Common use of Conditions of Termination Clause in Contracts

Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date by mutual written consent of the Seller Representative and time that the Merger Agreement is terminated in accordance with its terms, Buyer; (b) with respect to by the Buyer if any individual Purchaser, upon the mutual written agreement of Seller or the Company and such Purchaserhas breached any representation, (c) ifwarranty, on covenant or agreement contained in this Agreement, which breach would give rise to the Closing Date, failure of any of the conditions of Closing set forth in Section 6 13 to be satisfied, and which breach cannot be cured by such Seller or the Company, as the case may be, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is 30 calendar days after receipt by the Seller Representative of notice in writing from the Buyer specifying the nature of such breach and requesting that it be cured (provided, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 14.1(b) if the Buyer is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 12); (c) by the Seller Representative if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement, which breach would give rise to the failure of any of the conditions set forth in Section 12 to be satisfied, and which breach cannot be cured by the Buyer, or, if capable of being cured, shall not have been satisfied cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is 30 calendar days after receipt by the Buyer of notice in writing from the Seller Representative specifying the nature of such breach and requesting that it be cured (provided, that the Seller Representative shall not have the right to terminate this Agreement pursuant to this Section 14.1(c) if any Seller or the Company is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 13); (d) by the Seller Representative or the Buyer if (i) there shall be a final, non-appealable order of a federal or state court in effect permanently preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final, non-appealable action taken, or any judgement, decree, statute, rule, regulation or order enacted, promulgated or issued and deemed applicable to the transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or (e) by the Seller Representative or the Buyer if the Closing shall not have been consummated by the date that is 90 calendar days after the date hereof (the “Outside Date”), provided that if the Closing has not occurred as of the time required hereunder Outside Date solely because any waiting period (and any extension thereof) under the HSR Act applicable to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will and the Ancillary Agreements shall not have expired or shall not have been terminated as of such date, then the Outside Date shall be automatically extended for an additional period of sixty (60) days, provided further that the right to terminate this Agreement under this Section 14.1(e) shall not be and are not consummatedavailable to any party whose failure to fulfill any material covenant under this Agreement has been the cause of, or (d) if resulted in, the failure of the Closing has not occurred to occur on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “date.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date by mutual consent of the Seller Representatives and time that the Merger Agreement is terminated in accordance with its terms, Buyers; (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, Buyers if any Seller or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing Beneficial Owner has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of breached any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement and each party will be entitled has not, in the case of a breach of a covenant or agreement, cured such breach within twenty (20) Business Days after written notice to any remedies at law or the Seller Representatives (provided that the Buyers shall not have the right to terminate this Agreement pursuant to this Section 16.1(b) if the Buyers are then in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon material breach of the termination terms of this Agreement in accordance with this Section 7Agreement, except as and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 15.1 or 15.2 hereof, as the proviso case may be, will not or cannot be satisfied; (c) by the Buyers if the condition set forth in Section 15.13 is not satisfied on or prior to December 31, 2018; (d) by the Seller Representatives if either Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within twenty (20) Business Days after written notice to the immediately preceding sentence Buyers (provided, that the Seller Representatives shall not have the right to terminate this Agreement pursuant to this Section 16.1(d) if any Seller or Beneficial Owner is then in material breach of the terms of this Section 7Agreement; and provided further that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Sections 14.1 and 14.2 hereof, as the case may be, will not or cannot be satisfied; (e) by the Seller Representatives or the Buyers if (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any court, arbitrator or other Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (f) by the Seller Representatives or the Buyers if the Closing shall not have been consummated by March 31, 2019; provided that the right to terminate this Agreement under this Section 16.1(f) shall not be void and of no further effect and available to any portion party whose willful or knowing failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Purchase Price paid by any Purchaser Closing to Company in connection herewith shall promptly following occur on or before such termination be returned to such Purchaser. “date.

Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchasereach of the Purchasers, (cb) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (dc) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof)November 26, 2024, other than solely as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon “Willful Breach” means a deliberate act or deliberate failure to act, taken with the termination actual knowledge that such act or failure to act would result in or constitute a material breach of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “Agreement.

Conditions of Termination. This Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the by mutual written agreement consent of the Company and such the Purchaser; (b) by either the Company or the Purchaser if: (i) the Closing shall not have occurred on or prior to 5:00 p.m., New York time, on the End Date (or, if later, the Deferral Date) and the party seeking to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not have breached in any material respect its obligations under this Agreement; or (ii) any Restraint having the effect set forth in Section 6.1(a) shall be in effect and shall have become final and nonappealable. (c) if, on by the Closing Date, Purchaser if any of the conditions in Section 6.1 or Section 6.3 are incapable of Closing being satisfied by the End Date (or, if later, the Deferral Date) and the Purchaser shall not have breached in any material respect its obligations under this Agreement; (d) by the Company if any of the conditions in Section 6.1 or Section 6.2 (except Sections 6.1(b) and 6.1(c)) are incapable of being satisfied by the End Date (or, if later, the Deferral Date) and Company shall not have breached in any material respect its obligations under this Agreement; (e) by the Purchaser if (i) the Board of Directors approves and authorizes an Alternative Transaction or (ii) the Company enters into a definitive agreement providing for an Alternative Transaction; (f) by the Company in conjunction with entering into a definitive agreement providing for an Alternative Transaction; (g) By the Purchaser if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6 have 6.1 or Section 6.3 and (ii) cannot been satisfied as of the time required hereunder to be so satisfied or waived cured by the party entitled to grant such waiverEnd Date, or are not capable of being satisfied andor, as a result thereofif later, the transactions contemplated by Deferral Date, provided that the Purchaser shall have given the Company written notice, delivered at least thirty (30) days prior to such termination, stating the Purchaser’s intention to terminate this Agreement will not be pursuant to this Section 7.1(g) and are not consummated, or the basis for such termination; or (dh) By the Company if the Closing has not occurred on Purchaser shall have breached or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof)failed to perform any of its representations, other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; providedwarranties, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation covenants or other provision agreements contained in this Agreement and each party will be entitled Agreement, which breach or failure to any remedies at law or perform (i) would result in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination a failure of this Agreement in accordance with this Section 7, except as a condition set forth in Section 6.1 or Section 6.2 and (ii) cannot be cured by the proviso End Date, or if later, the Deferral Date, provided that the Company shall have given the Purchaser written notice, delivered at least thirty (30) days prior to such termination, stating the immediately preceding sentence of Company’s intention to terminate this Agreement pursuant to this Section 7, this Agreement shall be void 7.1(h) and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following basis for such termination be returned to such Purchaser. “termination.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated by written notice at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date by mutual consent of the Seller and time that the Merger Agreement is terminated in accordance with its terms, Buyer; (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) Buyer if the Closing any Seller has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of breached any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement and each party will be entitled has not cured such breach within thirty (30) days after written notice to any remedies at law or the Seller (provided that the Buyer is not then in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon material breach of the termination terms of this Agreement Agreement; and provided, further, that no cure period shall be required for (1) a breach which by its nature cannot be cured or (2) a failure to make delivery of stock certificates evidencing the shares of Summit View in accordance with this Section 7, except as 9.11(a)) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the proviso case may be, will not be satisfied; (c) by the Seller if any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the immediately preceding sentence Buyer (provided that the Seller is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 78.1 or Section 8.2 hereof, as the case may be, will not be satisfied; (d) by the Seller or the Buyer if there shall be a final, non-appealable order of a court of competent jurisdiction in the United States in effect preventing, restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby; (e) by the Buyer if the consent of the STB shall not have been granted and all appeals of such determination shall have been taken and unsuccessful; or (f) by the Seller or the Buyer if the Closing shall not have been consummated within nine months after the date hereof; provided that the right to terminate this Agreement under this Section 10.1(f) shall not be void and of no further effect and available to any portion party if the failure of the Purchase Price paid by Closing to have occurred was primarily due to the failure of such party to perform any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “of its obligations under this Agreement.

Conditions of Termination. This Notwithstanding anything herein to the contrary, this Agreement shall terminate and may be void and terminated at any time before the Effective Time (notwithstanding any approval of no further force and effect, and all obligations this Agreement by the stockholders of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Company): (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the By mutual written agreement consent of the Company and such PurchaserParent, which consent shall have been approved by action of their respective Boards of Directors; (cb) ifBy written notice of either the Company or Parent, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has Effective Time shall not have occurred on or before prior to December 31, 2012 (the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof“Outside Date”), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein the right to terminate this Agreement under this Section 8.1(b) shall relieve not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of, or resulted in, the failure of any liability for common law fraud the Effective Time to occur on or for any Willful Breach before the Outside Date and such action or failure to perform constitutes a breach of this Agreement; (c) By written notice of Parent (if Parent is not in material breach of its obligations or its representations and warranties under this Agreement), if there has been a breach by the Company of any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement which (i) would result in a failure of a condition set forth in Section 7.2(a) or Section 7.2(b) and each party will (ii) has not been or cannot be entitled cured by the earlier of (A) the Outside Date or (B) thirty (30) calendar days after written notice to the Company of such breach and the intention to terminate this Agreement pursuant to this Section 8.1(c); (d) By written notice of the Company (if the Company is not in material breach of its obligations or its representations and warranties under this Agreement), if there has been a breach by Parent or Merger Sub of any representation, warranty, covenant or agreement contained in this Agreement which (i) would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (ii) has not been or cannot be cured by the earlier of (A) the Outside Date or (B) thirty (30) calendar days after written notice to Parent or Merger Sub, as applicable, of such breach and the intention to terminate this Agreement pursuant to this Section 8.1(d); (e) By written notice of Parent if (i) prior to obtaining the Company Shareholder Approval (A) a Change of Recommendation shall have occurred or (B) any three (3) or more members of the Company Board shall have publicly stated that such members oppose the Merger, or any three (3) members of the Company Board shall have required the inclusion in the Proxy Statement or any other filing made by the Company with the SEC a statement to the effect that such members oppose the Merger, (ii) the Company enters into an Acquisition Agreement with a Third Party, (iii) the Company Board shall have approved or publicly recommended any Acquisition Proposal, or (iv) the Company shall have breached any of its obligations under Section 6.3 (other than any immaterial or inadvertent breaches thereof not intended to result in an Acquisition Proposal); (f) By written notice of either Parent or the Company if the Company Shareholder Approval shall not have been obtained at the Shareholders’ Meeting duly convened therefor (or at any adjournment or postponement thereof) at which a quorum is present and the vote to adopt this Agreement and approve the Merger is taken; (g) By written notice of the Company, if following a Change of Recommendation, the Company Board authorizes the Company to enter into an Acquisition Agreement concerning a transaction that constitutes a Superior Proposal, subject to Section 6.3; or (h) By written notice of either Parent or the Company, if a Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law that is in effect and permanently enjoins or otherwise prohibits the consummation of the Merger and the transactions contemplated hereby; provided that the right to terminate this Agreement pursuant to this Section 8.1(h) shall not be available to any remedies at law or in equity to recover losses, liabilities or damages arising from party whose breach of any such Willful Breach. Upon the termination provision of this Agreement results in accordance with this Section 7, except as set forth in such Law permanently enjoining or otherwise prohibiting the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion consummation of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “Merger and the transactions contemplated hereby.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date By mutual consent of SAVVIS and time that the Merger Agreement is terminated in accordance with its terms, Buyer; (b) with respect to any individual PurchaserBy the Buyer, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, if any of SAVVIS Parent or the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing Sellers has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of breached any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon that the termination of this Agreement in accordance with this Section 7, except as conditions set forth in Section 11.1 or the proviso first sentence of Section 11.2 hereof will not be satisfied, and has not, in the case of a breach of a covenant or agreement, cured such breach within 20 calendar days after written notice to SAVVIS of its intent to terminate this Agreement pursuant to this Section 12.1(b) (provided, that the Buyer and Level 3 are not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured); (c) By SAVVIS, if Level 3 or the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement such that the conditions set forth in Section 10.1 or the first sentence of Section 10.2 hereof will not be satisfied, and has not, in the case of a breach of a covenant or agreement, cured such breach within 20 calendar days after written notice to the immediately preceding sentence Buyer of its intent to terminate this Agreement pursuant to this Section 12.1(c) (provided, that SAVVIS Parent and the Sellers are not then in material breach of the terms of this Section 7Agreement, this Agreement and provided further, that no cure period shall be void and required for a breach which by its nature cannot be cured); (d) By SAVVIS or the Buyer if: (i) there shall be a final, non-appealable order of no further a federal or state court in effect and any portion preventing consummation of the Purchase Price paid transactions contemplated hereby; or (ii) there shall be enacted any federal or state statute which would make consummation of the transactions contemplated hereby illegal; or (e) By SAVVIS or the Buyer if the Closing shall not have been consummated by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “March 22, 2007.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing Date: (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the by mutual written agreement of each of the Company and Buyer; (b) by Buyer if Company or any Stockholder has breached any representation, warranty, covenant or agreement contained in this Agreement, such Purchaser, (c) if, on the Closing Date, any of that the conditions of Closing set forth in Section 6 have 10.1 or Section 10.2, as the case may be, would not been be satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on any date following the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party Buyer may not terminate this Agreement pursuant to this Section 11.1(b) if any such breach has been cured within ten (10) Business Days after written notice by Buyer to Company and the Stockholders informing Company and the Stockholders of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Buyer may not terminate this Agreement pursuant to this Section 11.1(b) if Buyer is then in material breach of any liability for common law fraud or for any Willful Breach the terms of this Agreement; (c) by the Company and the Stockholders if Buyer has breached any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement, such that the conditions set forth in Section 9.1 or Section 9.2, as the case may be, would not be satisfied as of any date following the date hereof; provided, however, that Company and the Stockholders may not terminate this Agreement and each party will be entitled pursuant to any remedies at law or in equity to recover losses, liabilities or damages arising from this Section 11.1(c) if any such Willful Breach. Upon breach has been cured within ten (10) Business Days after written notice by the Company and the Stockholders to Buyer informing Buyer of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Company and the Stockholders may not terminate this Agreement pursuant to this Section 11.1(c) if it is then in material breach of the terms of this Agreement; (d) by the Company or Buyer, if (i) there shall be a final, non-appealable order of a foreign, federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Authority which would make consummation of the transactions contemplated hereby illegal; (e) by Buyer, if the Closing shall not have occurred on or before September 30, 2014 (the “Outside Date”); provided, however, that termination of this Agreement in accordance with pursuant to this Section 711.1(e) shall not be available to Buyer if Buyer shall have failed to fulfill any material obligation imposed upon Buyer under this Agreement, except as set forth in which failure has been both willful and the proviso cause of, or resulted in, the failure of the Closing to be consummated on or before the immediately preceding sentence Outside Date; and (f) by the Company, if the Closing shall not have occurred on or before the Outside Date; provided, however, that termination of this Agreement pursuant to this Section 7, this Agreement 11.1(f) shall not be void and of no further effect and available to Company if Company or any portion of the Purchase Price paid by Stockholders shall have failed to fulfill any Purchaser material obligation imposed upon Company under this Agreement, which failure has been both willful and the cause of, or resulted in, the failure of the Closing to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “consummated on or before the Outside Date.

Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchasereach of the Purchasers, (cb) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (dc) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof)August 11, 2023, other than solely as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon “Willful Breach” means a deliberate act or deliberate failure to act, taken with the termination actual knowledge that such act or failure to act would result in or constitute a material breach of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “Agreement.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date By mutual consent of the Sellers on the one hand and time that the Merger Agreement is terminated in accordance with its terms, Buyer on the other; (b) with respect to any individual Purchaser, upon By the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) Buyer if the Closing has not occurred on or before the End Date (as defined Sellers have breached in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of material respect any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement and each party will be entitled has not, in the case of a breach of a covenant or agreement, cured such breach within twenty (20) Business Days after written notice to any remedies at law or the Sellers (provided, that the Buyer is not then in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon material breach of the termination terms of this Agreement in accordance with this Section 7Agreement, except as and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 14.1 or Section 14.2 hereof, as the proviso case may be, will not be satisfied; (c) By the Sellers if the Buyer has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within twenty (20) Business Days after written notice to the immediately preceding sentence Buyer (provided, that the Sellers are not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 713.1 or Section 13.2 hereof, as the case may be, will not be satisfied; (d) By the Sellers on the one hand or the Buyer on the other hand if (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; provided that the right to terminate this Agreement under this Section 15.1(d) shall not be void and of no further effect and available to any portion party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the occurrence of the Purchase Price paid events set forth in (i) or (ii) above; or (e) By the Sellers on the one hand or the Buyer on the other hand if the Closing shall not have been consummated by September 30, 2008, provided that the right to terminate this Agreement under this Section 15.1(e) shall not be available to any Purchaser party whose failure to Company in connection herewith shall promptly following fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to occur on or before such termination be returned to such Purchaser. “date.

Conditions of Termination. This Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing as follows: (a) such date By mutual written consent of Parent, ISG and time that the Merger Agreement is terminated in accordance with its terms, Buyer; (b) with respect By Parent by notice to any individual PurchaserBuyer, upon the mutual written agreement of the Company and such Purchaser, (c) ifor by Buyer by notice to Parent, on or after the Closing Datedate that is six months after the Execution Date (the "TERMINATION DATE"), any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has shall not have occurred on or before prior to the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunderTermination Date; provided, however, that nothing herein a party shall relieve not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of 50 termination by Parent) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By Parent by notice to Buyer, or by Buyer by notice to Parent, if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(d) shall have become effective; provided, however, that the party seeking to terminate this Agreement pursuant to this Agreement Section 8.1 has used its commercially reasonable efforts to remove such injunction or other order; (d) By Parent, by notice to Buyer, if Parent has previously provided Buyer with notice of any liability for common law fraud or for any Willful Breach inaccuracy of any representationrepresentation or warranty contained in Section 4.2 or Section 4.3, warrantywhich inaccuracy could reasonably be expected to result in, covenantindividually or in the aggregate with the results of other inaccuracies, obligation an ISG Material Adverse Effect, or other provision a material failure to perform any covenant of ISG or Buyer contained in this Agreement or any Ancillary Agreement to which ISG or Buyer is party, and each party will ISG or Buyer, as applicable, has failed, within 10 days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Parent of ISG's or Buyer's ability, as applicable, to remedy such inaccuracy or perform such covenant; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 8.1(d) if any Seller is then in material breach of this Agreement; (e) By Buyer, by notice to Parent, if Buyer has previously provided Parent with notice of any inaccuracy of any representation or warranty of Sellers contained in Section 4.1, which inaccuracy could reasonably be entitled expected to any remedies at law result in, individually or in equity the aggregate with the results of other inaccuracies, a Seller Material Adverse Effect, or a material failure to recover lossesperform any covenant of Sellers contained in this Agreement or any Ancillary Agreement to which any Seller is party, liabilities and Sellers have failed, within 10 days after such notice, to remedy such inaccuracy or damages arising from any perform such Willful Breach. Upon covenant or provide reasonably adequate assurance to Buyer of Sellers' ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the termination right to terminate this Agreement under this Section 8.1(e) if ISG or Buyer is then in material breach of this Agreement; (f) By Buyer, by notice to Parent, if any event, fact or circumstance identified in Section 7.2(f) or Section 7.2(g) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement in accordance with under this Section 78.1(f) if ISG or Buyer is then in material breach of this Agreement. (g) By Buyer, except as set forth by notice to Parent, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within two Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the proviso form attached as Exhibit C or in other form satisfactory to Buyer) is not entered by the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion Bankruptcy Court within 25 days of the Purchase Price paid Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory to Buyer) is not entered by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “the Bankruptcy Court within 60 days of the Execution Date. (h) Automatically, if Sellers consummate an Alternative Transaction.

Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of Notwithstanding anything to the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of contrary (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the By mutual written agreement consent of the Company and such Purchaserthe Buyer; (b) By the Buyer, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing Company has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of materially breached any representation, warranty, covenant, obligation or other provision agreement contained in this Agreement, and has not, in the case of a breach of a covenant or agreement, cured such breach, in all material respects, within fifteen (15) days after written notice to the Company (provided that the Buyer is not then in material breach of the terms of this Agreement and provided, further, that no cure period shall be required for a breach that by its nature cannot be cured), such that the conditions set forth in Article XIII hereof will not be satisfied; (c) By the Company, if the Buyer has materially breached any representation, warranty, covenant, or agreement contained in this Agreement and each party will be entitled has not, in the case of a breach of a covenant or agreement, cured such breach, in all material respects, within fifteen (15) days after written notice to any remedies at law or the Buyer (provided that the Company is not then in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon material breach of the termination terms of this Agreement in accordance with this Section 7and provided, except as further, that no cure period shall be required for a breach that by its nature cannot be cured) such that the conditions set forth in Article XII will not be satisfied; (d) By the proviso Company or the Buyer if: (i) there shall be a final, nonappealable Order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken or any Law, statute, rule, regulation, or Order enacted, promulgated, or issued or deemed applicable to the immediately preceding sentence transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or (e) By the Company or the Buyer if the Closing shall not have been consummated by September 30, 2014, for any reason, provided that the right to terminate this Agreement under this Section 7, 14.01(e) shall not be available to any Party whose failure to fulfill any material obligation under this Agreement shall be void and of no further effect and any portion has been the cause of, or resulted in, the failure of the Purchase Price paid by any Purchaser Closing to Company in connection herewith shall promptly following occur on or before such termination be returned to such Purchaser. “date.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing Date: (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the by mutual written agreement of each of the Company and Buyer; (b) by Buyer if Company or any Member has breached any representation, warranty, covenant or agreement contained in this Agreement, such Purchaser, (c) if, on the Closing Date, any of that the conditions of Closing set forth in Section 6 have 10.1 or Section 10.2, as the case may be, would not been be satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on any date following the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party Buyer may not terminate this Agreement pursuant to this Section 11.1(b) if any such breach has been cured within ten (10) Business Days after written notice by Buyer to Company and the Members informing Company and the Members of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Buyer may not terminate this Agreement pursuant to this Section 11.1(b) if Buyer is then in material breach of any liability for common law fraud or for any Willful Breach the terms of this Agreement; (c) by the Company and the Members if Buyer has breached any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement, such that the conditions set forth in Section 9.1 or Section 9.2, as the case may be, would not be satisfied as of any date following the date hereof; provided, however, that Company and the Members may not terminate this Agreement and each party will be entitled pursuant to any remedies at law or in equity to recover losses, liabilities or damages arising from this Section 11.1(c) if any such Willful Breach. Upon breach has been cured within ten (10) Business Days after written notice by the Company and the Members to Buyer informing Buyer of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Company and the Members may not terminate this Agreement pursuant to this Section 11.1(c) if it is then in material breach of the terms of this Agreement; (d) by the Company or Buyer, if (i) there shall be a final, non-appealable order of a foreign, federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Authority which would make consummation of the transactions contemplated hereby illegal; (e) by Buyer, if the Closing shall not have occurred on or before December 31, 2013 (the “Outside Date”); provided, however, that termination of this Agreement in accordance with pursuant to this Section 711.1(e) shall not be available to Buyer if Buyer shall have failed to fulfill any material obligation imposed upon Buyer under this Agreement, except as set forth in which failure has been both willful and the proviso cause of, or resulted in, the failure of the Closing to be consummated on or before the immediately preceding sentence Outside Date; and (f) by the Company, if the Closing shall not have occurred on or before the Outside Date; provided, however, that termination of this Agreement pursuant to this Section 7, this Agreement 11.1(f) shall not be void and of no further effect and available to Company if Company or any portion of the Purchase Price paid by Members shall have failed to fulfill any Purchaser material obligation imposed upon Company under this Agreement, which failure has been both willful and the cause of, or resulted in, the failure of the Closing to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “consummated on or before the Outside Date.

Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchasereach of the Purchasers, (cb) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (dc) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof)March 15, 2024, other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon “Willful Breach” means a deliberate act or deliberate failure to act, taken with the termination actual knowledge that such act or failure to act would result in or constitute a material breach of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “Agreement.

Conditions of Termination. This Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time prior to the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing Transfer as follows: (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the by mutual written agreement of the Company Seller and such Purchaser, Buyer; (b) in the event of denial of City Approval or State Approval as set forth in and subject to Section 4.04. (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant Seller or Buyer if any court of competent jurisdiction or other Governmental Authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Transaction, and such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be Order shall have become final and are not consummated, or (d) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereundernon-appealable; provided, however, that nothing herein shall relieve any party the Party seeking to terminate this Agreement pursuant to this clause (b) shall not be available to any Party whose breach or failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Transfer; (d) by Buyer, if the Seller shall have breached in any liability for common law fraud material respect any of their respective representations or for warranties or shall have breached or failed to perform or comply with any Willful Breach of any representation, warranty, covenant, obligation its respective covenants or other provision contained agreements in this Agreement in any material respect or Continuing Member has breached any obligations or commitments in the A&R OA and each party will such breach or failure cannot be entitled cured or has not been cured within thirty (30) days after the giving of written notice by Buyer to the Seller/Continuing Member-specifying such breach or failure; or (e) by the Seller, if Buyer shall have breached in any remedies at law material respect any of its representations or warranties or shall have breached or failed to perform or comply with any of its covenants or agreements in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination of this Agreement in accordance with this Section 7, except as set forth in any material respect and such breach or failure cannot be cured or has not been cured within thirty (30) days after the proviso giving of written notice by the Seller to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following Buyer specifying such termination be returned to such Purchaser. “breach or failure.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date By mutual written consent of the Sellers and time that the Merger Agreement is terminated in accordance with its terms, Buyer; (b) with respect to any individual PurchaserBy the Buyer, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of Sellers have materially breached any representation, warranty, covenant, obligation or other provision agreement contained in this Agreement, and has not, in the case of a breach of a covenant or agreement, cured such breach within fifteen (15) days after written notice to the Sellers (provided that the Buyer is not then in material breach of the terms of this Agreement, and provided, further, that no cure period shall be required for a breach that by its nature cannot be cured) such that the conditions set forth in Article X hereof will not be satisfied; (c) By the Sellers, if the Buyer has materially breached any representation, warranty, covenant, or agreement contained in this Agreement and each party will be entitled has not, in the case of a breach of a covenant or agreement, cured such breach within fifteen (15) days after written notice to any remedies at law or the Buyer (provided that the Sellers are not then in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon material breach of the termination terms of this Agreement in accordance with this Section 7Agreement, except as and provided, further, that no cure period shall be required for a breach that by its nature cannot be cured) such that the conditions set forth in Article IX will not be satisfied; (d) By the proviso Sellers or the Buyer if: (i) there shall be a final, nonappealable Order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken or any Law or Order enacted, promulgated, or issued or deemed applicable to the immediately preceding sentence transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or (e) By the Sellers or the Buyer if the Closing shall not have been consummated by May 31, 2020, for any reason, provided that the right to terminate this Agreement under this Section 7, 11.01(e) shall not be available to any Party whose failure to fulfill any material obligation under this Agreement shall be void and of no further effect and any portion has been the cause of, or resulted in, the failure of the Purchase Price paid by any Purchaser Closing to Company in connection herewith shall promptly following occur on or before such termination be returned to such Purchaser. “date.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing Date: (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the by mutual written agreement of each of the Company and Buyer; (b) by Buyer if Company or any Member has breached any representation, warranty, covenant or agreement contained in this Agreement, such Purchaser, (c) if, on the Closing Date, any of that the conditions of Closing set forth in Section 6 have 10.1 or Section 10.2, as the case may be, would not been be satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on any date following the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party Buyer may not terminate this Agreement pursuant to this Section 11.1(b) if any such breach has been cured within ten (10) Business Days after written notice by Buyer to Company and the Members informing Company and the Members of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Buyer may not terminate this Agreement pursuant to this Section 11.1(b) if Buyer is then in material breach of any liability for common law fraud or for any Willful Breach the terms of this Agreement; (c) by the Company and the Members if Buyer has breached any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement, such that the conditions set forth in Section 9.1 or Section 9.2, as the case may be, would not be satisfied as of any date following the date hereof; provided, however, that Company and the Members may not terminate this Agreement and each party will be entitled pursuant to any remedies at law or in equity to recover losses, liabilities or damages arising from this Section 11.1(c) if any such Willful Breach. Upon breach has been cured within ten (10) Business Days after written notice by the Company and the Members to Buyer informing Buyer of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Company and the Members may not terminate this Agreement pursuant to this Section 11.1(c) if it is then in material breach of the terms of this Agreement; (d) by the Company, Buyer, if (i) there shall be a final, non-appealable order of a foreign, federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Authority which would make consummation of the transactions contemplated hereby illegal; (e) by Buyer, if the Closing shall not have occurred on or before December 31, 2012 (the “Outside Date”); provided, however, that termination of this Agreement in accordance with pursuant to this Section 711.1(e) shall not be available to Buyer if Buyer shall have failed to fulfill any material obligation imposed upon Buyer under this Agreement, except as set forth in which failure has been both willful and the proviso cause of, or resulted in, the failure of the Closing to be consummated on or before the immediately preceding sentence Outside Date; and (f) by the Company, if the Closing shall not have occurred on or before December 31, 2012 (the “Outside Date”); provided, however, that termination of this Agreement pursuant to this Section 7, this Agreement 11.1(f) shall not be void and of no further effect and available to Company if Company or any portion of the Purchase Price paid by Members shall have failed to fulfill any Purchaser material obligation imposed upon Company under this Agreement, which failure has been both willful and the cause of, or resulted in, the failure of the Closing to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “consummated on or before the Outside Date.

Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchasereach of the Purchasers (solely as to itself), (cb) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (dc) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof)September 20, 2022, other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to seek any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon “Willful Breach” means a deliberate act or deliberate failure to act, taken with the termination actual knowledge that such act or failure to act would result in or constitute a material breach of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “Agreement.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time prior to the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date by written agreement of Seller and time that the Merger Agreement is terminated in accordance with its terms, Buyer; (b) with respect by either Buyer or Seller if any Governmental Entity having competent jurisdiction has issued a final, non-appealable order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to any individual PurchaserParty whose failure to comply with its obligations under this Agreement has been the primary cause of such order, upon the mutual written agreement of the Company and such Purchaserdecree, ruling, injunction or other action; (c) ifby Buyer, on in the Closing Dateevent of any breach by Seller of any of its representations, warranties, covenants or agreements contained herein, which breach would result in the failure to satisfy any of the conditions of Closing set forth in Section 6 have 8.2 or Section 8.3, and in each case, the failure of Seller to cure such breach (if capable of cure) within the earlier of (x) fifteen (15) days after receipt of notice from Buyer requesting such breach to be cured and (y) the Outside Date; provided that the right to terminate this Agreement pursuant to this Section 9.1(c) shall not been satisfied be available to Buyer at any time that Buyer is in breach of any of Buyer’s representations, warranties, covenants or agreements contained herein which breach would result in the failure to satisfy any of the conditions set forth in Section 7.2 or Section 7.3 as of the time required hereunder date of termination if the Closing were to be so occur on such date; and (d) by Seller, if (i) all of the conditions set forth in Article VIII are satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the party entitled to grant such waiverClosing, or are not which are, at the time of termination of this Agreement, capable of being satisfied andif the Closing were to occur at such time), as a result thereof(ii) on or after the date Closing should have occurred pursuant to Section 3.3, Seller has notified Buyer in writing that all conditions set forth in Article VII have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, which are, at the time of termination of this Agreement, capable of being satisfied if the Closing were to occur at such time) or waived and Seller is ready, willing and able to consummate the transactions contemplated by this Agreement will not be on such date and are not consummated, or (diii) if Buyer fails to consummate the Closing has not occurred transactions contemplated by this Agreement on or before the End Date third (as defined 3rd) Business Day after delivery of the notice referred to in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence clause (ii) of this Section 7, this Agreement shall be void 9.1(d) and of no further effect and any portion of Seller was prepared to consummate the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following Closing on each day during such termination be returned to such Purchaser. “three (3) Business Day period.

Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchasereach of the Purchasers (solely as to itself), (cb) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (dc) if the Closing has not occurred on or before the End Date fifth (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on 5th) business day following the date hereof)of execution of this Agreement, other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to seek any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon “Willful Breach” means a deliberate act or deliberate failure to act, taken with the termination actual knowledge that such act or failure to act would result in or constitute a material breach of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “Agreement.

Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has not occurred on or before the End Date seven (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on 7) month anniversary of the date hereofof this Agreement (the “Outside Date”), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly (and in any event within one (1) business day) following such termination be returned to such Purchaser. “

Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchasereach of the Purchasers (solely as to itself), (cb) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (dc) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof)March 13, 2024, other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to seek any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon “Willful Breach” means a deliberate act or deliberate failure to act, taken with the termination actual knowledge that such act or failure to act would result in or constitute a material breach of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “Agreement.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated by written notice at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date by mutual consent of the Sellers and time that the Merger Agreement is terminated in accordance with its terms, Buyers; (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) Buyers if the Closing any Seller has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of breached any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement and each party will be entitled has not cured such breach within thirty (30) days after written notice to any remedies at law or the Sellers (provided that the Buyers are not then in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon material breach of the termination terms of this Agreement in accordance with this Section 7Agreement; and provided, except as further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the proviso case may be, will not be satisfied; (c) by the Sellers if any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to such Buyer (provided that the Sellers are not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 8.1 or Section 8.2 hereof, as the case may be, will not be satisfied; (d) by the Sellers or the Buyers if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the immediately preceding sentence transactions contemplated hereby by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) by the Sellers or the Buyers if the Closing shall not have been consummated by June 30, 2005; provided that the right to terminate this Agreement under this Section 7, 10.1(e) shall not be available to any party whose failure to fulfill any material obligation under this Agreement shall be void has been both willful and of no further effect and any portion the cause of, or resulted in, the failure of the Purchase Price paid by any Purchaser Closing to Company in connection herewith shall promptly following occur on or before such termination be returned to such Purchaser. “date.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, terminated upon the earlier written notice or agreement prior to occur of Closing: (ai) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the By mutual written agreement consent of both the Company Seller and such Purchaserthe Buyer; (ii) By the Buyer, (c) if, on the Closing Date, if any of the conditions of Closing set forth condition contained in Section 6 have 4.2 has not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled date (the "Final Closing Date") which is the latest of (1) April 30, 2001 and (2) in the event that the Sale Order is subject to grant such waiverappeal, or are not capable of being satisfied andone hundred twenty (120) days after the Execution Date and (3) the date which is mutually and reasonably agreed upon by the parties hereto, as a result thereofprovided, however, that the transactions contemplated by right to terminate this Agreement will under this Section 10.1(b) shall not be and are available to the Buyer if its failure to fulfill or comply with any of its obligations under this Agreement shall have been the reason that the condition to Closing shall not consummated, have been satisfied on or (d) if prior to the Closing Date. (iii) By the Seller, if any condition contained in Section 4.1 has not occurred on been satisfied or before waived by the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunderFinal Closing Date; provided, however, that nothing herein shall relieve any party the right to terminate this Agreement under this Section 10.1(c) shall not be available to the Seller if its failure to fulfill or comply with any of any liability for common law fraud its obligations under this Agreement shall have been the reason that the condition to Closing shall not have been satisfied on or for any Willful Breach of any representationprior to the Closing Date; (iv) By the Buyer or the Seller, warranty, covenant, obligation if the Bankruptcy Court or other provision contained Governmental Authority has issued an Order or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order, or other action has become final and non-appealable; (v) By the Buyer, upon Seller entering into any contract with respect to an Alternate Transaction; (vi) By the Seller, if the Buyer defaults in any material respect in the performance of its obligations under this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any does not cure such Willful Breach. Upon default within five (5) Business Days after written notice of such default is given by the termination of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “Seller;

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the by mutual written agreement consent of the Company and such PurchaserParent; (b) by the Company or Parent if Parent's stockholders fail to approve an increase in the authorized number of shares of Parent Stock at the annual meeting of Parent's stockholders to be held May 15, 2006 (or any adjournment thereof); (c) ifby Parent if the Company has breached any representation, on the Closing Datewarranty, any of the conditions of Closing set forth covenant or agreement contained in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach such breach the conditions set forth in Sections 12.1 (assuming the accuracy of a Purchaser’s obligations hereundersuch representation or warranty were also measured for purposes of Section 12.1 as of the date hereof) and 12.2 hereof, as the case may be, would not then be satisfied; provided, however, that nothing herein shall relieve any party if such breach is curable by the Company within sixty (60) days through the exercise of its reasonable best efforts, then for so long as the Company continues to exercise such reasonable best efforts Parent may not terminate this Agreement under this Section 13.1(c) unless such breach is not cured within sixty (60) days from written notice to the Company of such breach (provided, that Parent and Merger Sub are not then in material breach of the terms of this Agreement); provided, further, that if such breach is not a result of an action taken by, or an omission by, the Company or any liability of its Subsidiaries and is curable by the Company through the exercise of its reasonable best efforts, then for common law fraud so long as the Company continues to exercise such reasonable best efforts Parent may not terminate this Agreement under this Section 13.1(c) unless such breach is not cured at such time that all other conditions set forth in Article XII have been satisfied or waived; and provided further, that no cure period shall be required for any Willful Breach of a breach which by its nature cannot be cured; (d) by the Company if Parent or Merger Sub has breached any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any as a result of such Willful Breach. Upon breach the termination of this Agreement in accordance with this Section 7, except as conditions set forth in Sections 11.1 (assuming the proviso accuracy of such representation or warranty were also measured for purposes of Section 11.1 as of the date hereof) and 11.2 hereof, as the case may be, would not then be satisfied; provided, however, that if such breach is curable by Parent within sixty (60) days through the exercise of its reasonable best efforts, then for so long as Parent continues to exercise such reasonable best efforts the Company may not terminate this Agreement under this Section 13.1(d) unless such breach is not cured within sixty (60) days from written notice to Parent of such breach (provided, that the Company is not then in material breach of the terms of this Agreement); provided, further, that if such breach is not a result of an action taken by, or omission by, the Parent or any of its Subsidiaries and is curable by Parent through the exercise of its reasonable best efforts, then for so long as Parent continues to exercise such reasonable best efforts Parent may not terminate this Agreement under this Section 13.1(d) unless such breach is not cured at such time that all other conditions set forth in Article XI have been satisfied or waived; and provided further, that no cure period shall be required for a breach which by its nature cannot be cured); (e) by the Company or Parent if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the immediately preceding sentence transactions contemplated hereby, by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; (f) by the Company or Parent if the Closing shall not have been consummated prior to the first anniversary of the date hereof; provided that the right to terminate this Agreement under this Section 7, 13.1(f) shall not be available to any party whose failure to fulfill any material obligation under this Agreement shall be void has been both willful and of no further effect and any portion the cause of, or resulted in, the failure of the Purchase Price paid Closing to occur on or before such date; or (g) by any Purchaser Parent in the event that the Company fails to obtain the Required Merger Stockholder Vote and deliver true and complete evidence thereof together with a certificate from the Corporate Secretary of the Company in connection herewith shall promptly following such termination be returned certifying to such Purchaser. “the same, not later than the close of business on the date hereof by the Parties hereto.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date by mutual written consent of the Seller Representative and time that the Merger Agreement is terminated in accordance with its terms, Buyer; (b) with respect to by the Buyer if any individual Purchaser, upon the mutual written agreement of Seller or the Company and such Purchaserhas breached any representation, (c) ifwarranty, on covenant or agreement contained in this Agreement, which breach would give rise to the Closing Date, failure of any of the conditions of Closing set forth in Section 6 13 to be satisfied, and which breach cannot be cured by such Seller or the Company, as the case may be, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is thirty (30)-calendar days after receipt by the Seller Representative of notice in writing from the Buyer specifying the nature of such breach and requesting that it be cured (provided, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 14.1(b) if the Buyer is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 12); (c) by the Seller Representative if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement, which breach would give rise to the failure of any of the conditions set forth in Section 12 to be satisfied, and which breach cannot be cured by the Buyer, or, if capable of being cured, shall not have been satisfied cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is thirty (30)-calendar days after receipt by the Buyer of notice in writing from the Seller Representative specifying the nature of such breach and requesting that it be cured (provided, that the Seller Representative shall not have the right to terminate this Agreement pursuant to this Section 14.1(c) if any Seller or the Company is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 13); (d) by the Seller Representative or the Buyer if (i) there shall be a final, non-appealable order of a federal or state court in effect permanently preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final, non-appealable action taken, or any judgement, decree, statute, rule, regulation or order enacted, promulgated or issued and deemed applicable to the transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or (e) by the Seller Representative or the Buyer if the Closing shall not have been consummated by November 30, 2022 (the “Outside Date”), provided that if the Closing has not occurred as of the time required hereunder Outside Date solely because any waiting period (and any extension thereof) under the HSR Act applicable to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will and the Ancillary Agreements shall not have expired or shall not have been terminated as of such date, then the Outside Date shall be automatically extended for an additional period of sixty (60) days, provided, further, that the right to terminate this Agreement under this Section 14.1(e) shall not be and are not consummatedavailable to any party whose failure to fulfill any material covenant under this Agreement has been the cause of, or (d) if resulted in, the failure of the Closing has not occurred to occur on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “date.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate may be terminated at any time before the Closing: (a) By mutual consent of the Seller and be void the Buyer; (b) By the Buyer, if the Seller has breached any representation, warranty, covenant or agreement contained in this Agreement and have not, in the case of no further force and effecta breach of a covenant or agreement, cured such breach within ten Business Days after written notice to the Seller (provided, that the Buyer is not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 12.1 or Section 12.2 hereof, as the case may be, will not be satisfied; (c) By the Seller if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within ten Business Days after written notice to the Buyer (provided, that the Seller is not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 11.1 or Section 11.2 hereof, as the case may be, will not be satisfied; (d) By the Seller or the Buyer if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) By the Seller or the Buyer if the Closing shall not have been consummated by December 31, 2005, provided that the right to terminate this Agreement under this Section 13.1(e) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to occur on or before such date; and provided further that the right to terminate this Agreement under this Section 13.1(e) shall not be available if all the conditions to the obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 Sections 11 and 12 hereof have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will (other than those that cannot be satisfied or waived) and the parties are not consummated, or (d) if waiting for the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination of this Agreement in accordance with this Section 7, except as set forth in the proviso to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion last day of the Purchase Price paid by any Purchaser to Company month as specified in connection herewith shall promptly following such termination be returned to such Purchaser. “Section 4 above.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations terminated at any time before the Closing: (a) by mutual consent of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, hereto; (b) with respect to any individual Purchaser, upon the mutual written agreement of the Company and such Purchaser, (c) if, on the Closing Date, any of by Prudential or Country Road if the conditions of Closing set forth in Section 6 have hereof are not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or Closing Date; (c) by TelaLink if the conditions set forth in Section 7 hereof are not capable of being satisfied and, as a result thereof, or waived by the transactions contemplated by this Agreement will not be and are not consummated, or Closing Date; (d) by CCCI if the conditions set forth in Section 8 hereof are not satisfied or waived by the Closing Date; (e) by Prudential if the War Acquisition Agreement is terminated; (f) by Prudential, TelaLink or CCCI if the Closing has shall not have occurred on or before the End Date prior to March 31, 2000; and (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve g) by any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained hereto that is not in this Agreement and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination material breach of this Agreement or any Transaction Document to which it is a party (a "NON-BREACHING PARTY") at any time if (i) any other party (a "BREACHING PARTY") hereto is in accordance with this Section 7material breach of its obligations hereunder and such material breach continues uncured for a period of 10 days or more after receipt by the Breaching Party of written notice from a Non-Breaching Party specifying the nature of such breach and requesting that it be cured, except as set forth or (ii) any party (other than the Non-Breaching Party) to any Transaction Document to which the Non-Breaching Party is also a party is in material breach of such Transaction Document and such material breach continues uncured for a period of 10 days or more after receipt by the proviso to Breaching Party of written notice from a Non-Breaching Party specifying the immediately preceding sentence nature of this Section 7, this Agreement shall such breach and requesting that it be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following such termination be returned to such Purchaser. “cured.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time before the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing: (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the By mutual written agreement consent of the Company and such Purchaser, the Parent; (cb) if, on By the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (d) Parent if the Closing Company has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of breached any representation, warranty, covenant, obligation covenant or other provision agreement contained in this Agreement and each party will be entitled has in the case of any covenant or agreement, not cured such breach within ten (10) business days after written notice to any remedies at law or the Company (provided, that the Parent and Merger Sub are not then in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon material breach of the termination terms of this Agreement in accordance with this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured, including without limitation a breach of the provisions of Section 7, except as 8.4) such that the conditions set forth in Section 13.1 or Section 13.2, as the proviso case may be, will not be satisfied; (c) By the Company if the Parent or Merger Sub has breached any representation, warranty, covenant or agreement contained in this Agreement and in the case of any covenant or agreement, has not cured such breach within ten (10) business days after written notice to the immediately preceding sentence Parent (provided, that the Company is not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 712.1 or Section 12.2, as the case may be, will not be satisfied; (d) By the Company or the Parent if: (i) there shall be an order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) By the Company or the Parent if the Closing shall not have been consummated by August 31, 2002, provided that the right to terminate this Agreement under this Section 14.l(e) shall not be void and of no further effect and available to any portion party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Purchase Price paid by any Purchaser Closing to Company in connection herewith shall promptly following occur on or before such termination be returned to such Purchaser. “date.

Conditions of Termination. This Agreement shall terminate and may be void and of no further force and effect, and all obligations of terminated at any time prior to the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of Closing Transfer as follows: (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) with respect to any individual Purchaser, upon the by mutual written agreement of the Company Seller and such Purchaser, Buyer; (b) in the event of any affirmative denial of City Approval or State Approval. (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant Seller or Buyer if any court of competent jurisdiction or other Governmental Authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Transaction, and such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be Order shall have become final and are not consummated, or (d) if the Closing has not occurred on or before the End Date (as defined in and as it may be extended in accordance with the Merger Agreement as in effect on the date hereof), other than as a result of a Willful Breach of a Purchaser’s obligations hereundernon-appealable; provided, however, that nothing herein shall relieve any party the Party seeking to terminate this Agreement pursuant to this clause (b) shall not be available to any Party whose breach or failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Transfer; (d) by Buyer, if the Seller shall have breached in any liability for common law fraud material respect any of their respective representations or for warranties or shall have breached or failed to perform or comply with any Willful Breach of any representation, warranty, covenant, obligation its respective covenants or other provision contained agreements in this Agreement in any material respect and each party will such breach or failure cannot be entitled cured or has not been cured within thirty (30) days after the giving of written notice by Buyer to the Seller specifying such breach or failure; or (e) by the Seller, if Buyer shall have breached in any remedies at law material respect any of its representations or warranties or shall have breached or failed to perform or comply with any of its covenants or agreements in equity to recover losses, liabilities or damages arising from any such Willful Breach. Upon the termination of this Agreement in accordance with this Section 7, except as set forth in any material respect and such breach or failure cannot be cured or has not been cured within thirty (30) days after the proviso giving of written notice by the Seller to the immediately preceding sentence of this Section 7, this Agreement shall be void and of no further effect and any portion of the Purchase Price paid by any Purchaser to Company in connection herewith shall promptly following Buyer specifying such termination be returned to such Purchaser. “breach or failure.