in this Agreement; (provided that in no event shall such 60 day period extend beyond the Drop Dead Date); or 12.1.4. b) by either Seller Genius or Purchaser, TWC if (ai) the Closing has not occurred on or prior to June 13April 15, 2011 2006 (the “Drop Dead Outside Date”) for any reason and (bii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; (c) by either Genius or TWC if (i) satisfaction of a closing condition of the terminating party in Article VI is impossible and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; (d) by either Genius or TWC if, at the Stockholders’ Meeting (or any adjournment or postponement thereof), the requisite vote of the stockholders of Genius do not approve this Agreement and the transactions contemplated hereby, including approving the Amended and Restated Certificate of Incorporation of Genius in the form attached hereto as Exhibit G; (e) by TWC if (i) an Adverse Recommendation Change shall have occurred, (ii) the Board of Directors of Genius or any committee thereof fails to recommend (or reconfirm its recommendation promptly upon request) to Genius’ stockholders that they give the Genius Stockholder Approval, (iii) a breach tender or exchange offer or other solicitation or proposal that would constitute an alternative Competing Transaction Proposal is commenced on or after the date of this Agreement and Genius Board of Directors or any committee thereof fails to recommend against acceptance of such tender or exchange offer or other solicitation or proposal by Genius’ stockholders (including by means of taking no position with respect to the acceptance of such tender or exchange offer by the Party seeking Genius stockholders) within ten business days from the commencement thereof or (iv) the Board of Directors of Genius or any committee thereof resolves to terminate take any of the foregoing actions; (f) by TWC if Genius gives TWC a Termination Notice contemplated by Section 7.1(h); (g) by Genius if (i) the Board of Managers of TWC, (ii) the Board of Managers of The Xxxxxxxxx Company Funding LLC or (iii) the Board of Representatives of The Xxxxxxxxx Company Holdings LLC, or any committee thereof, whether or not permitted pursuant to the terms hereof, shall revoke, amend, modify, withdraw or otherwise change its approval or recommendation of advisability of this Agreement hereunder or the transactions contemplated hereby or shall resolve to take any such actions; (h) by Genius if (i) the Board of Directors of Genius has not primarily caused received a Superior Genius Proposal; (ii) in light of such failure to close; providedSuperior Genius Proposal the Board of Directors of Genius shall have determined in good faith, howeverafter consultation with outside counsel, that if on it is necessary for the Drop Dead Date the condition set forth Company Board to withdraw or modify its approval or recommendation of this Agreement or transactions contemplated hereby in Section 10.3.2 shall not have been satisfied but all other conditions order to comply with its fiduciary duty to the Closing stockholders of Genius under applicable Legal Requirements (any such determination, a “Superior Proposal Determination”); (iii) Genius has notified TWC in writing that it has made a Superior Proposal Determination (a “Termination Notice”) and shall have provided to TWC in writing the final terms and conditions of, such Superior Genius Proposal; (iv) Genius is in compliance with Section 4.3; (v) Genius has previously paid or concurrently pays the fees and expenses due under Section 7.3; and (vi) the Board of Directors of Genius concurrently approves, and Genius concurrently or promptly thereafter enters into, a definitive agreement providing for the implementation of such Superior Genius Proposal, provided that it has complied with all of the foregoing provisions, including the notice provision; or (i) by TWC if (A) Genius shall announce its intention to disclose publicly any confidential, proprietary or other non-public information of, regarding or affecting TWC or any of its affiliates or any of their respective officers, directors, members or managers or (B) any of the information referred to in clause (A) of this Section 7.1(i) shall be satisfied required to be disclosed pursuant to any Legal Requirement, which disclosure described in (A) or (B), or the effects thereof, shall be capable or could reasonably be likely to be, in the reasonable judgment of being satisfied upon satisfaction TWC, materially adverse to TWC or any of the condition set forth in Section 10.3.2its affiliates or any of their respective officers, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days (such extensiondirectors, the “Drop Dead Date Extension”)members or managers.

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such terminationnotice: 12.1.1. (a) by the mutual written consent of Purchaser Buyer and SellerSellers; 12.1.2. (b) by either Purchaser Buyer, on the one hand, or SellerSellers, on the other hand, if the non-terminating Party other party is in breach of its obligation to consummate the Transactions and such breach has not been cured within three Business Days any provision of receipt by such Party of written notice from the terminating Party of such breach; 12.1.3. by either Purchaser or Seller, if any of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, in each case, such that the which breach would give rise to a failure to satisfy any condition set forth in Section 10.1.1 or 10.2.19.1(a) and (b), respectivelyand Section 9.2(a) and (b), would not be satisfied and such failure or breach with respect to any such representation, warranty or obligation canshall not be have been cured or, if curable, shall continue uncured for a period within thirty (30) days of 60 days after the non-terminating Party has received written notice from the terminating party of such breach, provided, that the occurrence terminating party is not, on the date of such failure or termination, in material breach of any material provision of this Agreement; (provided that in no event shall such 60 day period extend beyond the Drop Dead Date); or 12.1.4. c) by either Seller Buyer, on the one hand, or PurchaserSellers, on the other hand, if (a) the Closing has not occurred on or prior to June 13February 28, 2011 (the “Drop Dead Outside Closing Date”) for any reason and (b) a breach of this Agreement by the Party seeking to terminate this Agreement hereunder has not primarily caused such failure to close; reason, provided, however, that if on the Drop Dead Date the condition set forth in Section 10.3.2 terminating party shall not have been satisfied but all other conditions breached its obligations hereunder in any manner that shall have contributed to the failure to consummate the Closing shall be satisfied by such date; (d) by either Buyer, on the one hand, or shall be capable of being satisfied upon Sellers, on the other hand, if satisfaction of a closing condition of the condition set forth terminating party in Article 9 is impossible, provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; (e) by either Buyer, on the one hand, or Sellers, on the other hand, if PLC Parent shall not have obtained the PLC Parent Shareholder Approval at the PLC Parent Shareholders’ Meeting, provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; or (f) by Sellers if the holders of PLC Parent shares (other than shares held by officers and directors of PLC Parent and any affiliate of any officer or director) with a fair market value of at least $200,000 (as measured based upon the closing price of PLC Common Stock reported on the OTC Bulletin Board on the last business day immediately prior to the PLC Parent Shareholders’ Meeting) and who are entitled to vote at the PLC Parent Shareholders’ Meeting, exercise their rights to dissent/object at or prior to the PLC Parent Shareholders’ Meeting under Section 10.3.2, then Purchaser and Seller may mutually agree to extend 193 of the Drop Dead Date an additional 90 days YBCA (such extension, which dissension or objection has not been legally withdrawn by the “Drop Dead Date Extension”time of the stockholder vote).

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such terminationnotice: 12.1.1. (i) by the mutual written consent of Purchaser Nutex and SellerParent; 12.1.2. (ii) by either Purchaser Nutex (A) if an Adverse Recommendation Change shall have occurred or SellerParent failed to make the Parent Board Recommendation, (B) if the non-terminating Party is Parent breached its obligations under Section 4.5(a) in breach of its obligation to consummate the Transactions and such breach has not been cured within three Business Days of receipt by such Party of written notice from the terminating Party of such breach; 12.1.3. by either Purchaser any material respect or Seller, (C) if any of the representations and or warranties of the other Party contained Parent and Merger Sub set forth in this Agreement fail to ARTICLE VI shall not be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, in each case, correct such that (x) the condition to Closing set forth in Section 10.1.1 or 10.2.1, respectively, 9.1(a) would not be satisfied and (y) the breach (or breaches) causing such failure representations or breach with respect warranties not to any such representation, warranty be so true and correct is (or obligation canare) either not be capable of being cured or, if curablecapable of being cured, shall continue uncured for a period not cured within the earlier of 60 (I) thirty (30) days after the non-terminating Party has received written notice from thereof is delivered to the terminating party Parent and (II) the Termination Date or (D) if any of the occurrence covenants and other obligations of the Parent or the Parent Subsidiaries set forth in this Agreement shall not have been performed and complied with in all material respects such that (x) the condition to Closing set forth in Section 9.1(b) would not be satisfied and (y) the failure to comply or perform with such covenants is either not capable of being cured or, if capable of being cured, not cured within the earlier of (I) thirty (30) days after written notice thereof is delivered to the Parent and (II) the Termination Date; provided, that Nutex is not then in material breach of this Agreement so as to cause the conditions to Closing set forth in Section 9.2 to be unsatisfied; (iii) by Parent, (A) at any time prior to receipt of the Parent Stockholder Approval, in order to enter into a binding written agreement with respect to a Superior Proposal, provided that Parent shall have complied in all material respects with its obligations under Section 4.5; or (B) if Nutex breached its obligations under Section 4.5(b) in any material respect; or (C) if any of the representations or warranties of Nutex set forth in ARTICLE VII shall not be true and correct such that (x) the condition to Closing set forth in Section 9.2(a) would not be satisfied and (y) the breach (provided or breaches) causing such representations or warranties not to be so true and correct is (or are) either not capable of being cured or, if capable of being cured, not cured within the earlier of (I) thirty (30) days after written notice thereof is delivered to Nutex and (II) the Termination Date; or (D) if any of the covenants and other obligations of Nutex set forth in this Agreement shall not have been performed and complied with in all material respects such that (x) the condition to Closing set forth in no event shall Section 9.2(b) would not be satisfied and (y) the failure to comply or perform with such 60 day period extend beyond covenants is either not capable of being cured or, if capable of being cured, not cured within the Drop Dead earlier of (I) thirty (30) days after written notice thereof is delivered to Nutex and (II) the Termination Date); orprovided, that the Parent and Merger Sub are not then in material breach of this Agreement so as to cause the conditions to Closing set forth in Section 9.1 to be unsatisfied; 12.1.4. (iv) by either Seller Nutex or Purchaser, Parent if (a) the Closing has not occurred on or prior to June 13the Termination Date, 2011 (or such later date as mutually agreed to in writing by the “Drop Dead Date”) Parties, for any reason and (breason, provided that neither Nutex or Parent shall be entitled to terminate this Agreement pursuant to this Section 11.1(a)(iv) a if such Party is in material breach of this Agreement in any manner that shall have caused the transactions contemplated herein to not be consummated on or before the Termination Date; (v) by either Nutex or Parent if (i) a Governmental Authority issues, enacts, promulgates or enforces any Law restraining, enjoining, preventing or otherwise prohibiting or making illegal the Party seeking consummation of the transactions contemplated herein or (ii) a Governmental Authority issues, enacts, promulgates or enforces an Order or takes any other action permanently restraining, enjoining, preventing or otherwise prohibiting or making illegal the consummation of the transactions contemplated herein, and such Order has become final and nonappealable; provided that the right to terminate under this Agreement hereunder has Section 11.1(a)(v) shall not primarily caused be available to a Party if any of the foregoing is due to a material breach by such failure Party of its obligations under this Agreement; (vi) by either Party pursuant to closeSection 4.12 as applicable; provided, however, that or (vii) by either Party if on the Drop Dead Date Parent Stockholder Meeting shall have concluded and the condition set forth in Section 10.3.2 Parent Stockholder Approval shall not have been satisfied but all other conditions to the Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days (such extension, the “Drop Dead Date Extension”)obtained.

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining (without prejudice to other remedies which may be available to the reason for such termination:Parties under this Agreement, at law or in equity): 12.1.1. (a) by the mutual written consent Consent of Purchaser the Buyers and Sellerthe Sellers; 12.1.2. (b) by either Purchaser written notice from the Buyers, on the one hand, or Sellerthe Sellers, on the other hand, if (i) any of the non-terminating Party Parties is in breach material Breach of its obligation to consummate the Transactions any material provision of this Agreement and such breach has Breach shall not have been cured within three Business Days thirty (30) days of receipt by such non-terminating Party of written notice from the a terminating Party of such breachBreach; and (ii) none of the terminating Parties is, on the date of termination, in material Breach of any material provision of this Agreement; 12.1.3. (c) by either Purchaser or Seller, if any of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, in each case, such that the condition set forth in Section 10.1.1 or 10.2.1, respectively, would not be satisfied and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue uncured for a period of 60 days after the non-terminating Party has received written notice from the terminating party of Buyers, on the occurrence of such failure one hand, or breach (provided that in no event shall such 60 day period extend beyond the Drop Dead Date); or 12.1.4. by either Seller or PurchaserSellers, on the other hand, if (ai) the Closing has not occurred on or prior to June 13, 2011 (the “Drop Dead Date”) Date for any reason reason; and (bii) a breach no terminating Party is, on the date of termination, in material Breach of any material provision of this Agreement Agreement; (d) by written notice from the Buyers, on the one hand, or the Sellers, on the other hand, if (i) satisfaction of a closing condition of any terminating Party in Article 5 is impossible; and (ii) such terminating Party is not, on the date of termination, in material Breach of any material provision of this Agreement; and (e) by the Party seeking Buyers if a Seller is in Breach of the representations and warranties set forth in Article 2, or by the Sellers if a Buyer is in Breach of the representations and warranties set forth in Article 3 and, in each case, at and as of any time prior to the Closing Date, the Liabilities with respect thereto are JPY 100,000,000 or more, including, for the avoidance of doubt, for amounts of the Overseas Income Taxes to the extent not fully provided for in the Financial Statements, if the foregoing representations and warranties were made by the Sellers as of any date during the period commencing on the Effective Date and ending on the Closing Date; provided that the Sellers shall not have any right to terminate this Agreement hereunder has not primarily caused if any such failure Breach arises out of, results from or relates to close; provided, however, that if on the Drop Dead Date the condition set forth in Section 10.3.2 shall not have been satisfied but all other conditions to the Closing shall be satisfied any Seller’s willful misconduct or shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days (such extension, the “Drop Dead Date Extension”)gross negligence.

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such terminationnotice: 12.1.1. (i) by the mutual written consent of Purchaser Sxxxxx and SellerParent; 12.1.2. (ii) by either Purchaser or Seller, if the non-terminating Party Parent and/or Merger Sub is in material breach of its obligation to consummate the Transactions and such breach has not been cured within three Business Days any provision of receipt by such Party of written notice from the terminating Party of such breach; 12.1.3. by either Purchaser or Seller, if any of the representations and warranties of the other Party contained in this Agreement fail to be true and correct, or if the other Party has breached a covenant, obligation or agreement set forth in this Agreement, in each case, such that the which material breach would give rise to a failure to satisfy any condition set forth in Section 10.1.1 or 10.2.19.1, respectively, would not be satisfied and such failure or breach with respect to any such representation, warranty or obligation canshall not be have been cured or, if curable, shall continue uncured for a period within thirty (30) days of 60 days after the non-terminating Party has received written notice from the terminating party of such breach, provided, that the occurrence terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; (iii) by Parent, if Seller is in material breach of any provision of this Agreement, which material breach would give rise to a failure to satisfy any condition set forth in Section 9.2, and such breach shall not have been cured within thirty (30) days of written notice from the terminating party of such failure or breach, provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; (provided that iv) by Seller, at any time prior to the initial confidential submission to the SEC of a registration statement for the IPO, subject to payment by Seller of 50% of the IPO Costs attributable to Seller; provided, however, notwithstanding the foregoing, in no the event Seller terminates this Agreement pursuant to this subsection, Seller shall such 60 continue to be subject to the exclusivity provisions of Section 4.5 hereof until twenty-four (24) months from the date of this Agreement; (v) by Seller, within one business day period extend beyond of the Drop Dead Date)pricing the IPO, if the aggregate amount of consideration payable to Seller Equity Owner (determined by multiplying the number of shares of Public Entity Common Stock to be issued to the Seller Equity Owner as Merger Consideration by the price per share at which the Public Entity Common Stock is offered to the public in the IPO) is valued at less than ten (10) times EBITDA for calendar 2021; (vi) by Seller if the Merger Consideration to be received by Seller pursuant to the IPO is less than ten (10) times Seller’s EBITDA for calendar 2021; or 12.1.4. (vii) by either Seller or Purchaser, Parent if (a) the Closing has not occurred on or prior to June 13a date which is twenty-four (24) months following the Signing Date, 2011 (or such later date as mutually agreed to in writing by the “Drop Dead Date”) parties, for any reason and (b) a breach of this Agreement by the Party seeking to terminate this Agreement hereunder has not primarily caused such failure to close; reason, provided, however, that if on the Drop Dead Date the condition set forth in Section 10.3.2 terminating party shall not have been satisfied but all other conditions breached its obligations hereunder in any manner that shall have contributed to the failure to consummate the Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the condition set forth in Section 10.3.2, then Purchaser and Seller may mutually agree to extend the Drop Dead Date an additional 90 days (by such extension, the “Drop Dead Date Extension”)date.