Common use of Conditions of Termination Clause in Contracts

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Sellers, ISG and Buyer; (b) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSC, on or after the date that is 180 days after the Execution Date (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSC, 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 Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the 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 the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transaction.

Conditions of Termination. This a. COMPANY may terminate this Agreement may be terminated only in accordance with the event LESSEE breaches any of the terms, obligation, or provisions of this Section 8.1. Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before by mutual agreement of the Closing as follows:parties. (a) By mutual written consent of Sellers, ISG and Buyer; (b) By WSC, by c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to BuyerCOMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by Buyer, by written notice to WSC, on or after the date that is 180 days after the Execution Date (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing COMPANY’s shall not have occurred on or prior to the Termination Date; provided, however, that a party shall not have the waive COMPANY’s right to terminate this Agreement under this Section 8.1(b) if any Seller (in case as herein provided. e. LESSEE agrees to be tested for the illegal use of termination by WSC) controlled substances, or Buyer for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or ISG (in case of termination by Buyer) post-accident basis. Refusal to test is then in material breach of this Agreement and grounds for cancellation of this Agreement;. (c) By WSCf. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, by or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice to Buyeris not given within 30 days of LESSEE’s awareness of those facts, or LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by BuyerCOMPANY, by written without cause, with 30 days notice to WSCLESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, 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 COMPANY may terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written without notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the 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 the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative TransactionLESSEE.

Conditions of Termination. This (a) Notwithstanding anything to the contrary contained herein, this Purchase Agreement may be terminated only in accordance with this Section 8.1. This Agreement terminated, and the transactions contemplated hereby may be terminated abandoned, at any time before completion of the Closing, by mutual consent of the Issuer and the Purchasers. This Purchase Agreement shall terminate without action by any party hereto if completion of the Closing as follows: (a) By mutual written consent of Sellers, ISG and Buyer; (b) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSC, does not occur on or after the date that is 180 days after the Execution Date (the "TERMINATION DATE")before February 28, subject, however, to extension by the mutual written consent of Sellers and Buyer1997, if any condition to the Closing shall not have occurred on been satisfied or prior to the Termination Datewaived by such date; provided, however, that this Purchase Agreement may not be terminated by a party shall not have if the right failure of the Closing to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination occur by WSC) or Buyer or ISG (in case of termination by Buyer) such date is then in material due to the breach of this Agreement;any provision hereof by such party. (cb) By WSCThis Purchase Agreement may, by written notice to Buyer, or by Buyer, by written notice to WSC, if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(d) shall have become effective; given in the manner hereinafter provided, however, that the party seeking be terminated and abandoned at any time prior to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days completion of the 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 the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case;Closing: (i) By Buyer, by written notice the Issuer or International if there has been a material misrepresentation in Article V hereof by the Purchasers (or any of them) or a material default or breach by the Purchasers (or any of them) with respect to WSC on or prior to March 26, 2004, if the members Purchasers' due and timely performance of any of the ISU Purchasers' covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default, or breach shall not have not ratified been cured within ten (10) days after receipt by the collective bargaining agreement between the ISU and BuyerPurchasers of notice specifying particularly such misrepresentation, default, or breach; or (jii) Automaticallyby the Purchasers if there has been a material misrepresentation in Article IV hereof by the Issuer or International or a material default or breach by the Issuer or International with respect to the Issuer's or International's due and timely performance of any of the Issuer's or International's covenants and agreements contained in this Purchase Agreement, if Sellers enter into an agreement providing for an Alternative Transactionand such misrepresentation, default or breach shall not have been cured within ten (10) days after receipt by the Issuer of notice specifying particularly such misrepresentation, default or breach.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.19.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Sellers, ISG Seller and BuyerPurchaser; (b) By WSCSeller, by written notice to BuyerPurchaser, or by BuyerPurchaser, by written notice to WSC, on or after the date that is 180 days after the Execution Date (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent of Sellers and BuyerSeller, if the Closing shall not have occurred taken place on or prior before May 31, 2010 (the “Termination Date”); provided that the right to terminate this Agreement under this Section 9.1(b) shall not be available to (i) Seller, if the failure of Seller to fulfill any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date, or (ii) Purchaser, if the failure of Purchaser to fulfill any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By Seller, by written notice to Purchaser, if there shall have been a material breach of any covenant, obligation, representation or warranty of Purchaser or AAR contained in this Agreement, and such breach shall not have been remedied within 20 Business Days after receipt by Purchaser of a notice in writing from Seller specifying the breach and requesting such breach be remedied; provided, however, that a party Seller shall not have the right to terminate this Agreement under this Section 8.1(b9.1(c) if any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement;; or (cd) By WSCPurchaser, by written notice to Buyer, or by Buyer, by written notice to WSCSeller, if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(d) there shall have become effectivebeen a material breach of any covenant, obligation, representation or warranty of Seller contained in this Agreement that has prevented the satisfaction of any condition to the obligations of Purchaser at the Closing, and such breach shall not have been remedied within 20 Business Days after receipt by Seller of a notice in writing from Purchaser specifying the breach and requesting such breach be remedied; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC Purchaser shall not have the right to terminate this Agreement under this Section 8.1(d9.1(d) if any Seller Purchaser is then in material breach of this Agreement; (e) By Buyer, by written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the 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 the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transaction.

Conditions of Termination. This (a) Notwithstanding anything to the contrary contained herein, this Purchase Agreement may be terminated only in accordance with this Section 8.1. This Agreement terminated, and the transactions contemplated hereby may be terminated abandoned, at any time before completion of the Closing, (i) by mutual consent of the Seller and REI, or (ii) by either REI or the Seller if all conditions to Closing contained in this Purchase Agreement have been satisfied on or prior to the Closing as follows: (a) By mutual written consent of Sellers, ISG and Buyer; (b) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSC, on or after the date that is 180 days after the Execution Date (other than those set forth in SECTION 9.05 and those that by their terms are to be satisfied at the "TERMINATION DATE"Closing), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not have occurred on such date, or (iii) by either REI or the Seller if any condition to Closing (other than those set forth in SECTION 9.05 and those that by their terms are to be satisfied at the Closing) has not been satisfied on or prior to the Termination Closing Date, and the Closing shall not have occurred by June 3, 1999; provided, however, that this Purchase Agreement may not be terminated by a party shall not have if the right failure of the Closing to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination occur by WSC) or Buyer or ISG (in case of termination by Buyer) such date is then in material due to the breach of this Agreement;any provision hereof by such party. (cb) By WSCThis Purchase Agreement may, by written notice to Buyer, or by Buyer, by written notice to WSC, if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(d) shall have become effective; given in the manner hereinafter provided, however, that the party seeking be terminated and abandoned at any time prior to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days completion of the 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 the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case;Closing: (i) By Buyerby the Seller if there has been a material misrepresentation in ARTICLE VI hereof by REI or a material default or breach by REI with respect to REI, due and timely performance of any of REI, covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default, or breach shall not have been cured within ten (10) days after receipt by written REI of notice to WSC on specifying particularly such misrepresentation, default, or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyerbreach; or (jii) Automaticallyby the Seller if the Seller accepts an unsolicited proposal from a third party for purchase of the Shares; or (iii) by REI if there has been a material misrepresentation in ARTICLE V hereof by the Seller or a material default or breach by the Seller with respect to the Seller's due and timely performance of any of the Seller's covenants and agreements contained in this Purchase Agreement, if Sellers enter into an agreement providing for an Alternative Transactionand such misrepresentation, default or breach shall not have been cured within ten (10) days after receipt by the Seller of notice specifying particularly such misrepresentation, default or breach.

Conditions of Termination. This Agreement may be terminated only in accordance with Notwithstanding anything to the contrary contained herein, this Section 8.1. This Agreement may be terminated at any time before the Closing as followsClosing: (a) By mutual written consent of Sellers, ISG the Seller and the Buyer; (b) By WSCthe Buyer, by if Seller has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within ten Business Days after written notice to Buyerthe 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 by BuyerSection 12.2 hereof, by 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 cured such breach within ten Business Days after written notice to WSCthe Buyer (provided, on 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 after Section 11.2 hereof, as the date that is 180 days after case may be, will not be satisfied; (d) By the Execution Date 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 "TERMINATION DATE")transactions contemplated hereby; or (ii) there shall be any final action taken, subjector any statute, howeverrule, regulation or order enacted, promulgated or issued or deemed applicable to extension the transactions contemplated hereby by any Governmental Entity which would make consummation of the mutual written consent of Sellers and Buyer, transactions contemplated hereby illegal; or (e) By the Seller or the Buyer if the Closing shall not have occurred been consummated by 12:01 AM Eastern Standard Time on or prior to the Termination DateMay 2, 2007; provided, however, provided that a party shall not have the right to terminate this Agreement under this Section 8.1(b13.1(e) if shall not be available to any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in party whose failure to fulfill any material breach of obligation under this Agreement; (c) By WSC, by written notice to BuyerAgreement has been both willful and the cause of, or by Buyer, by written notice to WSC, 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 Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result resulted in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory Closing to Buyer) is not entered by the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC occur on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transactionbefore such date.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before prior to the Closing as followsClosing: (ai) By mutual written consent of Sellers, ISG and Buyer; (b) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSC, on or after the date that is 180 days after the Execution Date (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent of Sellers and Buyerthe Parties; (ii) by the Requisite Purchasers if there has been a material misrepresentation, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in material breach of warranty or material breach of a covenant by the Company or any Seller in the representations and warranties or covenants set forth in this AgreementAgreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within twenty (20) days after written notification thereof by the Requisite Purchasers to the Company and the Sellers; (ciii) By WSCby the Company and the Sellers if there has been a material misrepresentation, material breach of warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within twenty (20) days after written notice notification thereof by the Company and the Sellers to Buyerthe Purchasers; or (iv) by the Requisite Purchasers or the Company and the Sellers if the transactions contemplated hereby have not been consummated by September 15, or by Buyer, by written notice to WSC, if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(d) shall have become effective1997; provided, however, provided that the party seeking to terminate this Agreement Party electing termination pursuant to this Section 8.1(cclause (iv) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice is not in breach of any inaccuracy of any representation its representations, warranties, covenants or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or a material failure to perform any covenant of ISG or Buyer agreements contained in this Agreement or any Ancillary Agreement the Schedules and Exhibits attached hereto. In the event of termination by either the Requisite Purchasers or the Company and the Sellers pursuant to which ISG or Buyer is partythis Paragraph 10A, and 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained thereof (describing in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in reasonable detail the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(jbasis therefor) shall have occurred; provided, however, that Buyer shall not have forthwith be delivered to the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the 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 the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative TransactionParties.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1‎Section 7.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Sellers, ISG Sellers and Buyer; (b) By WSCSellers, by written notice to Buyer, or by Buyer, by written notice to WSC, on or after the date that is 180 days after the Execution Date (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSC, 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 Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously Sellers have provided Buyer with notice of any material inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect‎Section 4.2, or of a material failure to perform any covenant or obligation of ISG or Buyer contained in this Agreement or any Ancillary Agreement to which ISG or Buyer is party, and ISG or Buyer, as applicable, Buyer has failed, within 10 days ten (10) Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to WSC Sellers of ISG's or Buyer's ability, ’s ability to remedy such inaccuracy or perform such covenantcovenant or obligation; provided, however, that WSC shall Sellers will not have the right to terminate this Agreement under this Section 8.1(d‎Section 7.1(b) if any Seller is Sellers are then in material breach of this Agreement; (ec) By Sellers, if the Bankruptcy Court dismisses Sellers’ Chapter 11 cases or converts the Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code; if the Bankruptcy Court confirms a Chapter 11 plan in Sellers’ Chapter 11 cases; or if the Bankruptcy Court appoints a Chapter 11 trustee or an examiner with expanded powers; (d) By Buyer, by written notice to WSCSellers, if Buyer has previously provided WSC Sellers with notice of any material inaccuracy of any representation or warranty of any Seller Sellers contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, ‎Section 4.1 or a material failure to perform any covenant or obligation of any Seller Sellers contained in this Agreement or any Ancillary Agreement to which any Seller is Sellers are party, and any Seller has Sellers have failed, within 10 ten (10) Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's Sellers’ ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall will not have the right to terminate this Agreement under this Section 8.1(e‎Section 7.1(d) if Buyer is then in material breach of this Agreement; (fe) By Buyer, any party by giving written notice to WSC, the other parties if any event, fact the Closing shall not have occurred on or circumstance identified in Section 7.2(j) shall have occurredprior to the Outside Date; provided, however, that Buyer if the Closing shall not have occurred on or before the right Outside Date due to a material breach of any representations, warranties, covenants or agreements contained in this Agreement by Buyer or Sellers, then the breaching party may not terminate this Agreement under pursuant to this Section 8.1(f‎Section 7.1(e); (f) if Buyer is then in material breach Automatically, upon the issuance of this Agreement;a final and non-appealable order, decree, or ruling by a Governmental Authority to permanently restrain, enjoin or otherwise prohibit the Closing; or (g) By Buyer, by written notice to WSCSeller, if (i) if any of the Bidding Procedures and Sale Motion is not filed Sellers files (y) any motion with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Dateseeking an order approving, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the Execution Date or (iiiz) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyerany plan involving, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transaction.any 12368957v1

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Sellers, ISG Seller and Buyer; (b) By WSCSeller, by written notice to Buyer, or by Buyer, by written notice to WSCSeller, on or after January 28, 2010 if the Closing has not occurred by that date (the date that is 180 days after of such written notice, the Execution Date (the "TERMINATION DATE"“Termination Date”), subject, however, to extension by the mutual written consent of Sellers Seller, Seller’s lenders, the official unsecured creditors’ committee in the Bankruptcy Case and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, however that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSCSeller) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By WSCSeller, by written notice to Buyer, or by Buyer, by written notice to WSCSeller, if any injunction injunction, other order, or other order proceedings/investigations instituted by any governmental agencies or departments that would delay, impair or otherwise hinder the Closing of the transactions contemplated by Section 7.1(d) and Section 7.2(d) this Agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however, however that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSCSeller, by written notice to Buyer, if WSC Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 partyAgreement, and ISG or Buyer, as applicable, Buyer has failed, within 10 days five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to WSC Seller of ISG's or Buyer's ability, ’s ability to remedy such inaccuracy or perform such covenant; provided, however, that WSC Seller 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 AgreementAgreement at the xxxx Xxxxxx gives such notice; (e) By Buyer, by written notice to WSCSeller, if Buyer has previously provided WSC Seller with written notice of any inaccuracy of any representation or warranty of any Seller contained in in Section 4.1, 4.1 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is partyAgreement, and any Seller has failed, within 10 five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ’s ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this AgreementAgreement at the time it gives such notice; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSCSeller, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five one (1) Business Days Day after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory and substance acceptable to Buyer) Buyer is not entered by the Bankruptcy Court within 25 days of the Execution Date by January 11, 2010 or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory and substance acceptable to Buyer) Buyer is not entered by the Bankruptcy Court within 60 days of the Execution Date;by January 26, 2010; or (hg) By Buyer, by if Seller enters into a definitive written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative TransactionTransaction (including an Alternative Transaction that is for less than all of the Supermarkets) pursuant to the Bidding Procedures Order subject, however, to Buyer’s rights to the Break-Up Fee as provided for hereunder and in the Bidding Procedures Order.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Sellers, ISG Sellers and Buyer; (b) By WSCSellers, by written notice to Buyer, or by Buyer, by written notice to WSCSellers, on or after the date that is 180 65 days after the Execution Date (the "TERMINATION DATE"“Termination Date”), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, however that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSCSellers) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By WSCSellers, by written notice to Buyer, or by Buyer, by written notice to WSCSellers, if any injunction or other order restricting the transactions contemplated by Section 7.1(d) and Section 7.2(d) this Agreement shall have become effective; provided, however, however that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSCSellers, by written notice to Buyer, if WSC has Sellers have previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG a Material Adverse Effect, or 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 partyAgreement, and ISG or Buyer, as applicable, Buyer has failed, within 10 days five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to WSC Sellers of ISG's or Buyer's ability, ’s ability to remedy such inaccuracy or perform such covenant; provided, however, that WSC no Seller 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 AgreementAgreement at the time either Seller gives such notice; (e) By Buyer, by written notice to WSCSellers, if Buyer has previously provided WSC Sellers with written notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, 4.1 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is partyAgreement, and any Seller has failed, within 10 five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ’s ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this AgreementAgreement at the time it gives such notice; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSCSellers, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory and substance acceptable to Buyer) Buyer is not entered by the Bankruptcy Court within 25 15 days of the Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory and substance acceptable to Buyer) Buyer is not entered by the Bankruptcy Court within 60 65 days of the Execution Date; (hg) By Buyer, by written notice to WSCSellers within the Extended Diligence Period, if the results of Buyer’s due diligence investigation under Section 5.1(c) is not satisfactory to Buyer, in its sole discretion; (ih) Automatically, if Sellers enter into a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of definitive written agreement providing for an Alternative Transaction pursuant to the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case;Bidding Procedures Order; and (i) By Buyer, by written notice to WSC on or Sellers delivered within one Business Day after gaining knowledge of such damage, if damage to the Acquired Assets in excess of $100,000 occurs prior to March 26the Closing Date; provided, 2004that if damage or casualty to Acquired Assets exceeding $100,000 occurs, if Buyer shall have the members option in lieu of terminating this Agreement, which option shall be exercisable by Buyer in its sole discretion in writing delivered to Sellers not less than one Business Day prior to the ISU have not ratified Closing, to reduce Total Consideration otherwise payable by Buyer by the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transactionamount that such damage or casualty exceeds $100,000.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before prior to the Closing as followsClosing: (ai) By mutual written consent of Sellers, ISG and Buyer; (b) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSC, on or after the date that is 180 days after the Execution Date (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent of Sellers and Buyerthe Parties; (ii) by the Purchasers if there has been a material misrepresentation, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in material breach of warranty or material breach of a covenant by the Company or the Seller in the representations and warranties or covenants set forth in this AgreementAgreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within ten days after written notification thereof by the Purchasers to the Company and the Seller; (ciii) By WSCby the Company and the Seller if there has been a material misrepresentation, material breach of warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within ten days after written notice notification thereof by the Company and the Seller to Buyer, or the Purchasers; (iv) by Buyer, by written notice to WSC, the Purchaser if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(dTermination Triggering Event (as defined in ANNEX I hereto) shall have become effectiveoccurred or if the transactions contemplated hereby have not been consummated by August 25, 2000; providedor (v) by the Company and the Seller if the transactions contemplated hereby have not been consummated by August 25, however2000 and, that as of the party seeking to terminate this Agreement date of termination pursuant to this Section 8.1(cclause (v), no Termination Triggering Event has occurred; PROVIDED, FURTHER, THAT the Party electing termination pursuant to clause (iv) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of this Paragraph 10A is not in breach of any inaccuracy of any representation its representations, warranties, covenants or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or a material failure to perform any covenant of ISG or Buyer agreements contained in this Agreement or any Ancillary Agreement the Schedules and Exhibits attached hereto. In the event of termination by either the Purchasers or the Company and the Seller pursuant to which ISG or Buyer is partythis Paragraph 10A, and 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained thereof (describing in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in reasonable detail the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(jbasis therefor) shall have occurred; provided, however, that Buyer shall not have forthwith be delivered to the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the 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 the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative TransactionParties.

Conditions of Termination. This (a) Notwithstanding anything to the contrary contained herein, this Purchase Agreement may be terminated only in accordance with this Section 8.1. This Agreement terminated, and the transactions contemplated hereby may be terminated abandoned, at any time before completion of the Closing, (i) by mutual consent of the Seller and REI, or (ii) by either REI or the Seller if all conditions to Closing contained in this Purchase Agreement have been satisfied on or prior to the Closing as follows: (a) By mutual written consent of Sellers, ISG and Buyer; (b) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSC, on or after the date that is 180 days after the Execution Date (other than those set forth in Section 9.05 and those that by their terms are to be satisfied at the "TERMINATION DATE"Closing), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not have occurred on such date, or (iii) by either REI or the Seller if any condition to Closing (other than those set forth in Section 9.05 and those that by their terms are to be satisfied at the Closing) has not been satisfied on or prior to the Termination Closing Date, and the Closing shall not have occurred by June 3, 1999; provided, however, that this Purchase Agreement may not be terminated by a party shall not have if the right failure of the Closing to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination occur by WSC) or Buyer or ISG (in case of termination by Buyer) such date is then in material due to the breach of this Agreement;any provision hereof by such party. (cb) By WSCThis Purchase Agreement may, by written notice to Buyer, or by Buyer, by written notice to WSC, if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(d) shall have become effective; given in the manner hereinafter provided, however, that the party seeking be terminated and abandoned at any time prior to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days completion of the 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 the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case;Closing: (i) By Buyerby the Seller if there has been a material misrepresentation in Article VI hereof by REI or a material default or breach by REI with respect to REI, due and timely performance of any of REI, covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default, or breach shall not have been cured within ten (10) days after receipt by written REI of notice to WSC on specifying particularly such misrepresentation, default, or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyerbreach; or (jii) Automaticallyby the Seller if the Seller accepts an unsolicited proposal from a third party for purchase of the Shares; or (iii) by REI if there has been a material misrepresentation in Article V hereof by the Seller or a material default or breach by the Seller with respect to the Seller's due and timely performance of any of the Seller's covenants and agreements contained in this Purchase Agreement, if Sellers enter into an agreement providing for an Alternative Transactionand such misrepresentation, default or breach shall not have been cured within ten (10) days after receipt by the Seller of notice specifying particularly such misrepresentation, default or breach.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Sellers, ISG Seller and Buyer; (b) By WSCSeller, by written notice to Buyer, or by Buyer, by written notice to WSCSeller, on or after the date that is 180 thirty (30) days after the Execution Date entry of the Bankruptcy Sale Order and (i) from which no appeal has been filed, or (ii) if appealed, no stay has been issued and the Buyer is decreed to be a good faith purchaser pursuant to Bankruptcy Code section 365(m) (the "TERMINATION DATE"“Termination Date”), subject, however, to extension by the mutual written consent of Sellers Seller and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, however that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSCSeller) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this AgreementAgreement or has been responsible for materially delaying the Closing; (c) By WSCSeller, by written notice to Buyer, or by Buyer, by written notice to WSCSeller, if any injunction (including an injunction issued by the Bankruptcy Court or District Court based upon an appeal from the Bankruptcy Sale Order), other order order, or proceedings/investigations instituted by any governmental agencies or departments that would delay, impair or otherwise hinder the Closing of the transactions contemplated by Section 7.1(d) and Section 7.2(d) this agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however, however that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSCSeller, by written notice to Buyer, if WSC Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 partyAgreement, and ISG or Buyer, as applicable, Buyer has failed, within 10 days five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to WSC Seller of ISG's or Buyer's ability, ’s ability to remedy such inaccuracy or perform such covenant; provided, however, that WSC Seller 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 AgreementAgreement at the txxx Xxxxxx gives such notice; (e) By Buyer, by written notice to WSCSeller, if Buyer has previously provided WSC Seller with written notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, 4.1 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is partyAgreement, and any Seller has failed, within 10 five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ’s ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this AgreementAgreement at the time it gives such notice; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSCSeller, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory and substance acceptable to Buyer) Buyer is not entered by the Bankruptcy Court within 25 15 days of the Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory and substance acceptable to Buyer) Buyer is not entered by the Bankruptcy Court within 60 65 days of the Execution Date; (g) Automatically, if Seller enters into a definitive written agreement providing for an Alternative Transaction (including an Alternative Transaction that is for less than all of the Supermarkets) pursuant to the Bidding Procedures Order subject, however, to Buyer’s rights to the Break-Up Fee as provided for in Section 10 hereunder and the Bidding Procedures Order; or (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by Seller delivered within Five Business Days after Seller has provided written notice to WSC on or Buyer of the suffering of damage to the Acquired Assets which is in excess of $100,000 occurs prior to March 26the Closing Date; provided, 2004that if damage or casualty to Acquired Assets exceeding $100,000 occurs, if Buyer shall have the members option in lieu of terminating this Agreement, which option shall be exercisable by Buyer in its sole discretion in writing delivered to Seller not less than one Business Day prior to the ISU have not ratified Closing, to reduce Total Consideration otherwise payable by Buyer by the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transactionamount that such damage or casualty exceeds $100,000.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of SellersParent, ISG and Buyer; (b) By WSC, Parent by written notice to Buyer, or by Buyer, Buyer by written notice to WSCParent, on or after the date that is 180 days six months after the Execution Date (the "TERMINATION DATETermination Date"), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSCParent) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By WSC, Parent by written notice to Buyer, or by Buyer, Buyer by written notice to WSCParent, 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 Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order;this (d) By WSCParent, by written notice to Buyer, if WSC Parent has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 or Section 4.3, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC Parent of ISG's or Buyer's ability, as applicable, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSCParent, if Buyer has previously provided WSC Parent with notice of any inaccuracy of any representation or warranty of any Seller Sellers contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Seller Material Adverse Effect, or a material failure to perform any covenant of any Seller Sellers contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has Sellers have failed, within 10 Business Days days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's Sellers' ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the 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 written notice to WSCParent, if any event, fact or circumstance identified in Section 7.2(j7.2(f) or Section 7.2(g) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if ISG or Buyer is then in material breach of this Agreement;. (g) By Buyer, by written notice to WSCParent, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five two Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B C or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the 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 the Bankruptcy Court within 60 days of the Execution Date;. (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for consummate an Alternative Transaction.

Conditions of Termination. This Agreement may be terminated only in accordance with Notwithstanding anything to the contrary contained herein, this Section 8.1. This Agreement may be terminated at any time before the Closing as followsClosing: (a) By mutual written consent of Sellers, ISG the Seller and the Buyer; (b) By WSCthe Buyer, by if the Seller 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 (10) Business Days after written notice to Buyerthe 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 10.1 or by BuyerSection 10.2 hereof, by 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 (10) Business Days after written notice to WSCthe Buyer (provided that the Seller is not then in material breach of the terms of this Agreement, on 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 9.1 or after Section 9.2 hereof, as the date that is 180 days after case may be, will not be satisfied; (d) By the Execution Date 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 "TERMINATION DATE")transactions contemplated hereby; or (ii) there shall be any final action taken, subjector any statute, howeverrule, regulation or order enacted, promulgated or issued or deemed applicable to extension the transactions contemplated hereby by any Governmental Entity which would make consummation of the mutual written consent of Sellers and Buyer, transactions contemplated hereby illegal; or (e) By the Seller or the Buyer if the Closing shall not have occurred on or prior to the Termination Datebeen consummated by June 30, 2003; provided, however, provided that a party shall not have the right to terminate this Agreement under this Section 8.1(b11.1(e) if shall not be available to any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in party whose failure to fulfill any material breach of obligation under this Agreement; (c) By WSC, by written notice to BuyerAgreement has been both willful and the cause of, or by Buyer, by written notice to WSC, 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 Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result resulted in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory Closing to Buyer) is not entered by the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC occur on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transactionbefore such date.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.19.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Sellers, ISG Seller and Buyer; (b) By WSCSeller, by written notice to Buyer, or by Buyer, by written notice to WSC, on or after the date that is 180 days after the Execution Date (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By WSC, by written notice to Buyer, or by Buyer, by written notice to WSCSeller, if any injunction injunction, other order, or other order proceedings/investigations instituted by any Governmental Authorities that would delay, impair or otherwise hinder the Closing of the transactions contemplated by Section 7.1(d) and Section 7.2(d) this agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however, however that the party seeking to terminate this Agreement pursuant to this Section 8.1(c9.1(b) has used its commercially reasonable efforts to remove such injunction or other order; (dc) By WSCSeller, by written notice to Buyer, if WSC Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 5.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or a material failure to perform any covenant of ISG or Buyer Buying Parties contained in this Agreement or any Ancillary Agreement to which ISG or Buyer is partyAgreement, and ISG or Buyer, as applicable, has Buying Parties have failed, within 10 days five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to WSC Seller of ISG's or Buyer's ability, Buying Parties’ ability to remedy such inaccuracy or perform such covenant; provided, however, that WSC Seller shall not have the right to terminate this Agreement under this Section 8.1(d9.1(c) if any Seller either of Selling Parties is then in material breach of this AgreementAgreement at the txxx Xxxxxx gives such notice; (ed) By Buyer, by written notice to WSCSeller, if Buyer has previously provided WSC Selling Parties with written notice of any inaccuracy of any representation or warranty of any Seller Selling Parties contained in Section 4.1, Sections 5.1 or 5.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is partyAgreement, and any Seller has Selling Parties have failed, within 10 five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's Selling Parties’ ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e9.1(d) if Buyer either of Buying Parties’ is then in material breach of this Agreement;Agreement at the time it gives such notice; and (fe) By Buyer, by written notice to WSC, if any event, fact the Seller or circumstance identified the Buyer in accordance with Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the 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 the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transaction8.3.

Conditions of Termination. This Agreement may be terminated only in accordance with Notwithstanding anything to the contrary contained herein, this Section 8.1. This Agreement may be terminated at any time before the Closing as followsClosing: (a) By mutual written consent of Sellers, ISG the Seller and the Buyer; (b) By WSCthe Buyer if the Seller has breached any representation, by warranty, covenant or agreement contained in this Agreement and has not cured such breach within ten (10) Business Days after written notice to Buyerthe 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 11.1 or by BuyerSection 11.2 hereof, by 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 cured such breach within ten (10) Business Days after written notice to WSCthe Buyer (provided, on 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 10.1 or after Section 10.2 hereof, as the date that is 180 days after case may be, will not be satisfied; (d) By the Execution Date 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 "TERMINATION DATE")transactions contemplated hereby; or (ii) there shall be any final action taken, subjector any statute, howeverrule, regulation or order enacted, promulgated or issued or deemed applicable to extension the transactions contemplated hereby by any Governmental Entity which would make consummation of the mutual written consent of Sellers and Buyer, transactions contemplated hereby illegal; or (e) By the Seller or the Buyer if the Closing shall not have occurred on or prior to the Termination Date; providedbeen consummated by June 30, however2002, provided that a party shall not have the right to terminate this Agreement under this Section 8.1(b12.1(e) if shall not be available to any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in party whose failure to fulfill any material breach of obligation under this Agreement; (c) By WSC, by written notice to BuyerAgreement has been both willful and the cause of, or by Buyer, by written notice to WSC, 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 Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result resulted in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory Closing to Buyer) is not entered by the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC occur on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transactionbefore such date.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before Employee understands and agrees that cause for termination of employment hereunder includes, but is not limited to the Closing as followsfollowing: (aA) By At any time by mutual written consent of Sellers, ISG agreement in writing between Employer and Buyer;Employee. (bB) By WSCUpon the occurrence of any of the following, by written notice Employer in its sole discretion may elect to Buyer, terminate Employee's employment hereunder: (i) at the loss or by Buyer, by written notice to WSC, on or after the date that is 180 days after the Execution Date (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent suspension of Sellers and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, that a party shall not have the right to terminate this Agreement under this Section 8.1(bconduct the practice of medicine by Employee, or the loss, or suspension of any right or privilege necessary or incident thereto, or (ii) the loss, suspension, or limitation of Employee's Controlled Substance license, or (iii) if Employee performs any Seller (in case negligent or intentional act which directly or indirectly damages the reputation or property of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement;Employer. (cC) By WSCAt the death of Employee, by written notice to Buyer, or by Buyer, by written notice to WSC, if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(d) shall have become effective; provided, provided however, that the party seeking to terminate provisions of this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order;regarding Employee's death shall be performed by the Employer. (dD) By WSCAt the option of the Employer, by upon thirty (30) days prior written notice for "good cause", which shall mean failure of Employee to Buyer, if WSC has previously provided Buyer with notice provide the agreed duties hereunder or willful violation by Employee of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC shall not have the right to terminate this Agreement under this Section 8.1(d) if any Seller is then in material breach terms of this Agreement;. (eE) By Buyer, by Upon a party hereto failing to perform and cure any covenant or condition hereunder within thirty (30) days after written notice and demand, the non-defaulting party may terminate Employee's employment hereunder. (F) Upon the bankruptcy, insolvency or assignment for the benefit of the creditors of Employer, or any other type of voluntary or involuntary creditors proceeding involving the property of Employer, Employee may elect to WSCterminate Employee's employment hereunder. (G) Upon Employee's failure to satisfactorily comply with accepted standards of medical practice and professional conduct, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained Employer, in Section 4.1its sole discretion, which inaccuracy could reasonably be expected may elect to result in, individually or terminate Employee's employment hereunder. (H) If Employee engages in the aggregate with abuse of drugs, intoxicants or other mood-altering substances or if Employee treats or attempts to treat a patient while under the results influence of drugs, intoxicants or other inaccuraciesmood-altering substances, a Sellers Material Adverse EffectEmployer, or a material failure in its sole discretion, may elect to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such terminate Employee's employment hereunder. (I) Upon thirty days notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; providedEmployer, howeverin its sole discretion, that Buyer shall not have the right may elect to terminate this Agreement under this Section 8.1(e) Employee's employment hereunder if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall Employee does not have satisfy the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days credentialing requirements of the Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in managed care and other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transactionplans with which Employer participates.

Conditions of Termination. This Agreement may be terminated only in accordance with Notwithstanding anything to the contrary contained herein, this Section 8.1. This Agreement may be terminated at any time before the Closing as followsClosing: (a) By mutual written consent of Sellers, ISG the Seller and the Buyer; (b) By WSC, by written notice to the Buyer, or by Buyer, by written notice to WSC, on or after the date that is 180 seventy-five (75) days after the Execution Date (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent of Sellers and Buyerdate hereof, if the Closing shall any condition contained in Section 12 has not have occurred on been satisfied or prior to the Termination Datewaived; providedPROVIDED, howeverHOWEVER, that a party shall not have the right to terminate this Agreement under this Section 8.1(bparagraph (b) shall not be available to the Buyer if its failure to fulfill any Seller (in case of termination by WSC) its obligations under this Agreement shall have been the reason that the Closing shall not have been consummated on or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreementbefore said date; (c) By WSCthe Seller, by written notice to Buyer, or by Buyer, by written notice to WSCon the date that is seventy-five (75) days after the date hereof, 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 Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty condition contained in Section 4.2 which inaccuracy could reasonably be expected to result in11 has not been satisfied or waived; PROVIDED, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, howeverHOWEVER, that WSC shall not have the right to terminate this Agreement under this Section 8.1(dparagraph (c) shall not be available to the Seller if its failure to fulfill any of its obligations under this Agreement shall have been the reason that the Closing shall not have been consummated on or before said date; (d) By the Buyer or the Seller, if any Seller is then in Government has issued an order, decree, injunction, stay or ruling or taken any other action restraining, enjoining or otherwise prohibiting the material breach of transactions contemplated by this Agreement, and such order, decree, injunction, stay, ruling or other action has become final and non-appealable; (e) By Subject to the Buyer's obligation to keep its Bid open through the earlier of the Closing Date of an Alternative Transaction under SCHEDULE 1.3(A) hereto and October 15, 2001, by written notice to WSCeither the Buyer or the Seller, if Buyer has previously provided WSC with notice upon approval by the Bankruptcy Court of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, Alternative Transaction under SCHEDULE 1.3(A) hereto based upon a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this AgreementSuperior Bid; (f) By the Buyer, by written notice to WSCon the date that is thirty (30) days after the date hereof, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer the Bidding Procedures Order shall not have been entered by the right Bankruptcy Court on or prior to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreementsuch date; (g) By the Buyer, by written notice to WSCon any date after September 28, 2001, if the Auction (iif any is held) the Bidding Procedures and Sale Motion is shall not filed have concluded on or prior to such date with the Bankruptcy Court Buyer's bid being selected by the Seller as the highest or otherwise best bid; or (h) By the Buyer, on any date after October 15, 2001, if the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Sale Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is shall not have been entered by the Bankruptcy Court within 25 days of on or prior to such date. If the Execution Date Buyer or (iii) the Bankruptcy Sale Order (in Seller terminate this Agreement pursuant to the form attached as Exhibit A or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyerprovisions hereof, such termination will be effected by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events other party specifying the provision hereof pursuant to which such termination is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transactionmade.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the Closing as followsClosing: (a) By mutual written consent of Sellers, ISG Seller and Buyer; (b) By WSCSeller, by written notice to Buyer, or by Buyer, by written notice to WSC, on or after the date that is 180 150 calendar days after the Execution Petition Date (the "TERMINATION DATE"“Warranty Termination Date”), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall condition contained in Section 9.1(a) has not have occurred on been satisfied or prior to the Termination Datewaived; provided, however, that a party Seller shall not have the right to terminate this Agreement under this Section 8.1(b10.1(b) if any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By WSCSeller, by written notice to Buyer, or by Buyer, by written notice to WSC, 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 Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or a material Buyer’s failure to perform any material covenant of ISG or Buyer contained in this Agreement or any Ancillary Agreement to which ISG or and Buyer is party, and ISG or Buyer, as applicable, has failed, failed within 10 five (5) days after such notice, notice to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC Seller shall not have the right to terminate this Agreement under this Section 8.1(d10.1(c) if Seller is then in material breach of this Agreement; (d) By Seller, by notice to Buyer, on or after the date that is 150 calendar days after the Petition Date (the “Approval Termination Date”), if any condition contained in Section 9.1(c) or Section 9.1(d) has not been satisfied or waived; provided, however, that Seller shall not have the right to terminate this Agreement under this Section 10.1(d) if Seller is then in material breach of this Agreement; (e) By Buyer, by written notice to WSCSeller, on or after the Warranty Termination Date, if the condition contained in Section 9.2(a) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by notice to Seller, if Buyer has previously provided WSC Seller with written notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any material covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, failed within 10 Business Days five (5) days after such notice, notice to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f10.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSCSeller, after the Approval Termination Date, if (iany condition contained in Section 9.2(c) or Section 9.2(d) has not been satisfied or waived; provided, however, that Buyer shall not have the Bidding Procedures and Sale Motion right to terminate this Agreement under this Section 10.1(g) if Buyer is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (then in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days material breach of the 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 the Bankruptcy Court within 60 days of the Execution Datethis Agreement; (h) By Buyer, by written notice to WSCSeller, or by Seller, by notice to Buyer, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing Order dismissing or converting the Bankruptcy Case into a case under Chapter 7 of the Bankruptcy Code, appointing a trustee in the Bankruptcy Case, or appointing an examiner with enlarged power related to the operation of the Business (Abeyond those set forth in Section 1106(a)(3) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B4) of the liquidation Bankruptcy Code) under Section 1106(b) of WSC's estate the Bankruptcy Code, or (iii) WSC's chapter 11 case is converted to a chapter 7 casethe occurrence of any of the foregoing; (i) By BuyerSeller, by written five (5) Business Days after notice to WSC on or prior to March 26, 2004Buyer, if the members of Bankruptcy Court has not entered the ISU have not ratified Sale Order by the collective bargaining agreement between date that is 60 calendar days after the ISU and Buyer; orPetition Date; (j) Automatically, if Sellers enter into an agreement providing for upon the earlier of (i) Seller consummating an Alternative Transaction, and (ii) sixty (60) days following the date upon which the Bankruptcy Court issues a Final Order approving an Alternative Transaction; and (k) As provided for in Section 3.2(a).

Conditions of Termination. This Agreement may be terminated only in accordance with Notwithstanding anything to the contrary contained herein, this Section 8.1. This Agreement may be terminated at any time before the Closing as followsClosing: (a) By mutual written consent of Sellers, ISG the Seller and Buyerthe Buyers; (b) By WSCthe Buyers, by if the Seller has materially 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 fifteen (15) days after written notice to Buyerthe Seller (provided that no 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 IX hereof will not be satisfied; (c) By the Seller, if any Buyer has materially breached any representation, warranty, covenant, or by Buyeragreement contained in this Agreement and has not, by in the case of a breach of a covenant or agreement, cured such breach within fifteen (15) days after written notice to WSCthe Buyers (provided that the Seller is not then in material breach of the terms of this Agreement and provided, on 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 VIII will not be satisfied; (d) By the Seller or after the date Buyers 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 transactions contemplated hereby by any Governmental Entity that is 180 days after would make consummation of the Execution Date transactions contemplated hereby illegal; or (e) By the "TERMINATION DATE"), subject, however, to extension by Seller or the mutual written consent of Sellers and Buyer, Buyers if the Closing shall not have occurred on or prior to the Termination Date; providedbeen consummated by January 31, however2014, for any reason, provided that a party shall not have the right to terminate this Agreement under this Section 8.1(b12.01(e) if shall not be available to any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in Party whose failure to fulfill any material breach of obligation under this Agreement; (c) By WSC, by written notice to BuyerAgreement has been the cause of, or by Buyer, by written notice to WSC, 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 Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result resulted in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory Closing to Buyer) is not entered by the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC occur on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transactionbefore such date.

Conditions of Termination. This Agreement may be terminated only in accordance with Notwithstanding anything to the contrary contained herein, this Section 8.1. This Agreement may be terminated at any time before the Closing as followsClosing: (a) By mutual written consent of Sellers, ISG the Seller and the Buyer; (b) By WSCthe Buyer, by if Leucadia or the Seller 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 15 Business Days after written notice to Buyerthe Seller 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) such that the conditions set forth in Section 11.1 or by Buyerthe first sentence of 11.2 hereof, by as the case may be, will not be satisfied; (c) By the Seller, if Level 3 or the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement (other than Section 6.8) and has not, in the case of a breach of a covenant or agreement, cured such breach within 15 Business Days after written notice to WSCthe Buyer of its intent to terminate this Agreement pursuant to this Section 12.1(c) (provided, on that the Seller and Leucadia 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 10.1 or the first sentence Section 10.2 hereof, as the case may be, will not be satisfied; (d) By the Seller, if Level 3 or the Buyer has breached Section 6.8 of this Agreement such that the condition set forth in Section 10.1 would not be satisfied and has not given written notice to the Seller of the Buyer's irrevocable election to exercise the Cash Substitution Right in full in accordance with Section 2.2 of this Agreement within 10 Business Days after the date Seller has given written notice to the Buyer of its intent to terminate this Agreement pursuant to this Section 12.1(d) (provided, that is 180 days after the Execution Date Seller and Leucadia are not then in material breach of the terms of this Agreement); (e) By the "TERMINATION DATE")Seller or the Buyer if: (i) there shall be a final, subject, however, to extension by non-appealable order of a federal or state court in effect preventing consummation of the mutual written consent transactions contemplated hereby; or (ii) there shall be enacted any federal or state statute which would make consummation of Sellers and Buyer, the transactions contemplated hereby illegal; or (f) By the Seller or the Buyer if the Closing shall not have occurred been consummated by May 1, 2006; provided that the Buyer or the Seller may extend such date by one (1) additional month if the condition set forth in Section 11.3 is the only condition remaining to be satisfied on or prior such date (other than those conditions that are only capable of being satisfied on the Closing) and such party reasonably believes in good faith that such condition is likely to the Termination Datebe satisfied within such additional one-month period; provided, however, and provided further that a party shall not have the right to terminate this Agreement under this Section 8.1(b12.1(f) if shall not be available to any Seller (in case of termination by WSC) or Buyer or ISG (in case of termination by Buyer) is then in party whose failure to fulfill any material breach of obligation under this Agreement; (c) By WSC, by written notice to BuyerAgreement has been both willful and the cause of, or by Buyer, by written notice to WSC, 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 Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result resulted in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 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 WSC of ISG's or Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC 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 written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSC, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory to Buyer) is not entered by the Bankruptcy Court within 25 days of the Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory Closing to Buyer) is not entered by the Bankruptcy Court within 60 days of the Execution Date; (h) By Buyer, by written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC occur on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative Transactionbefore such date.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Sellers, ISG Seller and Buyer; (b) By WSCSeller, by written notice to Buyer, or by Buyer, by written notice to WSCSeller, on or after January 28, 2010 if the Closing has not occurred by that date (the date that is 180 days after of such written notice, the Execution Date (the "TERMINATION DATE"“Termination Date”), subject, however, to extension by the mutual written consent of Sellers Seller, Seller’s lenders, the official unsecured creditors’ committee in the Bankruptcy Case and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, however that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller (in case of termination by WSCSeller) or Buyer or ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By WSCSeller, by written notice to Buyer, or by Buyer, by written notice to WSCSeller, if any injunction injunction, other order, or other order proceedings/investigations instituted by any governmental agencies or departments that would delay, impair or otherwise hinder the Closing of the transactions contemplated by Section 7.1(d) and Section 7.2(d) this Agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however, however that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSCSeller, by written notice to Buyer, if WSC Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or 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 partyAgreement, and ISG or Buyer, as applicable, Buyer has failed, within 10 days five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to WSC Seller of ISG's or Buyer's ability, ’s ability to remedy such inaccuracy or perform such covenant; provided, however, that WSC Seller 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 AgreementAgreement at the xxxx Xxxxxx gives such notice; (e) By Buyer, by written notice to WSCSeller, if Buyer has previously provided WSC Seller with written notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, 4.1 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is partyAgreement, and any Seller has failed, within 10 five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ’s ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is then in material breach of this AgreementAgreement at the time it gives such notice; (f) By Buyer, by written notice to WSC, if any event, fact or circumstance identified in Section 7.2(j) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by written notice to WSCSeller, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within five one (1) Business Days Day after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit B or in other form satisfactory and substance acceptable to Buyer) Buyer is not entered by the Bankruptcy Court within 25 days of the Execution Date by January 11, 2010 or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory and substance acceptable to Buyer) Buyer is not entered by the Bankruptcy Court within 60 days of the Execution Date;by January 26, 2010; or (hg) By Buyer, by if Seller enters into a definitive written notice to WSC, if (i) a WSC Shutdown occurs or WSC ceases substantially all of its business operations, or either of the foregoing events is authorized by WSC's board of directors, (ii) the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or a cessation of substantially all of WSC's business operations or (B) the liquidation of WSC's estate or (iii) WSC's chapter 11 case is converted to a chapter 7 case; (i) By Buyer, by written notice to WSC on or prior to March 26, 2004, if the members of the ISU have not ratified the collective bargaining agreement between the ISU and Buyer; or (j) Automatically, if Sellers enter into an agreement providing for an Alternative TransactionTransaction (including an Alternative Transaction that is for less than all of the Supermarkets) pursuant to the Bidding Procedures Order subject, however, to Buyer’s rights to the Break-Up Fee as provided for hereunder and in the Bidding Procedures Order.