Common use of Grounds for Termination Clause in Contracts

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written agreement of Albertson’s and Buyer; (b) by either Albertson’s or Buyer if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Vodafone and BuyerVerizon; (b) by either Albertson’s Vodafone or Buyer Verizon if the Closing shall not have been consummated on or before September 22, 2006 the date that is twelve (12) months after the date hereof (the “Termination Date”); provided provided, that the right to terminate this Agreement pursuant to this this Section 12.01(b8.1 (b) shall not be available to the any party seeking to terminate if whose breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing to occur on be consummated by such time; (c) by Vodafone, if there has been a material violation or before breach by Verizon of any covenant, representation or warranty contained in this Agreement or the Termination Date Omnitel Purchase Agreement which has caused, or would cause, any condition set forth in Sections 7.1 or 7.2 not to be satisfied and such action violation or failure to perform constitutes a breach is incapable of being cured by Verizon, or, if capable of being cured by Verizon, has not been cured by Verizon within sixty (60) days after written notice thereof from Vodafone; provided, that Vodafone is not then in breach of this AgreementAgreement so as to cause any of the conditions in Section 7.3 not to be satisfied; (d) by Verizon, if there has been a material violation or breach by Vodafone of any covenant, representation or warranty contained in this Agreement or the Omnitel Purchase Agreement which has caused, or would cause, any condition set forth in Sections 7.1 or 7.3 not to be satisfied and such violation or breach is incapable of being cured by Vodafone, or, if capable of being cured by Vodafone, has not been cured by Vodafone within sixty (60) days after written notice thereof from Verizon; provided, furtherthat Verizon is not then in breach of this Agreement so as to cause any of the conditions in Section 7.2 not to be satisfied; (e) by Vodafone, if a Vodafone Material Adverse Financial Effect has occurred and is continuing as of the date that would otherwise have been the Sanction Date, if the Transaction is to be implemented by way of the Vodafone Scheme, or the date that would otherwise have been the Closing Date, if the Transaction is to be implemented by way of the Share Purchase; (f) by either Vodafone or Verizon if (i) the Verizon Stockholders Meeting has concluded and the Verizon Requisite Vote has not been obtained or (ii) the Vodafone Shareholders Meeting has concluded and the Vodafone Requisite Share Purchase Vote has not been obtained; (g) by either Vodafone or Verizon, if (i) a court of competent jurisdiction or other Governmental Entity shall have enacted, entered or promulgated or enforced any statute, rule, regulation, executive order, decree, injunction or administrative order or issued a non-appealable final order, decree or ruling or taken any other non-appealable final action, in each case, having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing and the transactions contemplated hereby or (ii) the FCC shall have issued a final order disapproving the Transaction; provided, that the right to terminate this Agreement pursuant to this Section 12.01(b8.1(g) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) any party whose breach of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final provision of this Agreement results in such order, decree or judgment of any court ruling or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedother final action; (dh) by AlbertsonVodafone, in the event of a Verizon Change of Recommendation; provided, that Vodafone’s if there right to terminate this Agreement pursuant to this Section 8.1(h) shall have been a material breach of any representation, warranty, covenant or agreement expire at 5:00 p.m. (New York City time) on the part thirtieth (30th) calendar day following the date on which such Verizon Change of Buyer contained Recommendation occurs; (i) by Verizon, in the event of a Vodafone Change of Recommendation; provided, that Verizon’s right to terminate this Agreement pursuant to this Section 8.1(i) shall expire at 5:00 p.m. (New York City time) on the thirtieth (30th) calendar day following the date on which such that Vodafone Change of Recommendation occurs; and (j) by Vodafone, in the event that: (i) all of the conditions to the implementation of the Vodafone Scheme or the Share Purchase, as applicable, set forth in Sections 7.1 and 7.3 were satisfied (other than (1) if the Transaction is to be implemented by way of the Vodafone Scheme, (A) if the condition set forth in Section 10.03(a7.1(b)(ii)(x) was not yet satisfied, any condition that by its nature would not be satisfied and which shall not have been cured prior to satisfied until the earlier Sanction Date (but each of (iwhich was capable of being satisfied on the date the Sanction Date should have occurred) 20 Business Days following notice of such breach and (iiB) any Post-Sanction Conditions that had not yet been satisfied or (2) if the Termination Date; (e) Transaction is to be implemented by Buyer if there shall way of the Share Purchase, any condition thereto that by its nature would not have been a material breach satisfied until the Share Purchase Closing Date, but each of any representation, warranty, covenant or agreement which was capable of being satisfied on the part date the Share Purchase Closing Date should have occurred) and, if the Transaction is to be implemented by way of any Seller contained in this Agreement such that the Vodafone Scheme and the condition set forth in Section 10.02(a7.1(b)(ii)(x) would has not be yet been satisfied, such condition was capable of being satisfied if the Court Hearing were held on the date of determination and which shall not have been cured prior Verizon gave the undertakings necessary to implement the earlier of (i) 20 Business Days following notice of such breach and Scheme that it is required to give pursuant to this Agreement; (ii) the Termination Date; orfull proceeds to be provided to Verizon by the Financing or the Replacement Financing are not available (other than as a result of conditions to the funding of such Financing or Replacement Financing not yet having been satisfied, but which are capable of being satisfied by the date by which the Closing should occur) to Verizon on the terms thereof to consummate the Closing (this clause (ii) with clause (i) above, together, a “Financing Failure”); (fiii) by Albertson’s or Buyer Vodafone has irrevocably confirmed in writing (x) that all of the conditions set forth in Section 7.2 have been satisfied (other than (1) if the Merger Agreement Transaction is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b)be implemented by way of the Vodafone Scheme, (c)A) if the condition set forth in Section 7.1(b)(ii)(x) was not yet satisfied, any condition that by its nature would not have been satisfied until the Sanction Date (d)but each of which was capable of being satisfied on the date the Sanction Date should have occurred) and (B) any Post-Sanction Conditions that have not yet been satisfied or (2) if the Transaction is to be implemented by way of the Share Purchase, (eany condition thereto that by its nature would not have been satisfied until the Share Purchase Closing Date, but each of which was capable of being satisfied on the date the Share Purchase Closing Date should have occurred) or (fy) shall that it is willing to waive any unsatisfied conditions in Section 7.2, and, in either case, it is ready, willing and able to effect the Closing; (iv) Verizon either fails to (1) appear at the Court Hearing or the hearing in respect of the confirmation by the Court of the Vodafone Reduction of Capital when required to do so pursuant to this Agreement or to give notice of the undertakings necessary to implement the Vodafone Scheme that it is required to give pursuant to this Agreement or (2) effect the Closing pursuant to Section 2.3 or 2.5, as applicable, within three (3) Business Days after such termination appearance or undertakings were required or such Closing was required to have been consummated pursuant to Section 2.3 or 2.5, as applicable; and (v) Vodafone was ready, willing and able to effect the other partyClosing throughout such three Business Day period.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Datetime: (a) by mutual written agreement of Albertson’s the Company and Buyer; (b) by either Albertson’s the Company or Buyer if the Closing shall not have been consummated on or before September 2230, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of2006, or resulted in, unless the failure of the Closing to occur on or before be consummated by such date shall be due to the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right party seeking to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised perform or observe any of its termination right under Section 8.1(c) covenants or agreements set forth herein or, in the case of the Merger Company, in the Independence Agreement; (c) by either Albertson’s the Company or Buyer if there shall be any Law, regulation Applicable Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s either the Company or Buyer, if there the Independence Agreement shall have been terminated; (e) by Buyer upon the occurrence of any of the following: (i) any Person (other than Buyer and its Affiliates) shall have acquired Beneficial Ownership of shares of Common Stock representing more than 10% of all outstanding shares of Common Stock other than as a result of any Transfer by Buyer or its Affiliates pursuant to Section 8.02; (ii) the Board approves or the Company enters into a definitive agreement or agreement in principle with respect to an Acquisition Proposal made by a Person other than Buyer or announces an intention to accept such an Acquisition Proposal or enter into such agreement; (iii) prior to Closing, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause the condition set forth in Section 10.02(a) not to be satisfied, and such condition is incapable of being satisfied by September 30, 2006 and Buyer shall have given the Company 30 days’ prior written notice specifying in reasonable detail the nature of such breach; provided that Buyer has not materially breached its obligations hereunder; (iv) following Closing, a material breach of any representationcovenant or agreement required to be performed under this Agreement or any of the agreements contemplated by this Agreement by the Company; or (v) the members of the Board who hold such office on the date of this Agreement and such persons nominated or appointed to the Board or recommended for election by a majority of such members after the date of this Agreement shall cease to constitute a majority of the Board; or (f) by the Company upon the occurrence of any of the following: (i) prior to Closing, warranty, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Buyer contained set forth in this Agreement such shall have occurred that would cause the condition set forth in Section 10.03(a) would not to be satisfied, and such condition is incapable of being satisfied by September 30, 2006 and which the Company shall not have been cured given Buyer 30 days’ prior to written notice specifying in reasonable detail the earlier of (i) 20 Business Days following notice nature of such breach and breach; provided that the Company has not materially breached its obligations hereunder; (ii) the Termination Date; (e) by Buyer if there shall have been following Closing, a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in required to be performed under this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Dateby Buyer; or (fiii) by Albertson’s or upon the occurrence of a Buyer if the Merger Agreement is terminatedChange in Control. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) Section 12.01 shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (a) at any time on or prior to the Closing Date by mutual written agreement of Albertson’s Purchaser and Buyerthe Seller Representative; (b) by either Albertson’s Purchaser or Buyer if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate Sellers if any action Governmental Authority shall have enacted, issued, promulgated, enforced or entered any final and unappealable Governmental Order which is in effect and has the effect of such party making the Transaction illegal, otherwise restraining or prohibiting consummation of the failure of such party to perform any of its obligations under this Agreement required Transaction or causing the Transaction to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreementrescinded following completion thereof; provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 12.01(b10.1(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the primary cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Governmental Order; provided, further, that, any actions by any Governmental Authority under the HSR Act, if applicable, including without limitation a Request for Additional Information and Documentary Material pursuant to the HSR Act (commonly referred to as a “Second Request”), shall not provide grounds for termination under this Section 10.1(b); (c) by Purchaser or Sellers if the Transaction has not been consummated on or before April 30, 2024 (the “End Date”); (d) by Sellers, if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of Buyer contained Purchaser set forth in this Agreement such that the condition conditions to the Closing set forth in Section 10.03(a8.3(a) would not be satisfied and which such breach is incapable of being cured by the End Date; provided, that Sellers shall have given Purchaser at least twenty (20) days written notice prior to such termination stating Sellers’ intention to terminate this Agreement pursuant to this Section 10.1(d); provided, further, that Sellers shall not have been cured prior the right to the earlier of (iterminate this Agreement pursuant to this Section 10.1(d) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a Sellers are then in material breach of any representation, warranty, covenant covenant, or obligation hereunder, which breach has not been cured; or (e) by Purchaser, if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of any Seller contained the Company or Sellers set forth in this Agreement such that the condition conditions to the Closing set forth in Section 10.02(a8.3(b) would not be satisfied and which such breach is incapable of being cured by the End Date; provided, that Purchaser shall not have been cured given the Seller Representative at least twenty (20) days written notice prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertsontermination stating Purchaser’s or Buyer if the Merger Agreement is terminated. The party desiring intention to terminate this Agreement pursuant to clauses 12.01(bthis Section 10.1(e); provided, (c)further, (d)that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 10.1(e) if Purchaser is then in material breach of any representation, (e) warranty, covenant, or (f) shall give notice of such termination to the other partyobligation hereunder, which breach has not been cured.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: Closing: (a) by mutual written agreement of Albertson’s AbbVie and Buyer; Kadmon; (b) by either Albertson’s AbbVie or Buyer Kadmon if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination date that is *** days after the Effective Date”); provided that the that, such termination right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking a Party that has failed to terminate if any action of such party or the failure of such party to perform any of fulfill its obligations under this Agreement required to be performed at or prior to the Closing has whose acts or omissions have been the a significant cause of, or resulted in, the failure of the Closing to occur not occurring on or before the Termination Date such date; and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any LawAbbVie, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a so long as AbbVie is not then in material breach of any provision of this Agreement, if Kadmon has breached in any material respect any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement (it being understood that any materiality qualification in any representation and warranty shall be disregarded in determining whether any such that breach has occurred for purposes of this clause (c)); provided, however, AbbVie must first provide written notice to Kadmon in accordance with Section 8.3 herein, specifying in reasonable detail the condition set forth in Section 10.03(a) would not be satisfied nature of such breach, and which shall such breach must not have been cured prior by Kadmon during the *** days following the date that such written notice is deemed to the earlier of have CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION been given by AbbVie in accordance with Section 8.3 herein; (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (ed) by Buyer if there shall have been a Kadmon, so long as Kadmon is not then in material breach of any provision of this Agreement, if AbbVie has breached in any material respect any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement (it being understood that any materiality qualification in any representation and warranty shall be disregarded in determining whether any such that breach has occurred for purposes of this clause (d)); provided, however, Kadmon must first provide written notice to AbbVie in accordance with Section 8.3 herein, specifying in reasonable detail the condition set forth in Section 10.02(a) would not be satisfied nature of such breach, and which shall such breach must not have been cured prior by AbbVie during the *** days following the date that such written notice is deemed to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) have been given by Albertson’s or Buyer if the Merger Agreement is terminatedAbbVie in accordance with Section 8.3 herein. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(bthe foregoing clause (a), (c), (d), (eb) or (fc) shall give notice of such termination to the other partyParty in accordance with Section 8.3 herein.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Seller and Buyer; (b) by either Albertson’s Seller or Buyer Buyer, if the Closing shall not have been consummated on or before September 22November 30, 2006 2021 (the “Termination End Date”); provided provided, however, that the right to terminate this Agreement pursuant to this Section 12.01(b‎‎‎Section 10.01‎(b) shall not be available to the party seeking to terminate if any action a Party whose breach of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at representations, warranties, covenants or prior to the Closing agreements contained herein has been the primary cause of, or resulted in, of the failure of the Closing to occur on or before the Termination Date End Date; (c) by either Seller or Buyer, if at the end of the Auction for the Purchased Assets (if any), Buyer is not determined by the Debtors to be either the “Successful Bidder” or “Next-Highest Bidder” (each as defined in the Bid Procedures Order); (d) by Seller, if Seller is not then in material breach of its obligations under this Agreement and Buyer breaches or fails to perform any of its representations, warranties, covenants or agreements contained in this Agreement and such action breach or failure to perform constitutes (i) would prevent the satisfaction of a condition set forth in ‎‎‎Section 8.01 or ‎‎‎Section 8.03, (ii) cannot be, or has not been, cured within ten (10) Business Days following delivery of written notice to Buyer of such breach or failure to perform and (iii) has not been waived by Seller; (e) by Buyer, if Buyer is not then in material breach of its obligations under this Agreement and Seller breaches or fails to perform any of its representations, warranties, covenants or agreements contained in this Agreement and such breach or failure to perform (i) would prevent the satisfaction of a condition set forth in ‎‎‎Section 8.01 or ‎‎‎Section 8.02, (ii) cannot be, or has not been, cured within ten (10) Business Days following delivery of written notice to the Company of such breach or failure to perform and (iii) has not been waived by Buyer; (f) by either Seller or Buyer upon the conversion of any of Seller’s Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code, the dismissal of any of Seller’s Chapter 11 Cases, or if a trustee or examiner with expanded powers to operate or manage the financial affairs of Seller is appointed; (g) by either Seller or Buyer, if the Bankruptcy Court enters a final, non-appealable order that precludes the consummation of the transactions contemplated hereby on the terms and conditions set forth in this Agreement; (h) by either Seller or Buyer, if any court of competent jurisdiction or other competent Governmental Authority shall have enacted or issued a Law or decree or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such Law or decree or other action shall have become final and non-appealable; provided, furtherhowever, that the right to terminate this Agreement pursuant to under this Section 12.01(b‎‎‎Section 10.01(h) shall not be available to Albertson’s a Party if neither Albertson’s nor SUPERVALU the failure to consummate the Closing because of such action by a Governmental Authority shall be due to the failure of such Party to have exercised fulfilled, in any material respect, any of its termination right obligations under Section 8.1(c) of the Merger this Agreement; (ci) by either Albertson’s Seller or Buyer Buyer, if there shall be any Law, regulation the Bankruptcy Court enters an order approving an Alternative Transaction with one or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedmore Persons other than Buyer; (dj) by Albertson’s Buyer, if there shall have been a material breach any of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would Milestones are not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datemet; or (fk) by AlbertsonSeller, if Seller or its board of directors (or similar governing body), based on the advice of counsel, determines that proceeding with the transactions contemplated by this Agreement or failing to terminate this Agreement would be inconsistent with its or such Person’s or Buyer if the Merger Agreement is terminatedbody’s fiduciary duties or applicable law. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(bthis ‎‎‎Section 10.01 (other than pursuant to ‎‎‎Section 10.01(a), (c), (d), (e) or (f) shall give written notice of such termination to the other partyParty in accordance with ‎‎‎Section 11.01.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s or Buyer Acquiree and the Acquiree Shareholders (by written notice of termination from Acquiree and the Acquiree Shareholders to the Acquiror and the Acquiror Principal Shareholder, in which reference is made to this subsection) if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”), unless the failure of the Closing to have occurred is attributable to a failure on the part of Acquiree or the Acquiree Shareholders to perform any material obligation to be performed by Acquiree or the Acquiree Shareholders pursuant to this Agreement at or prior to the Closing; (c) by the Acquiror (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders, in which reference is made to this subsection) if the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of the Acquiror Principal Shareholder to perform any material obligation required to be performed by any such Acquiror Principal Shareholder pursuant to this Agreement at or prior to the Closing; (d) by the Acquiror or the Acquiree (by written notice of termination from such Party to the other Parties) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b11.3(d) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required Agreement; (e) by the Acquiror, Acquiree or the Acquiree Shareholders (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party’s obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing has been Closing; (f) by Acquiree or the cause ofAcquiree Shareholders (by written notice of termination from Acquiree to the Acquiror Principal Shareholder, or resulted inin which reference is made to this subsection) if, since the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU there shall have exercised its termination right under Section 8.1(c) of occurred any Material Adverse Effect on the Merger AgreementAcquiror, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to the Acquiror; (cg) by either Albertsonthe Acquiree (by written notice of termination from the Acquiree to the Acquiror and the Acquiror Principal Shareholder, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiror’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by AlbertsonAcquiror Shareholder’s if there representations and warranties shall have been a material breach inaccurate as of any representation, warranty, covenant or agreement on the part date of Buyer contained in this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a10.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiror or the earlier of Acquiror Principal Shareholder within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) any of the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant Acquiror’s or agreement on the part of any Seller Acquiror Principal Shareholder’s covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a10.3(b) would not be satisfied, or (iii) any Action shall be initiated, threatened or pending which could reasonably be expected to materially and adversely affect the Acquiror or Acquiree (including, without limitation, any such Action relating to any alleged violation of, or non-compliance with, any applicable Law or any allegation of fraud or intentional misrepresentation); or (h) by the Acquiror and the Acquiror Principal Shareholder (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiree’s or the Acquiree Shareholder’s representations and warranties shall have been inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.2(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiree or the earlier of Acquiree Shareholders within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, or (ii) any of the Termination Date; or (f) by AlbertsonAcquiree’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate Acquiree Shareholder’s covenants contained in this Agreement pursuant to clauses 12.01(b)shall have been breached, (c), (d), (esuch that the condition set forth in Section 10.2(b) or (f) shall give notice of such termination to the other partywould not be satisfied.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s GE and BuyerLM; (b) by either Albertson’s GE or Buyer LM if the Closing shall not have been consummated on or before September 22by December 31, 2006 1997 (the “Termination "End Date”"); provided provided, that the right to neither GE nor LM may terminate this Agreement pursuant to this Section 12.01(b10.01(b) if the Closing shall not be available to have been consummated by the party seeking to terminate if any action End Date by reason of such party or the failure of such party to perform or any of its obligations under Affiliates to perform in all material respects any of its or their respective covenants or agreements contained in this Agreement required to be performed at or prior to or, in the Closing has been the cause of, or resulted incase of LM, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Contribution Agreement; provided, further, that either GE or LM shall be entitled to terminate this Agreement prior to the End Date, if such party shall reasonably conclude that any condition to such party's obligations hereunder (as set forth in Section 8.01 with respect to LM and GE, Section 8.02 with respect to GE, and Section 8.03 with respect to LM) cannot reasonably be expected to be satisfied prior to the End Date; and provided, further, that as a condition to the right of a party to elect to terminate this Agreement pursuant to this Section 12.01(b) the immediately preceding proviso, the party shall first provide ten Business Days prior notice to the other party specifying in reasonable detail the nature of the condition that such party has concluded will not be available satisfied, and the other party shall be entitled during such ten Business Day period to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) take any actions it may elect consistent with the terms of the Merger Agreement;Transaction Documents such that such condition could be reasonably expected to be satisfied prior to the expiration of such time period; and (c) by either Albertson’s GE or Buyer LM if there shall be any Law, law or regulation that makes consummation of the Contemplated Transactions illegal or otherwise prohibited or if consummation of the Contemplated Transactions would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representationjurisdiction; provided, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (fthis Section 10.01(c) shall give notice of such termination to the other partyparties.

Grounds for Termination. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Contemplated Transactions may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of Albertson’s the Purchaser and Buyerthe Seller; (b) by either Albertson’s the Purchaser or Buyer the Seller if any Governmental Authority shall have issued a final and non-appealable order, decree or judgment permanently restraining, enjoining or otherwise prohibiting the consummation of the Contemplated Transactions; (c) by either the Purchaser or the Seller if the Closing shall not have been consummated occurred on or before September 22the Outside Date; provided, 2006 (the “Termination Date”); provided however, that the right to terminate this Agreement pursuant to this Section 12.01(b7.1(c) shall not be available to the party seeking any Party whose failure to terminate if fulfill any action obligation under, or breach of such party or the failure of such party to perform any of its obligations under provision of, this Agreement required to be performed at or prior to the Closing has shall have been the proximate cause of, or shall have resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes Outside Date; (d) by the Purchaser in the event of a breach of this Agreementany representation, warranty, covenant or agreement of the Seller contained herein such that it would be impossible to satisfy one or more of the conditions set forth in Section 6.2(a) or Section 6.2(b) by the Outside Date and the Seller fails to cure such breach (if curable) within 30 days after receipt of written notice from the Purchaser requesting such breach to be cured; provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 12.01(b7.1(d) shall not be available to Albertson’s the Purchaser if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) the Purchaser is then in breach of this Agreement so as to cause any of the Merger Agreement;conditions set forth in Section 6.1(a) or Section 6.1(b) not to be capable of being satisfied by the Outside Date; or (ce) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment the Seller in the event of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on of the part of Buyer Purchaser contained in this Agreement herein such that it would be impossible to satisfy one or more of the condition conditions set forth in Section 10.03(a6.1(a) would not be satisfied or Section 6.1(b) by the Outside Date and which shall not have been cured prior the Purchaser fails to the earlier of (i) 20 Business Days following notice of cure such breach and (iiif curable) within 30 days after receipt of written notice from the Termination Date; (e) by Buyer if there shall have been a material Seller requesting such breach of any representationto be cured; provided, warrantyhowever, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring right to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (ethis Section 7.1(e) shall not be available to the Seller if the Seller is then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.2(a) or (fSection 6.2(b) shall give notice not to be capable of such termination to being satisfied by the other partyOutside Date.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Sellers and Buyer; (b) by the Sellers, if Buyer has breached any representation or warranty of Buyer contained in this Agreement in any material respect, or if Buyer shall fail to perform or comply in all material respects with all covenants and obligations of Buyer under this Agreement to be performed or complied with by it on or prior to the Closing Date; provided, that Sellers are not then in material breach of their representations, warranties, covenants or obligations under this Agreement; (c) by the Sellers, if any condition to the obligations of Sellers set forth in Section 6.01 (c) or (d) shall have become incapable of fulfillment; provided, that Sellers are not then in material breach of their representations, warranties, covenants or obligations under this Agreement; (d) by the Buyer, if any condition to the obligation of Buyer set forth in Section 6.02 shall have become incapable of fulfillment; provided, that Buyer is not then in material breach of its representations, warranties, covenants or obligations under this Agreement; (e) by either Albertson’s the Sellers or Buyer Buyer, if the Closing shall not have been consummated on or before September 22the date that is two (2) Business Days after the entry of the Approval Order by the Bankruptcy Court, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to unless the party seeking to terminate if any action of such party or the failure of such party to perform any termination is in material breach of its representations, warranties, covenants or obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(bthis Section 9.01 (other than pursuant to Section 9.01(a), (c), (d), (e) or (f) shall give notice of such termination to the other partyparty in accordance with Section 10.01.

Grounds for Termination. This Agreement may be terminated at any time on or prior to the Closing Date: (a1) by the mutual written agreement of Albertson’s the Vendors and Buyerthe Purchaser, provided however, that if the Approval and Vesting Order has been issued and entered by the Court, any such termination shall require either the consent of the Monitor, or approval of the Court; (b2) by written notice from the Purchaser to the Vendors in accordance with Section 6.5; (3) by the Purchaser, on the one hand, or by the Vendors, on the other hand, upon written notice to the other Parties if (i) the Approval and Vesting Order has not been obtained by the Approval and Vesting Order Deadline Date, (ii) the Court declines at any time to grant the Approval and Vesting Order, or (iii) the Required Regulatory Approval (to the extent applicable) is not obtained by the Outside Date, in each case for reasons other than a breach of this Agreement by either Albertson’s the Purchaser or Buyer the Parent, on the one hand, or the Vendors, on the other hand; (4) by written notice from the Purchaser to the Vendors if there has been a material breach by the Vendors of any representation, warranty or covenant contained in this Agreement, which breach has not been waived by the Purchaser and (i) such breach is not curable and has rendered the satisfaction of any condition in Section 8.1 impossible by the Outside Date, or (ii) if such breach is curable, the Purchaser has provided prior written notice of such breach to the Vendors, and such breach has not been cured within five (5) days following the date upon which the Vendors received such notice; (5) by written notice from the Purchaser to the Vendors any time after the Outside Date, if the Closing shall has not have been consummated on occurred at the time such written notice is provided, for reasons other than as set out in Section 9.1(3), and such failure to close was not caused by or before September 22, 2006 as a result of the Purchaser’s or the Parent’s breach of this Agreement; (6) by written notice from the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available Vendors to the party seeking Purchaser if the Cure Costs in respect of any Assigned Contract exceed the applicable Cure Cost Threshold, unless the Purchaser agrees to terminate pay all such Cure Costs in excess of the applicable Cure Cost Threshold; (7) by written notice from the Vendors to the Purchaser if there has been a material breach by the Purchaser or the Parent of any action representation, warranty or covenant contained in this Agreement, which breach has not been waived by the Vendors and (i) such breach is not curable and has rendered the satisfaction of any condition in Section 8.2 impossible by the Outside Date, or (ii) if such breach is curable, the Vendors have provided prior written notice of such party or breach to the failure of Purchaser, and such party breach has not been cured within five (5) days following the date upon which the Purchaser received such notice; (8) by written notice from the Vendors to perform the Purchaser any of its obligations under this Agreement required to be performed at or prior to time after the Outside Date, if the Closing has been not occurred at the cause oftime such written notice is provided for reasons, other than as set out in Section 9.1(3), and such failure to close is not caused by or resulted in, the failure as a result of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a Vendors’ breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;or (c9) by either Albertson’s or Buyer written notice (i) from the Vendors to the Purchaser if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth out in Section 10.03(a8.2(9) would has not be been satisfied and which shall not have been cured prior to or waived by the earlier of (i) 20 Business Days following notice of such breach and Vendors by the Replacement Financial Assurance Condition Date, or (ii) from the Termination Date; (e) by Buyer Purchaser to the Vendors if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth out in Section 10.02(a8.1(8) would has not be been satisfied and which shall not have been cured prior to or waived by the earlier of (i) 20 Business Days following notice of such breach and (ii) Purchaser by the Termination Replacement Financial Assurance Condition Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by mutual the written agreement of Albertson’s Monaker, Stockholders and BuyerAxion Creditors; (b) by either Albertson’s or Buyer Stockholders and Axion Creditors (by written notice of termination from Stockholders and Axion Creditors to Monaker, in which reference is made to this subsection) if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”), unless the failure of the Closing to have occurred is attributable to a failure on the part of Stockholders or Axion Creditors to perform any material obligation to be performed by Stockholders and Axion Creditors pursuant to this Agreement at or prior to the Closing; (c) by Monaker (by written notice of termination from Monaker to Stockholders and Axion Creditors, in which reference is made to this subsection) if either (i) Monaker terminates the HotPlay Share Exchange Agreement pursuant to its terms prior to Closing; provided or (ii) the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing to have occurred by such Termination Date is attributable to a failure on the part of Monaker to perform any material obligation required to be performed by Monaker pursuant to this Agreement at or prior to the Closing; (d) by Monaker or Stockholders and Axion Creditors (by written notice of termination from such Party to the other Party) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b10.1(d) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required Agreement; (e) by Monaker, Stockholders or the Axion Creditors (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party’s obligations to perform its obligations hereunder (including, but not limited to any termination of the Axion Share Exchange Agreement), unless the occurrence of such event shall be due to the failure of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing has been Closing; (f) by Stockholders or the cause ofAxion Creditors (by written notice of termination from Stockholders to Monaker, or resulted inin which reference is made to this subsection) if, (i) since the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU there shall have exercised its termination right under Section 8.1(c) of the Merger Agreementoccurred any Material Adverse Effect on Monaker, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to Monaker; (cg) by either Albertson’s or Buyer if Monaker (by written notice of termination from Monaker to Stockholders and Axion Creditors, in which reference is made to this subsection) if, (i) since the date of this Agreement, there shall have occurred any Material Adverse Effect Axion, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to Axion; or (ii) the Subsequently Delivered Disclosure Schedules disclose anything which (A) has, or could reasonably be expected to have, a Material Adverse Effect with respect to Axion, (B) results in any Lawrepresentation, regulation warranty or nonappealable final ordercovenant made herein by Stockholders or Axion Creditors being materially incorrect or misleading at the time it was made, decree (C) departs materially, from any written or judgment oral disclosures relating to Stockholders, Axion or Axion Creditors (or their financial statements, liabilities, agreements, litigation, assets, operations or prospects) which has been provided by Stockholders or Axion Creditors, or their representatives, to Monaker or its representatives, prior to the date of any court this Agreement, or governmental body having competent jurisdiction that would make (D) materially affects the consummation ability of Stockholders or Axion Creditors to complete the transactions contemplated hereby illegal or otherwise prohibitedherein; (dh) by AlbertsonStockholders and Axion Creditors (by written notice of termination from Stockholders and Axion Creditors to Monaker, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Monaker’s if there representations and warranties shall have been a material breach materially inaccurate as of any representation, warranty, covenant or agreement on the part date of Buyer contained in this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a9.2(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to the earlier of by Monaker within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) the Termination Date; (e) by Buyer if there shall have been a material breach any of any representation, warranty, covenant or agreement on the part of any Seller Monaker’s covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a9.2(b) would not be satisfied; or (i) by Monaker (by written notice of termination from Monaker to Stockholders and Axion Creditors and the Axion Creditors, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Stockholders’ or Axion Creditors’ representations and warranties shall have been materially inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 9.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to the earlier of by Stockholders or Axion Creditors within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given; or (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate any of Stockholders’ and Axion Creditors’ covenants contained in this Agreement pursuant to clauses 12.01(b)shall have been breached, (c), (d), (esuch that the condition set forth in Section 9.3(b) or (f) shall give notice of such termination to the other partywould not be satisfied.

Grounds for Termination. This Agreement The Ministry may be terminated at any time prior to the Closing Dateterminate this Contract by notice in writing: (a) by mutual written agreement immediately, if: (i) a Party comprising Contractor is insolvent, is adjudged bankrupt or makes any assignment for the benefit of Albertson’s its creditors, or is adjudged to be unable to pay its debts as the same fall due; (ii) a petition is filed in a court having jurisdiction or an order is made, or an effective resolution is passed, for the dissolution, liquidation or winding up of a Party comprising Contractor; (iii) a receiver is appointed or an encumbrancer takes possession of a majority of the assets or undertaking of a Party comprising Contractor; or (iv) a Contractor ceases or threatens to cease to carry on its business or execution is forced against all or a majority of its property and Buyer;is not discharged within fourteen (14) Days. (b) by either Albertson’s or Buyer if immediately, where the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;Contractor: (ci) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been has committed a material breach of any representationplan, warrantyprogramme, covenant approval, condition or agreement on the part of Buyer contained in term to which this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and Contract is subject; (ii) has not complied with the Termination DateAct; (eiii) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior has provided information to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination DateMinistry in connection with this Contract or in order to obtain this Contract which it knew, or ought reasonably to have known, or believed to be false; or (fiv) has not paid any amount payable by Albertson’s it under the Act or Buyer under this Contract within a period of three (3) months after the Day on which the amount became due and payable. (c) on thirty (30) Days’ notice to the Contractor if the Merger Agreement Contractor is terminated. The party desiring in material default under this Contract and does not, within that thirty (30) Days, remedy the default to the satisfaction of the Ministry. (d) If there is more than one Contractor and circumstances arise in which the Ministry may terminate this Agreement pursuant Contract, the Ministry may, on such conditions as it decides, terminate this Contract only in respect of that or those Contractors whose acts or omissions (or in relation to clauses 12.01(b)whom acts, omissions or events have occurred which) have led to such circumstances arising, if: (c), (d), (ei) or (f) shall give notice of such termination to it is satisfied that the other partyContractors did not connive in such acts, omissions or events, and could not reasonably have been expected to prevent them occurring; (ii) it is satisfied that it is fair and reasonable to do so in all the circumstances; and (iii) an agreement is made with the other Contractor(s) to accept the Participating Interest of the Contractor(s) at fault, and the majority of the other Contractors agree to this arrangement subject to such conditions as may be imposed by the Ministry.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and Buyer; (b) by either Albertson’s the Company or Buyer if the Closing Merger shall not have been consummated on or before September 22, 2006 (180 days after the “Termination Date”)date hereof; provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the any party seeking to terminate if whose breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing Merger to occur on or before the Termination Date and be consummated by such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementtime; (c) by either Albertson’s the Company or Buyer MergerCo if there shall be consummation of the Debt Offer, Consent Solicitation or Merger is prohibited by law or would violate any Law, regulation or nonappealable final order, decree decree, injunction or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s either Buyer or MergerCo, if there shall have has been a material breach by the Company or the Stockholders’ Representative of any representation, warranty, warranty or covenant or agreement on the part of Buyer contained in this Agreement such that which would prevent the satisfaction of any condition set forth contained in Section 10.03(a) would not be satisfied 9.01 or Section 9.02 and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) has not been waived by Buyer or MergerCo or cured by the Termination Date;Company or the Stockholders’ Representative, as the case may be, within 60 days after written notice thereof from either Buyer or MergerCo; or (e) by Buyer the Company with the consent of the Stockholders’ Representative, if there shall have has been a material breach by the Buyer or MergerCo of any representation, warranty, warranty or covenant or agreement on the part of any Seller contained in this Agreement such that which would prevent the satisfaction of any condition set forth in Section 10.02(a) would not be satisfied 9.01 or Section 9.03 and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) has not been waived by the Termination Date; or (f) Company or cured by Albertson’s Buyer or Buyer if MergerCo, as the Merger Agreement is terminatedcase may be, within 60 days after written notice thereof from the Company. The party desiring to terminate this Agreement pursuant to any of clauses 12.01(b), (c), (d), (e10.01(b) or (fthrough 10.01(e) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date: (a) by By mutual written agreement consent in writing of Albertson’s the Company and Buyer;Brouxxxxx; xx (b) By the Company by either Albertson’s or Buyer if the Closing giving written notice thereof to Brouxxxxx xx (i) a material adverse change shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;have (c) By Brouxxxxx xx giving written notice thereof to the Company if (i) a material adverse change shall have occurred in the financial condition, results of operations or business of the Company since May 31, 1997 or (ii) the Company has in any material respect breached any covenant, undertaking, representation or warranty contained in this Agreement and such breach has not been cured within thirty (30) days after the giving of such notice; or (d) By either the Company or Brouxxxxx xxxn written notice to the other if any regulatory agency whose approval of the transactions contemplated by this Agreement is required denies such application for approval by final order or ruling (which order or ruling shall not be considered final until expiration or waiver of all periods for review or appeal); or (e) By either Albertson’s the Company or Buyer Brouxxxxx xxxn written notice to the other if there any condition precedent to either party's performance hereunder is not satisfied or fulfilled; or (f) By either the Company or Brouxxxxx xx the Merger shall be violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datejurisdiction; or (fg) by Albertson’s By either the Company or Buyer Brouxxxxx xxxn the bankruptcy, insolvency or assignment for the benefit of creditors of the Company or Brouxxxxx; xx (h) By Brouxxxxx xx the event Brouxxxxx xxxermines that any information "disclosed in writing" and delivered pursuant to Section 11.3 hereof is (i) materially inaccurate, incomplete, untrue; (ii) exposes a material adverse change relating to the business of the Company; or (i) By the Company in the event the Company determines that any information "disclosed in writing" and delivered pursuant to Section 11.3 hereof is (i) materially inaccurate, incomplete, untrue; (ii) exposes a material adverse change relating to the business of Brouxxxxx; xx (iii) otherwise breaches any material covenant, undertaking, representation or warranty contained herein; or (j) By Brouxxxxx, xx the event Brouxxxxx xxx the Food and Consumer Service of the United States Department of Agriculture ("FCS") do not agree, in a manner satisfactory to Brouxxxxx, xx limit the terms and conditions of the Compliance Agreement in Lieu of Debarment between the Company and the FCS ("Compliance Agreement") solely to the business operations and management of the Company following the Merger. In any event, the obligations of the parties under this Agreement shall terminate on December 31, 1997, if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b)closing provided in Section 7.1 has not occurred on or before that date, (c), (d), (e) or (f) shall give notice of such termination to unless Brouxxxxx xxx the other partyCompany otherwise agree.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Seller and Buyer; (b) by either Albertson’s Seller or Buyer if the Closing shall not have been consummated occurred on or before September 22June 8, 2006 2022 (the “Termination End Date”); provided provided, that the End Date shall automatically be extended to December 8, 2022 to the extent the conditions specified in Section 10.01(a) are the only conditions to the closing specified in Article 10 that have not been satisfied (other than those conditions that by their nature are to be satisfied at Closing); provided, further that the right to terminate (or extend) this Agreement pursuant to this Section 12.01(b) shall not be available to the any party seeking to terminate if whose breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, caused or resulted in, in the failure of the Closing to occur on or before the Termination Date and have occurred by such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementtime; (c) by either Albertson’s Seller or Buyer Buyer, if there shall be is any Law, regulation or nonappealable final order, decree or judgment of and non-appealable Order issued after the date hereof by any court or governmental body having of competent jurisdiction that would make in any Specified Jurisdiction enjoining, prohibiting or rendering illegal the consummation of the transactions contemplated hereby illegal or otherwise prohibitedClosing; (d) by Albertson’s Buyer if there is any breach of any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement, such that the conditions specified in Section 10.02(a) or Section 10.02(b) would not be satisfied at the Closing, except that if such breach is curable by Seller, then, for a period of up to thirty (30) days after receipt by Seller of written notice from Buyer of such breach such termination shall have been a material not be effective and the End Date shall be automatically extended until the fifth (5th) Business Day following the end of such thirty (30) day period (if the End Date would otherwise occur on or prior to such date), and such termination shall become effective only if such breach is not cured within such thirty (30) day period; provided, that Buyer is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 10.01 or 10.03 not to be satisfied; or (e) by Seller if (i) there is any breach of any representation, warranty, covenant or agreement on the part of Buyer contained set forth in this Agreement Agreement, such that the condition set forth conditions specified in Section 10.03(a) or Section 10.03(b) would not be satisfied and which shall not have been cured prior at the Closing, except that, if such breach is curable by Buyer, then, for a period of up to the earlier thirty (30) days after receipt by Buyer of (i) 20 Business Days following written notice from Seller of such breach such termination shall not be effective and the End Date shall automatically be extended until the fifth (ii5th) Business Day following the Termination Date; end of such thirty (e30) by Buyer day period (if there the End Date would otherwise occur on or prior to such date), and such termination shall have been a material become effective only if such breach is not cured within such thirty (30) day period; provided, that Seller is not then in breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that so as to cause any of the condition conditions set forth in Section 10.02(a) would 10.01 or Section 10.02 not to be satisfied or (ii) (A) all of the conditions set forth in Section 10.01 and which shall not Section 10.02 have been cured satisfied (other than (x) those conditions which by their terms or nature are to be satisfied at the Closing and (y) those conditions the failure of which to be satisfied is caused by or results from a breach by Buyer of this Agreement) as of the date the Closing should have occurred pursuant to Section 2.09, (B) Seller has delivered written notice to Buyer that Seller is ready, willing and able to consummate the transactions contemplated in this Agreement and (C) Buyer has failed to consummate the transactions contemplated by this Agreement on or prior to the earlier date on which the Closing should have occurred pursuant to Section 2.09. Other than in the case of (i) 20 Business Days following notice of such breach and (ii) a termination pursuant to Section 12.01(a), the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) any clause of this Section 12.01 shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (a) by mutual written agreement of Albertson’s and Buyer; either Buyer or Seller (b) by either Albertson’s or Buyer if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall terminating Party is not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a then in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall not have occurred or is not reasonably likely to occur within 12 months after the date of this Agreement (the “Outside Date”) (provided, that if on the part Outside Date all the Consents required in order to satisfy the conditions set forth in Section 7.1(d) and Section 7.2(d) have not been obtained and such conditions are being diligently pursued by the appropriate Party, and all of the other conditions to Closing contained in Article VII have been fulfilled or are capable of being fulfilled, then, at the option of either Buyer or Seller, (which shall be exercised by written notice on or before the Outside Date), the Outside Date shall be extended to 15 months after the date of this Agreement); (b) by Buyer if (i) Seller shall have breached any of the covenants or agreements contained in this Agreement to be complied with by Seller such that the closing condition set forth in Section 7.1(b) would not be satisfied or (ii) there exists a breach of any representation or warranty of Seller contained in this Agreement such that the closing condition set forth in Section 7.1(a) would not be satisfied; provided, in the case of (i) or (ii), that such breach is not cured by Seller within 30 Business Days after Seller receives written notice of such breach from Buyer; (c) by Seller if (i) Buyer shall have breached any of the covenants or agreements contained in this Agreement to be complied with by Buyer such that the closing condition set forth in Section 7.2(b) would not be satisfied or (ii) there exists a breach of any representation or warranty of Buyer contained in this Agreement such that the closing condition set forth in Section 10.03(a7.2(a) would not be satisfied and which shall not have been cured prior to satisfied; provided, in the earlier case of (i) 20 or (ii), that such breach is not cured by Buyer within 30 Business Days following after Buyer receives written notice of such breach and from Seller; (iid) by Buyer, on the Termination Dateone hand, or Seller, on the other hand, in writing if there shall be in effect a nonappealable Order prohibiting, enjoining, restricting or making illegal the transactions contemplated by this Agreement; (e) by Seller, if at the Closing Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on fails to make the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not payments required to be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datemade by Buyer; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination at any time prior to the other partyClosing Date by mutual written agreement of Buyer and Seller.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement consent of Albertson’s CTB and Buyer;BBT; or (b) by either Albertson’s BBT or Buyer by CTB, if the Closing shall has not have been consummated on or before September 22occurred prior to January 31, 2006 (the “Termination Date”)2001; provided provided, however, that the such right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to any party (with BBT and the party seeking to terminate if any action of such party or the failure of such party to perform Selling Entities collectively deemed as one party) that has breached any of its obligations under covenants, representations or warranties in this Agreement required in any material respect (which breach has not been cured) or has refused to be performed at or prior to the Closing has been the cause of, or resulted in, the failure sign any of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this AgreementDocuments, without cause; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;or (c) by either Albertson’s BBT or Buyer CTB, if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction Law that would make the makes consummation of the transactions contemplated hereby Transactions illegal or otherwise prohibited;prohibited or if any Court Order enjoining BBT and the Selling Entities or CTB from consummating the Transactions is entered and such Court Order shall become final and nonappealable; or (d) by Albertson’s CTB, if there BBT or a Selling Entity shall have been breached any of its covenants hereunder in any material respect or if the representations and warranties BBT or a material breach of any representation, warranty, covenant or agreement on the part of Buyer Selling Entity contained in this Agreement such that the condition set forth or in Section 10.03(a) would any certificate or other writing delivered by BBT or a Selling Entity pursuant hereto shall not be satisfied true and which shall correct in any material respect, except for such changes as are contemplated by this Agreement, and, in either event, if such breach is subject to cure, BBT or the Selling Entities have not have been cured prior to the earlier such breach within ten business days of (i) 20 Business Days following CTB's notice of such breach and (ii) the Termination Date;an intent to terminate; or (e) by Buyer BBT, if there CTB shall have been a material breach breached any of any representation, warranty, covenant its covenants hereunder or agreement on if the part representations and warranties of any Seller CTB contained in this Agreement such that the condition set forth or in Section 10.02(a) would any certificate or other writing delivered by CTB pursuant hereto shall not be satisfied true and which shall correct, except for such changes as are contemplated by this Agreement, and, in either event, if such breach is subject to cure, CTB has not have been cured prior to the earlier such breach within ten business days of (i) 20 Business Days following notice of such breach and (ii) the Termination Datean intent to terminate; or (f) by Albertson’s or Buyer CTB after the occurrence of an event which could reasonably be expected to result in a Material Adverse Effect; or (g) by CTB if the Merger Agreement Board of Directors of BBT or any committee of the Board of Directors of BBT (i) shall withdraw or modify in any adverse manner its approval or recommendation of this Agreement, (ii) within ten days after CTB's request, shall fail to reaffirm such approval or recommendation, (iii) shall approve or recommend any acquisition of a material portion of its assets or the Business or any tender offer for shares of its capital stock, in each case, other than by CTB or an affiliate thereof, (iv) a tender offer or exchange offer for any of the outstanding shares of BBT common stock shall have been commenced or a registration statement with respect thereto shall have been filed and the Board of Directors of BBT shall have recommended that the shareholders of BBT tender their shares in such tender or exchange offer or publicly announced its intention to take no position with respect to such tender or exchange offer, or (v) shall resolve to take any of the actions specified in this Section 11.1(g); or (h) by BBT, prior to the approval of this Agreement, upon five days' prior notice to CTB, if, as a result of discussions or negotiations with a party other than CTB or any of its affiliates (a "Third Party"), and (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with any Selling Entity or their representative after the date hereof) that Third Party makes an unsolicited bona fide written Acquisition Proposal (hereinafter defined) that BBT's Board of Directors reasonably and in good faith believe is terminated. The party desiring superior to terminate the transaction contemplated by this Agreement pursuant and has demonstrated that the funds necessary for the Acquisition Proposal are reasonably likely to clauses 12.01(bbe available (as determined in good faith in each case by BBT's Board of Directors after consultation with its financial advisors) and which Acquisition Proposal accomplishes at least the same long-term strategic benefits afforded to the Selling Entities and BBT's shareholders by this Agreement and the transactions contemplated hereby (such an Acquision Proposal, a "Superior Proposal"); provided, however, that BBT has fully complied with its obligations under Section 6.3 and with all the applicable requirements of Section 11.2(b), including the payment of the Termination Fee and CTB Expenses (ceach as hereinafter defined); or (i) by BBT if CTB fails to deposit $250,000 into the Escrow Account on or before January 26, 2001; or (d)j) by BBT if CTB fails to pay the $650,000 Secured Short Term Note on or before February 15, (e) or (f) shall give notice of such termination to the other party2001.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual By the written agreement of Albertson’s each of Purchaser and BuyerSeller; (b) By Seller if it shall have determined in good faith that one or more of the conditions set forth in Section 6.2 cannot be fulfilled as a result of an occurrence or event beyond the control of Seller; (c) By Seller if the Merger Agreement shall have been terminated; (d) By Purchaser if it shall have determined in good faith that one or more of the conditions set forth in Section 6.1 cannot be fulfilled as a result of an occurrence or event beyond the control of Purchaser; (e) By either Purchaser or Seller if any permanent injunction or Proceeding by any governmental agency of competent jurisdiction enjoining, denying approval of or otherwise prohibiting consummation of any of the transactions contemplated by the Agreement becomes final and nonappealable; or (f) By either Albertson’s Purchaser or Buyer Seller if the Closing shall not have been consummated occurred on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause ofSeptember 30, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement1999; provided, furtherhowever, that Seller may unilaterally cause this date to be extended to December 31, 1999, or to March 31, 2000 if the right to terminate this date for termination of the Merger Agreement shall have been similarly extended pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c7.1(e) of the Merger Agreement; ; provided further, however, that Purchaser may unilaterally cause this date to be extended from September 30, 1999 to October 31, 1999, but, if Purchaser does so, Seller may, at such time, undertake to seek an alternative purchaser for the Shares and, notwithstanding any provision to the contrary contained in Sections 4.1(a), (ch), (l), (o) by either Albertson’s and (q) and 5.6, may take any and all actions necessary, proper or Buyer if there shall be any Lawadvisable in connection with such alternative transaction, regulation or nonappealable final orderincluding, decree or judgment without limitation, the execution of any court or governmental body having competent jurisdiction a definitive agreement with respect thereto that would make is conditioned upon a termination of this Agreement, other than the actual consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured alternative transaction prior to the earlier termination of (i) 20 Business Days following notice of this Agreement, it being agreed and acknowledged that such breach and (ii) the Termination Date; (e) actions taken by Buyer if there Seller shall have been not constitute a material breach of any representation, warranty, covenant or agreement on the part of any Section 5.1. Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured make good faith efforts to consult with Purchaser prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s making any press release or Buyer if the Merger Agreement is terminated. The party desiring other public disclosure relating to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyan alternative transaction.

Grounds for Termination. This Agreement may be terminated terminated: (a) at any time prior to the Closing Date: (a) Settlement Date by mutual written agreement of Albertson’s the Offeror and Buyerthe Sellers; (b) by either Albertson’s the Offeror or Buyer the Sellers if the Closing Offer Commencement Date shall not have been consummated on or before September 22, 2006 (occurred prior to the “Termination Outside Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b7.1(b) shall not be available to the terminating party seeking to terminate if any action the terminating party’s breach of such party or the failure of such party to perform any of its obligations their covenants or agreements under this Agreement required to be performed at or prior to the Closing has shall have been the a material cause of, or resulted in, the failure of the Closing Offer Commencement Date to occur on or before such Outside Date. If the Termination Date Sellers terminate the Agreement pursuant to this Section 7.1(b), then the Offeror shall pay to the Sellers a total breakup fee of US$ 3’000,000 (to be distributed proportionately between the Sellers pursuant to their equity interests set forth in column 2 of Annex A herein); (c) by either the Offeror or the Sellers if any Prohibitive Order permanently prohibiting the consummation of the transactions contemplated by this Agreement shall have become final and such action or failure to perform constitutes a breach of this Agreementnon-appealable; provided, further, provided that the right to terminate this Agreement pursuant to this Section 12.01(b7.1(c) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU any party whose failure to fulfill any obligation under this Agreement shall have exercised its termination right under Section 8.1(c) been a material cause of, or resulted in, the occurrence of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedsuch Prohibitive Order; (d) by Albertson’s if there shall have been the Sellers, upon written notice to the Offeror in the event of a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that by the Offeror, which breach, individually or in the aggregate, would result in, if occurring or continuing on the Offer Commencement Date, the failure of any condition to the Sellers’s obligations set forth in Section 10.03(a) would 6.2 to be satisfied, and which cannot be satisfied and which or has not been cured by the Outside Date or within thirty (30) days after the giving of written notice to the Offeror of such breach; provided that the right to terminate this Agreement under this Section 7.1(d) shall not have been cured prior be available to the earlier Sellers if such party then is in material breach of (i) 20 Business Days following notice of such breach its representations, warranties, agreements and (ii) the Termination Date;covenants hereunder; or, (e) by Buyer if there shall have been the Offeror, upon written notice to the Sellers, in the event of a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that by the Sellers, which breach, individually or in the aggregate, would result in, if occurring or continuing on the Offer Commencement Date, the failure of any condition to the Offeror’s obligations set forth in Section 10.02(a) would 6.1 to be satisfied, and which cannot be satisfied and which shall or has not have been cured prior by the Outside Date or within thirty (30) days after the giving of written notice to the earlier of (i) 20 Business Days following notice Sellers of such breach and (ii) breach; provided that the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring right to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (funder this Section 7.1(e) shall give notice of such termination not be available to the other partyOfferor if such party then is in material breach of its representations, warranties, agreements and covenants hereunder.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Sellers and Buyer; (b) by either Albertson’s the Sellers or Buyer if the Closing shall not have been consummated on or before September 22August 31, 2006 2014 (the “Termination End Date”); provided provided, however, that at the right time of such termination, the Party seeking to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any in material breach of its obligations under this Agreement required Agreement, including its obligation to be performed at or prior consummate the Closing on the terms and subject to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementconditions set forth herein; (c) by either Albertson’s the Sellers or Buyer if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s the Sellers if there shall have been (i) a material breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement on the part of Buyer contained set forth in this Agreement such shall have occurred that would cause any of the condition conditions set forth in Section 10.03(a) would 10.01 or 10.03 not to be satisfied and which shall (ii) such condition is incapable of being cured or, if curable, is not have been cured prior to by Buyer by the earlier of (iA) within 20 Business Days following days after the giving of written notice of such breach or failure and (iiB) the Termination End Date; provided, that at the time of such termination, the Sellers shall not be in material breach of its obligations under this Agreement; (e) by Buyer if there shall have been (i) a material breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement on the part of any Seller contained the Sellers set forth in this Agreement such shall have occurred that would cause any of the condition conditions set forth in Section 10.02(a) would 10.01 or 10.02 not to be satisfied and which (ii) such condition is incapable of being cured or, if curable, is not cured by the Sellers by the earlier of (A) within 20 days after the giving of written notice of such breach or failure and (B) the End Date; provided, that at the time of such termination, Buyer shall not be in material breach of its obligations under this Agreement; (f) (i) by the Sellers or Buyer if any Seller enters into a definitive agreement with respect to an Alternative Transaction or (ii) by either Buyer or the Sellers if the Bankruptcy Court approves an Alternative Transaction, or automatically if an Alternative Transaction is consummated; or (g) by Buyer if the Sale Order shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s entered on or Buyer if the Merger Agreement is terminatedbefore August 28, 2014. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(bSection 11.01(b), (c11.01(c), (d11.01(d), (e11.01(e), 11.01(f) or (f11.01(g) shall give notice of such termination to the other partyParties.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (ai) by mutual written agreement consent of Albertson’s and Buyerthe parties; (bii) by either Albertson’s the Company or Buyer Purchaser, provided such party is not then in material default hereunder, upon written notice to the other party, if the Closing hereunder has not occurred on or before September 4, 1999 (the "Termination Date"), provided that if the FCC Consent is obtained during the 15 days prior to September 4, 1999, the Termination Date will not occur until the 15th day after receipt of the FCC Consent, provided further that if either or both of the Company and Purchaser shall have postponed the Closing Date pursuant to Section 6.11 hereof, the Termination Date will occur no earlier than the end of the period of such postponement, and provided further that if the Closing hereunder has not occurred on or before September 4, 1999 due to a publicly announced federal governmental shutdown affecting, or any other publicly announced freeze on the processing of applications to transfer station licenses by, the FCC (collectively, a "FCC Shutdown"), the Termination Date will be extended by a period of time equal to the duration of the FCC Shutdown, but in no event shall the Termination Date be extended to a date any later than the earlier of (x) 60 days after the end of the FCC Shutdown or (y) December 4, 1999. (iii) by either the Company or Purchaser, upon written notice to the other party, if any Governmental Authority shall have issued a statute, rule, regulation, order, decree or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the Closing hereunder or the closing under the Gannett Purchase Agreement and such statute, rule, regulation, order, decree or injunction or other action shall have become final and nonappealable, provided that this clause (iii) will not be applicable to actions of the FCC subject to clause (iv) below; (iv) by either the Company or Purchaser, upon written notice to the other party, if (i) the FCC, or the Chief, Mass Media Bureau of the FCC, acting under delegated authority, shall have denied the application for assignment of the Gannett FCC Licenses to the Company, (ii) the FCC, or the Chief, Mass Media Bureau of the FCC, acting under delegated authority, shall have denied the application for assignment of the FCC Licenses to Purchaser, (iii) the parties' request for administrative or judicial review, or the FCC's administrative review sua sponte, shall not have been consummated on or before September 22, 2006 disposed of favorably to the parties and (iv) the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be parties have no further relief available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementthem; (cv) by either Albertson’s or Buyer Purchaser, by written notice to the Company, if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have has been a material breach by the Company of any representation, warranty, covenant or agreement on the part of Buyer contained set forth in this Agreement such that the condition precedent set forth in Section 10.03(a) 6.1 or 6.2 hereof would not be satisfied and satisfied, which shall breach has not have been cured prior to the earlier of (i) within 20 Business Days following receipt by the breaching party of written notice of such breach and (ii) the Termination Date;breach; or (evi) by Buyer the Company by written notice to Purchaser if there shall have has been a material breach by Purchaser of any representation, warranty, covenant or agreement on the part of any Seller contained set forth in this Agreement such that the condition precedent set forth in Section 10.02(a) 7.1 or 7.2 hereof would not be satisfied and satisfied, which shall breach has not have been cured prior to the earlier of (i) within 20 Business Days following receipt by the breaching party of written notice of such breach and breach; (iivii) by Purchaser by written notice to the Termination DateCompany, if the FCC has revoked the Company's or Gannett's FCC License for the Station; or (fviii) automatically without further action by Albertson’s or Buyer if the Merger parties upon the termination of the Gannett Purchase Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyin accordance with its terms.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s the Acquiror or Buyer the Acquiree (by written notice of termination from such Party to the other Parties) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the Closing shall not have been consummated on effect of, permanently restraining, enjoining or before September 22otherwise prohibiting the consummation of the transactions contemplated hereby; provided, 2006 (the “Termination Date”); provided however, that the right to terminate this Agreement pursuant to under this Section 12.01(b10.1(b) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertsonthe Acquiror, Acquiree or the Acquiree Shareholders (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party’s or Buyer if there obligations to perform its obligations hereunder, unless the occurrence of such event shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make due to the consummation failure of the transactions contemplated hereby illegal terminating Party to perform or otherwise prohibitedcomply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing; (d) by Albertson’s if Acquiree or the Acquiree Shareholders (by written notice of termination from Acquiree to the Acquiror Principal Shareholder, in which reference is made to this subsection) if, since the date of this Agreement, there shall have been a material breach of occurred any representation, warranty, covenant or agreement Material Adverse Effect on the part Acquiror, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to the Acquiror; (e) by the Acquiree (by written notice of Buyer contained termination from the Acquiree to the Acquiror and the Acquiror Principal Shareholder, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiror’s or the Acquiror Shareholder’s representations and warranties shall have been inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a9.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiror or the earlier of Acquiror Principal Shareholder within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) any of the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant Acquiror’s or agreement on the part of any Seller Acquiror Principal Shareholder’s covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a9.3(b) would not be satisfied satisfied, or (iii) any Action shall be initiated, threatened or pending which could reasonably be expected to materially and which shall not have been cured prior adversely affect the Acquiror or Acquiree (including, without limitation, any such Action relating to the earlier any alleged violation of, or non-compliance with, any applicable Law or any allegation of (i) 20 Business Days following notice of such breach and (ii) the Termination Datefraud or intentional misrepresentation); or (f) by Albertsonthe Acquiror and the Acquiror Principal Shareholder (by written notice of termination from the Acquiror to the Acquiree, the Parent and the Acquiree Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiree’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate Acquiree Shareholder’s representations and warranties shall have been inaccurate as of the date of this Agreement pursuant or as of a date subsequent to clauses 12.01(b)the date of this Agreement (as if made on such subsequent date) and such inaccuracy has not been cured by Acquiree or the Acquiree Shareholders within five (5) Business Days after its receipt of written notice thereof and remains uncured at the time notice of termination is given, (c), (d), (e) or (fii) any of the Acquiree’s or Acquiree Shareholder’s covenants contained in this Agreement shall give notice of such termination to the other partyhave been breached.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and Buyer; (b) by either Albertson’s the Company, if Buyer has breached in any material respect any representation, warranty, covenant or other agreement contained in this Agreement which would give rise to the failure of a condition set forth in Article 8 to be satisfied, which breach has not been cured within 20 Business Days after the giving of written notice by the Company to Buyer specifying such breach; provided that the Company may terminate this Agreement pursuant to this Section 10.01(b) only if the Closing Company is not in breach in any material respect of any of its obligations hereunder; (c) by Buyer, if the Company has breached in any material respect any representation, warranty, covenant or other agreement made by it contained in this Agreement which would give rise to the failure of a condition set forth in Article 8 to be satisfied, which breach has not been cured within 20 Business Days after the giving of written notice by Buyer to the Company specifying such breach; provided that Buyer may terminate this Agreement pursuant to this Section 10.01(c) only if Buyer is not in breach in any material respect of any of its obligations hereunder; (d) by either the Company, the Holders’ Representative or Buyer, if the Merger shall not have been consummated on or before September 22January 31, 2006 2015 (or if such day is not a Business Day, the next Business Day) (the “Termination Outside Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b10.01(d) shall not be available to the any party seeking to terminate if whose breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing Merger to occur on be consummated by such time; (e) by either the Company, the Holders’ Representative or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s Buyer if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) consummation of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datejurisdiction; or (f) by Albertson’s or Buyer Buyer, if the Merger Holders’ Representative fails to deliver to the Company (with a copy to Buyer), within 24 hours following the execution and delivery of this Agreement is terminatedby all of the parties hereto, a copy of the executed Written Consent evidencing receipt of the Stockholders’ Approval. The party desiring to terminate this Agreement pursuant to clauses 12.01(b(b), (c), (d), (e) or (f) above shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s or Buyer if written notice from any Party to the other Parties if: (i) the Closing shall has not have been consummated effected on or before September 22, 2006 (prior to the “close of business on the Termination Date”); provided provided, however, that the right to terminate this Agreement pursuant to this Section 12.01(b6.1(b)(i) shall not be available to the party seeking any Party whose failure to terminate if any action of such party or the failure of such party to perform fulfill any of its obligations under contained in this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur have occurred on or before prior to the Termination Date and such action or failure to perform constitutes a breach of this Agreementaforesaid date; provided, further, that if the right sole conditions to terminate Closing in Article V that remain unsatisfied (or unwaived) as of the aforesaid date are set forth in any of Sections 5.1(e) (Governmental Approvals), 5.1(f) (Governmental Consents), 5.1(i) (Contemplated Financing), 5.1(k) (Minimum Cash), 5.2(e) (Governmental Approvals), 5.2(f) (Governmental Consents), 5.2(i) (Contemplated Financing, 5.2(k) (Minimum Cash), 5.3(e) (Governmental Approvals), 5.3(i) (Contemplated Financing), or 5.3(k) (Minimum Cash), provided that a binding commitment in respect of the Contemplated Financing obtained by one or more Parties shall be in full force and effect with a term ending no earlier than February 29, 2008, then any Party may, in its sole discretion and upon written notice to the other Parties, extend the aforesaid date to a date no later than February 29, 2008 (and in such event, all references herein to the Termination Date shall be to such date as so extended); provided, further, that after such Termination Date (as so extended) any further extension of the term of this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) require the consent of the Merger Agreementeach Party; (cii) by either Albertson’s or Buyer if there any Applicable Law shall be any Law, regulation enacted or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction become applicable that would make the consummation of makes the transactions contemplated hereby or the consummation of any of the Closing illegal or otherwise prohibited; (diii) any judgment, injunction, order or decree enjoining any Party hereto from consummating the transactions contemplated hereby or the Closing is entered, and such judgment, injunction, order or decree shall become final and nonappealable; (iv) any other Party is in material breach or material default of any covenant contained herein or there are any inaccuracies or misrepresentations in another Party’s representations or warranties herein (disregarding any materiality or “Material Adverse Effect” qualifications contained in any such representation or warranty) which have had, or if not cured prior to the Closing Date would have, in the case of Intel, an Intel Material Adverse Effect, in the case of ST, an ST Material Adverse Effect, or in the case of FP, an FP Material Adverse Effect , as the case may be, and such breach or default, shall not be cured or waived within 20 Business Days after written notice is delivered by any of the non-breaching Parties specifying, in reasonable detail, such claimed material breach or default and demanding its cure or satisfaction; provided that if it is not reasonably practicable to cure such breach or default within 20 Business Days but such breaching Party is using its commercially reasonable efforts to promptly cure, then such Party shall have an additional 10 Business Days to cure the breach; (c) by Albertson’s written notice from ST to the other Parties as follows: (i) if there shall the conditions to the obligations of Intel to close set forth in Sections 5.1(a) (Performance by ST), 5.1(c) (No Violation), 5.1(e) (Governmental Approvals), 5.1(g) (No ST Material Adverse Effect) and 5.1(h) (Audited Financial Statements) hereof have been a material breach satisfied as of any representationDecember 15, warranty2007, covenant or agreement on the part of Buyer contained in this Agreement such that but the condition to the obligation of ST to close set forth in Section 10.03(a5.2(f) would (Governmental Consents) has not be been satisfied and which shall not have been cured prior as of such date; then ST may provide written notice of termination to the earlier of other Parties on December 15, 2007 provided that any such written notice from ST (i) 20 Business Days following notice of such breach shall not be effective until December 31, 2007 and (ii) the Termination Date;shall only become effective on December 31, 2007 if (eA) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition to the obligation of ST to close set forth in Section 10.02(a5.2(f) would (Governmental Consents) has not be been satisfied as of such date and which shall not (B) if the conditions to the obligations of Intel to close set forth in Sections 5.1(a) (Performance by ST), 5.1(c) (No Violation), 5.1(e) (Governmental Approvals), 5.1(g) (No ST Material Adverse Effect) and 5.1(h) (Audited Financial Statements) hereof have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and satisfied on December 31, 2007; (ii) if the Termination DateDate shall have been extended by any Party to February 29, 2008 in accordance with Section 6.1(b)(i), then ST and Intel shall meet prior to January 15, 2008 to discuss the next steps to be pursued by Intel, and unless ST shall have agreed in writing no later than January 15, 2008 to extend the Governmental Consents Termination Date to February 29, 2008, then ST may provide written notice of termination to the other Parties on January 15, 2008, provided that any such written notice from ST (A) shall not be effective until January 31, 2008 and (B) shall only become effective on January 31, 2008 if (1) the condition to the obligation of ST to close set forth in Section 5.2(f) (Governmental Consents) has not been satisfied as of such date and (2) if the conditions to the obligations of Intel to close set forth in Sections 5.1(a) (Performance by ST), 5.1(c) (No Violation), 5.1(e) (Governmental Approvals), 5.1(g) (No ST Material Adverse Effect) and 5.1(h) (Audited Financial Statements) hereof have been satisfied on January 31, 2008; or (fiii) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring Termination Date shall have been extended by any Party to terminate this Agreement pursuant February 29, 2008 in accordance with Section 6.1(b)(i) and the conditions to clauses 12.01(bthe obligations of Intel to close set forth in Sections 5.1(a) (Performance by ST), 5.1(c) (cNo Violation), 5.1(e) (dGovernmental Approvals), 5.1(g) (eNo ST Material Adverse Effect) or and 5.1(h) (fAudited Financial Statements) shall give hereof have been satisfied as of February 29, 2008, but the condition to the obligation of ST to close set forth in Section 5.2(f) (Governmental Consents) has not been satisfied as of such date, then ST may provide written notice of such termination to the other partyParties.

Grounds for Termination. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Contemplated Transactions may be abandoned at any time prior to the Closing DateClosing: (a) 11.1.1 by the mutual written agreement of Albertson’s the Purchaser and Buyerthe Company; 11.1.2 by the Purchaser in the event of a breach of any representation, warranty, covenant or agreement of the Company contained herein shall have occurred that would cause the conditions set out in Sections 10.1 and 10.3 not to be satisfied and has not been cured within 5 days following notice of such breach by the Purchaser to the Shareholder Representative, and such conditions are incapable of being satisfied by the Outside Date as reasonably determined by the Purchaser; provided, however, that there will be no right to terminate if such breach was caused, in whole or in part, by a breach by the Purchaser. For greater certainty, any failure by the Company to satisfy any of the conditions of Closing contained in Section 10.3 will be deemed to be a material breach of a covenant and agreement of this Agreement by the Company provided that the cause of such failure by the Company to satisfy such condition was not the result, in whole or in part, of any breach of this Agreement by the Purchaser; 11.1.3 by the Company in the event of a breach of any representation, warranty, covenant or agreement of the Purchaser or Tilray contained herein, shall have occurred that would cause the conditions set out in Sections 10.1 and 10.2 not to be satisfied and has not been cured within 5 days following notice of such breach by the Shareholder Representative to the Purchaser, and such conditions are incapable of being satisfied by the Outside Date as reasonably determined by the Company; provided, however, that there will be no right to terminate if such breach was caused, in whole or in part, by a breach by the Company. For greater certainty, any failure by the Purchaser to satisfy any of the conditions of Closing contained in Section 10.2 will be deemed to be a material breach of a covenant and agreement of this Agreement by the Purchaser, provided that the cause of such failure the Purchaser to satisfy such condition was not the result, in whole or in part, of any breach of this Agreement by the Company; 11.1.4 by the Purchaser or the Company if any Governmental Authority will have issued a final and non-appealable order, decree or judgment permanently restraining, enjoining or otherwise prohibiting the completion of the Contemplated Transactions or any Governmental Authority (bincluding Health Canada) has refused to provide a consent or approval set out, or required by either Albertson’s the terms of this Agreement to be set out, in Section 5.3 of the Disclosure Schedule; or 11.1.5 provided that the NASDAQ has completed its review of the Contemplated Transactions, by the Purchaser or Buyer the Company if the Closing shall will not have been consummated occurred on or before September 22April 30, 2006 2019 (or such later date as may be agreed to in writing by the Purchaser and the Company) (the “Termination Outside Date”); provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b) shall 11.1.5 will not be available to the party seeking any Party whose failure to terminate if fulfill any action obligation under, or breach of such party or the failure of such party to perform any of its obligations under provision of, this Agreement required to be performed at or prior to the Closing has will have been the cause of, or will have resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Outside Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s PCF and BuyerParent; (b) by either Albertson’s PCF or Buyer Parent, either of whom may act, if the Closing shall not have been consummated on or before September 22, 2006 the date that is ninety (90) days after the date hereof (“Termination Date”); provided provided, however that the right to terminate this Agreement pursuant to under this Section 12.01(b10.01(b) shall not be available to the any party seeking to terminate if any action of such party or the whose failure of such party to perform any of its obligations material obligation under this Agreement required to be performed at or prior to the Closing has been is the cause ofof such delay; (c) by either PCF or Parent, or resulted ineither of whom may act, the failure if there shall be any applicable Law that makes consummation of the Closing to occur on transactions contemplated hereby illegal or before otherwise prohibited or if consummation of the Termination Date and such action transactions contemplated hereby would violate any nonappealable final order, decree or failure to perform constitutes a breach judgment of this Agreementany Governmental Authority having competent jurisdiction; provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 12.01(b10.01(c) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) any party whose breach of any provision of this Agreement causes or results in the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final imposition of such order, decree or judgment or the failure of any court such order, decree or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal judgment to be resisted, resolved or otherwise prohibitedlifted, as applicable; (d) by Albertson’s PCF, if there shall have been a material breach of either (i) Parent, Merger Sub or Acquisition Sub fails to perform any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement when performance thereof is due such that the condition set forth in Section 10.03(a9.03(b) would not be satisfied and which shall does not have been cured prior to cure the earlier of failure within twenty (i20) 20 Business Days following days after PCF delivers written notice of such breach and thereof, or (ii) Parent, Merger Sub or Acquisition Sub materially breaches a representation or warranty set forth in Article VI such that the Termination Datecondition in Section 9.03(a) would not be satisfied and does not cure the breach within twenty (20) days after PCF delivers written notice thereof; (e) by Buyer Parent, if there shall have been a material breach of either (i) PCF or the Company fails to perform any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement when performance thereof is due such that the condition set forth in Section 10.02(a9.02(b) would not be satisfied and which shall does not have been cured prior to cure the earlier of failure within twenty (i20) 20 Business Days following days after Parent delivers written notice of such breach and thereof, or (ii) PCF or the Termination DateCompany materially breaches a representation or warranty set forth in Article IV or Article V such that the condition in Section 9.02(a) would not be satisfied and does not cure the breach within twenty (20) days after the Parent delivers written notice thereof; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) this Article X shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Escrow Deposit Date: (a) by the mutual written agreement of Albertson’s the Buyer and Buyerthe Seller; (b) by either Albertson’s or the Buyer if any of the Closing shall conditions in section 7.1 has not have been consummated on satisfied as of the Escrow Deposit Date or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action satisfaction of such party a condition is or becomes impossible (other than through the failure of such party the Buyer to perform any of comply with its obligations under this Agreement required to be performed at Agreement) and the Buyer has not waived such condition on or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger AgreementEscrow Deposit Date; (c) by either Albertson’s or Buyer the Seller, if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal conditions in section 7.2 has not been satisfied as of the Escrow Deposit Date or otherwise prohibitedif satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller to comply with their respective obligations under this Agreement) and the Seller have not waived such condition on or prior to the Escrow Deposit Date; (d) by Albertson’s if there shall have been a material breach of any representationthe Buyer if, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier Closing Time, there occurs any destruction or damage by fire or other cause or hazard to any material amount of (i) 20 the Assets or to any Assets material to the Business, or if any material amount of the Assets or any Assets material to the Business Days following or any part of them are expropriated or forcefully taken by any Governmental Authority or if notice of such breach and (ii) intention to expropriate a part of any Assets material to the Termination DateBusiness has been filed in accordance with Applicable Law; (e) by either the Buyer or the Seller if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained Closing in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which escrow shall not have been cured occurred on or prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination DateMarch 30, 2012; or (f) by Albertson’s or the Buyer if as a result of its continuing access and investigations, the Merger Agreement is terminated. The party desiring to terminate Buyer shall ascertain that a representation and warranty or covenant of the Seller contained in this Agreement shall be untrue as of Closing in escrow on the Escrow Deposit Date or shall not be complied with as of Closing in escrow on the Escrow Deposit Date. For greater certainty and without limitation, this Agreement shall also be subject to termination as provided in the Escrow Agreement. However, once the Closing Documents as contemplated therein are deposited in escrow pursuant to clauses 12.01(b)the Escrow Agreement, (c), (d), (e) or (f) the only grounds for termination of this Agreement shall give notice of such termination to be as set forth in the other partyEscrow Agreement.

Grounds for Termination. This Agreement may be terminated and the Contemplated Transactions may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of Albertson’s Sellers and Buyer; (b) by either Albertson’s or Buyer if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”); provided that Buyer is not at the right time of such election to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if in breach in any action material respect of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementhereunder; (c) by either Albertson’s Sellers if the Closing has not occurred on or Buyer if there shall be prior to the Termination Date; provided that no Seller is at the time of such election to terminate in breach in any Law, regulation or nonappealable final order, decree or judgment material respect of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedits obligations hereunder; (d) by Albertson’s Buyer if there shall have has been a material breach by any Seller of any representation, warranty, covenant or agreement on set forth herein and the part effect of Buyer contained in this Agreement such that breach would be to cause the condition conditions to Buyer’s obligation to consummate the Closing set forth in Section 10.03(a) would 6.01 or Section 6.02 not to be satisfied capable of being satisfied, and which shall such breach is not have been cured prior to the earlier or is not reasonably capable of (i) 20 Business Days following being cured within 30 days of receiving written notice of such breach or alleged breach from Buyer, it being understood and (iiagreed that this Agreement may not be terminated pursuant to this Section 7.01(d) the Termination Dateduring such 30-day period or following such 30-day period if such breach is cured during such 30-day period; (e) by Buyer Sellers if there shall have has been a material breach by Buyer of any representation, warranty, covenant or agreement on set forth herein and the part effect of any Seller contained in this Agreement such that breach would be to cause the condition conditions to Sellers’ obligation to consummate the Closing set forth in Section 10.02(a) would 6.01 or Section 6.03 not to be satisfied capable of being satisfied, and which shall such breach is not have been cured prior to the earlier or is not reasonably capable of (i) 20 Business Days following being cured within 30 days of receiving written notice of such breach or alleged breach from Sellers, it being understood and (iiagreed that this Agreement may not be terminated pursuant to this Section 7.01(e) the Termination Date; orduring such 30-day period or following such 30-day period if such breach is cured during such 30-day period; (f) by Albertson’s either Party if there shall be in effect a final, non-appealable Order of a Governmental Authority of competent jurisdiction restraining, enjoining or Buyer if otherwise prohibiting the Merger Agreement consummation of the Contemplated Transactions; it being agreed that the Parties shall promptly appeal any adverse determination that is terminated. The party desiring appealable (and pursue such appeal with reasonable diligence); provided, however, that the right to terminate this Agreement under this Section 7.01(f) shall not be available to a Party if such Order was primarily due to the failure of such Party to perform any of its obligations under this Agreement; or (g) by Sellers if (i) the Buyer Stockholder Approval is not obtained at the Buyer Stockholders Meeting (including any adjournment thereof pursuant to clauses 12.01(bSection 5.05(b), (c), (d), (e) or (fii) shall give notice after the date the Buyer Stockholder Redemptions have been consummated if the Buyer Stockholder Redemptions result in Available Cash of such termination immediately prior to the other partyClosing being less than the Minimum Cash Amount.

Grounds for Termination. This The Parties may terminate this Agreement may be terminated at any time prior to before the Closing Dateas follows: (ai) by mutual written agreement consent of Albertson’s Seller and Buyer; (bii) by either Albertson’s Buyer, on the one hand, or Buyer the Seller, on the other hand, if the Closing shall not have been consummated on or before September 22July 28, 2006 2015 (the “Termination Date”); provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b8.03(a)(ii) shall not be available to the party seeking any Party whose failure to terminate if fulfill any action of such party or the failure of such party to perform any of its obligations obligation under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger AgreementDate; (ciii) by either Albertson’s Buyer, on the one hand, or Buyer the Seller, on the other hand, if there a Governmental Authority shall be have issued an Order or taken any Lawother action, regulation in any case having the effect of permanently restraining, enjoining or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of otherwise prohibiting the transactions contemplated hereby illegal or otherwise prohibitedby this Agreement, and such Order shall have become final and nonappealable; (div) by Albertson’s either Buyer, on the one hand, or the Seller, on the other hand, if the Buyer Shareholder Approval shall not have been obtained at the Buyer Shareholder Meeting or any adjournments or postponements thereof; (v) by Buyer (if it is not in breach of its representations, warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Section 8.01(a) not to be satisfied), upon written notice to the Seller, if there shall have has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement on the part of Buyer Seller contained in this Agreement such that Agreement, which violation, breach or inaccuracy would cause any of the condition conditions set forth in Section 10.03(a8.02(a) would not to be satisfied satisfied, and which shall such violation, breach or inaccuracy has not have been waived by Buyer or cured by the Seller, within ten (10) Business Days after receipt by the Seller of written notice thereof from Buyer or is not capable of being cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (fvi) by Albertson’s the Seller (if it is not in breach of its representations, warranties, covenants or Buyer if the Merger Agreement is terminated. The party desiring to terminate agreements under this Agreement pursuant so as to clauses 12.01(bcause any of the conditions set forth in Section 8.02(a) not to be satisfied), upon written notice to Buyer, if there has been a violation, breach or inaccuracy of any representation, warranty, agreement or covenant of Buyer contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 8.01(a) not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Seller or cured by Buyer within ten (c), (d), (e10) Business Days after receipt by Buyer of written notice thereof from the Seller or (f) shall give notice is not capable of such termination being cured prior to the other partyTermination Date.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Buyer and BuyerSeller; (b) by either Albertson’s Seller or Buyer if the Closing transactions contemplated by this Agreement shall not have been consummated on or before September 22April 30, 2006 2021 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(bclause (b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised any party whose breach of its termination right obligations under Section 8.1(c) this Agreement has been the primary cause of, or primarily resulted in, the failure of the Merger Agreementsuch transactions to be consummated by such date; (c) by either Albertson’s Seller or Buyer Buyer, if (i) there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction applicable law that would make makes the consummation of the transactions contemplated hereby illegal illegal, or (ii) any order shall have been issued by any governmental authority having competent jurisdiction permanently restraining, enjoining or otherwise prohibitedprohibiting such transactions, and such order shall have become final and nonappealable; (d) by Albertson’s Buyer if there shall have been a Buyer is not then in material breach of any representationprovision of this Agreement and either (i) there has been a breach of, warrantyor inaccuracy in, any representation or warranty of Seller contained in this Agreement or (ii) Seller has breached or violated any covenant contained in this Agreement, in each case which breach, inaccuracy or agreement on violation (1) would reasonably be expected to result in the part failure to satisfy a condition to Closing set forth herein and (2) cannot be or has not been cured by the date which is twenty (20) days after Buyer notifies Seller pursuant to Section 9.02 of such breach, inaccuracy or violation; or (e) by Seller if Seller is not then in material breach of any provision of this Agreement and either (i) there has been a breach of, or inaccuracy in, any representation or warranty of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and or (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of has breached or violated any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that Agreement, in each case which breach, inaccuracy or violation (1) would or would reasonably be expected to result in the failure to satisfy a condition to Closing set forth in Section 10.02(aherein and (2) would cannot be satisfied and which shall or has not have been cured prior by the date which is twenty (20) days after Seller notifies Buyer pursuant to the earlier of (i) 20 Business Days following notice Section 9.02 of such breach and (ii) the Termination Date; or (f) by Albertson’s breach, accuracy or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyviolation.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateFirst Closing: (a) by mutual written agreement of Albertson’s the Company, Sellers and Buyerthe Investors; (b) by either Albertson’s the Company, any Seller or Buyer any Investor if the First Closing shall not have been consummated on or before September 22December 31, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement2015; (c) by either Albertson’s the Company, any Seller or Buyer any Investor if there shall be any Law, regulation Applicable Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s any Investor, if there shall have been a material breach of any representation, warranty, covenant representation or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior warranty or failure to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of perform any representation, warranty, covenant or agreement on the part of any Seller contained Warrantor or Other Shareholder set forth in this Agreement such or any other Transaction Documents shall have occurred that would cause any of the condition conditions set forth in Section 10.02(a) would ‎Section 8.01 or ‎Section 8.02 not to be satisfied and which shall is incapable of being cured by any Warrantor or, if capable of being cured by any Warrantor or Other Shareholder, such Warrantor or Other Shareholder does not have been cured prior to the earlier of (i) 20 Business Days following notice of cure such breach and (ii) or failure within 10 days after its receipt of written notice thereof from the Termination DateInvestor; or (fe) by Albertson’s the Company or Buyer any Seller, if a breach of any representation or warranty or failure to perform any covenant or agreement on the Merger part of the Investor set forth in this Agreement or any other Transaction Documents shall have occurred that would cause any of the conditions set forth in ‎Section 8.04 or ‎Section 8.05 not to be satisfied and is terminatedincapable of being cured by the Investor or, if capable of being cured by the Investor, the Investor does not cure such breach or failure within 10 days after its receipt of written notice thereof from the Company. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e‎Section 10.01(b) or (fto ‎Section 10.01‎(e) shall give notice of such termination to the other partyparties.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s Seller and BuyerPurchaser; (b) by either Albertson’s Purchaser by written notice thereof to Seller if any of the conditions set forth in SECTION 9.1 hereof shall have become incapable of fulfillment by or Buyer if before the Closing Date, and shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementwaived by Purchaser; (c) by either Albertson’s Seller by written notice thereof to Purchaser if any of the conditions set forth in SECTION 9.2 hereof shall have become incapable of fulfillment by or Buyer before the Closing Date, and shall not have been waived by Seller; (d) by Purchaser, as set forth in SECTIONS 7.4, 7.11, 7.12 and 7.15 hereof; (e) by Purchaser or Seller, as set forth in SECTION 7.6 hereof; (f) by Seller or Purchaser by written notice thereof to the other if there the transactions contemplated hereby shall be not have been consummated by August 31, 1997 (or such later date as shall apply pursuant to SECTION 3.3(b) hereof), or such other date as Seller and Purchaser shall agree upon in writing; or (g) by Seller or Purchaser by written notice thereof to the other if the consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make enjoining, restraining or otherwise preventing, or awarding substantial damages in connection with, or imposing a material adverse condition upon, the consummation of this Agreement or the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyhereby.

Grounds for Termination. This Agreement may be terminated at any ------------------------ time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Sellers and BuyerPurchaser; (b) by either Albertson’s (i) the Purchaser or Buyer (ii) Sellers, if the Closing shall not have been consummated on or before September 2215, 2006 (the “Termination Date”)1999; provided that the right to terminate this Agreement pursuant to under this Section 12.01(bSubsection 8.1(a) shall not be available to the any party seeking to terminate if any action of such party whose failure or the whose Affiliate's failure of such party to perform any of its obligations material covenant or obligation under this Agreement required to be performed at or prior to the Closing has been is the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementdelay; (c) by either Albertson’s (i) the Purchaser or Buyer (ii) Sellers, if there shall be any Law, law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s if there shall have been a material the Purchaser, provided the Purchaser is not then in breach of any representationof its obligations hereunder, warranty, if either (i) Sellers fail to perform any covenant or agreement on the part of Buyer contained in this Agreement such that when performance thereof is due and does not cure the failure within 20 business days after the Purchaser delivers written notice thereof, or (ii) any other condition set forth in Section 10.03(a) would 6.1 or Section 6.2 has not be been satisfied and which shall is not have been cured capable of being satisfied prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date;date specified in Section 8.1(b); or (e) by Buyer if there shall have been a material Sellers, provided that Sellers are not then in breach of any representationof their obligations hereunder, warranty, if (i) the Purchaser fails to perform any covenant or agreement on the part of any Seller contained in this Agreement such that when performance thereof is due and does not cure the failure within 20 business days after notice by Sellers thereof, or (ii) any condition set forth in Section 10.02(a) would 6.1 or Section 6.3 has not be been satisfied and which shall is not have been cured capable of being satisfied prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminateddate specified in Section 8.1(b). The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) this Section 8.1 shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date, either before or after the meetings of the shareholders of Xxxxx or Premier: (a) by By mutual written agreement consent in writing of Albertson’s Xxxxx and Buyer;Premier; or (b) By Xxxxx by either Albertson’s or Buyer giving written notice thereof to Premier if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this i) a Material Adverse Effect (as defined in Section 12.01(b6(l) shall not be available to have occurred in the party seeking to terminate if financial condition, results of operations or business of Premier or any action of such party or Premier Bank since the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, furtheror (ii) Premier has in any material respect breached any covenant, that the right to terminate undertaking, representation or warranty contained in this Agreement pursuant to this Section 12.01(band such breach has not been cured within thirty (30) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) days after the giving of the Merger Agreement;such notice; or (c) By Premier by giving written notice thereof to Xxxxx if (i) a Material Adverse Effect (as defined in Section 6(l) shall have occurred in the financial condition, results of operations or business of Xxxxx or any Xxxxx Surviving Bank since the date of this Agreement or (ii) Xxxxx has breached any covenant, undertaking, representation or warranty contained in this Agreement and such breach has not been cured within thirty (30) days after the giving of such notice; or (d) By either AlbertsonXxxxx or Premier upon written notice to the other if any regulatory agency whose approval of the transactions contemplated by this Agreement is required denies such application for approval by final order or ruling (which order or ruling shall not be considered final until expiration or waiver of all periods for review or appeal); or (e) By either Xxxxx or Premier upon written notice to the other if any condition precedent to either party’s performance hereunder is not satisfied or Buyer fulfilled; or (f) By either Xxxxx or Premier if there the Merger shall be violate any Law, regulation or nonappealable non-appealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datejurisdiction; or (fg) by Albertson’s By either Xxxxx or Buyer Premier upon the bankruptcy, insolvency or assignment for the benefit of creditors of Xxxxx or of either of the Xxxxx Subsidiary Banks, Premier or of any of the Premier State Banks; or (h) By either Xxxxx or Premier, if the shareholders of Xxxxx shall fail to approve the Merger Agreement is terminated. The party desiring by the vote required under the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws of Xxxxx; or (i) By either Xxxxx or Premier, if the shareholders of Premier shall fail to terminate this Agreement pursuant to clauses 12.01(bapprove the Merger by the vote required under the Kentucky Business Corporation Act or NASDAQ Rule 4350(i)(1)(C); or (j) By either Xxxxx or Premier, if the Closing does not occur on or before June 30, 2009 unless extended by mutual agreement in writing; or (c)k) By Premier, (d), (e) or (f) shall give notice if the issuance of such termination at least $24,000,000 of Premier Preferred Stock and attendant warrants for Premier Common Stock to the other partyU.S. Treasury has not occurred. (l) By Premier if Xxxxx National is not in substantial compliance with the provisions of the written Agreement by and between Xxxxx National and The Comptroller of the Currency dated October 1, 2008, including, without limitation, the provisions of Article IV and Article XII thereof.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written agreement of Albertson’s BioScrip and BuyerParent; (b) by either Albertson’s BioScrip or Buyer Parent if the Closing shall not have been consummated on or before September 22May 5, 2006 2012 as such date may be extended pursuant to the terms of the Access Agreement (the “Termination Date”); provided that, if there is a delay in receipt of HSR Clearance, any party may extend the Termination Date to provide a reasonable period of time to obtain the HSR Clearance; provided, further, that the right to terminate this Agreement or extend the Termination Date pursuant to this Section 12.01(b11.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s BioScrip or Buyer Parent if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s BioScrip if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer the Buyers contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a9.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (fe) by Albertson’s Parent if there shall have been a material breach of any representation, warranty, covenant or Buyer if agreement on the Merger part of any Selling Party contained in this Agreement is terminatedsuch that the condition set forth in Section 9.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date. The party desiring to terminate this Agreement pursuant to clauses 12.01(bSections 11.01(b), (c), (d), or (e) or (f) shall give notice of such termination to the other partyparties.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (a) by mutual written either the Buyer or the Sellers (provided that the terminating Party is not then in breach of any representation, warranty, covenant or other agreement of Albertson’s and Buyer; (bcontained herein in a manner that the conditions to Closing set forth in Section 7.1(a), Section 7.1(b), Section 7.1(c), Section 7.1(g), Section 7.2(a) by either Albertson’s or Buyer Section 7.2(b), as applicable, would not been satisfied) if the Closing shall not have been consummated on or before September 22, 2006 occurred within 18 months after the date of this Agreement (the “Termination Outside Date”); provided provided, that (i) if on the Outside Date all the Permits required in order to satisfy the conditions set forth in Section 7.1(e) and Section 7.2(d) have not been obtained and such Permits are being diligently pursued by the appropriate Party, and all of the other conditions to Closing contained in Article VII have been fulfilled or are capable of being fulfilled, then, at the option of the either the Buyer or the Sellers (which shall be exercised in the sole discretion of the Buyer or the Sellers, as applicable, by written notice any time before termination of this Agreement), the Outside Date shall automatically be extended for an additional six-month period; and thereafter, only upon mutual agreement of the Parties; and (ii) neither the Buyer nor the Sellers shall have the right to terminate this Agreement pursuant to this Section 12.01(b8.1(a) shall not be available if all of the conditions set forth in Section 7.1 with respect to the party seeking Buyer or Section 7.2 with respect to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required Sellers, have been satisfied (other than those conditions that by their nature are to be performed satisfied by actions taken at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger AgreementClosing); (cb) by either Albertson’s or the Buyer if there (i) the Sellers shall be have breached any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal covenants or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer agreements contained in this Agreement to be complied with by the Sellers such that the condition Closing conditions set forth in Section 10.03(a7.1(b), Section 7.1(c) or Section 7.1(g) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Buyer and BuyerSeller; (b) by either Albertson’s Seller or Buyer if the Closing transactions contemplated by this Agreement shall not have been consummated on or before September 22August 31, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement2021; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(bclause (b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised any party whose breach of its termination right obligations under Section 8.1(c) this Agreement has been the primary cause of, or primarily resulted in, the failure of the Merger Agreementsuch transactions to be consummated by such date; (c) by either Albertson’s Seller or Buyer Buyer, if (i) there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction applicable law that would make makes the consummation of the transactions contemplated hereby illegal illegal, or (ii) any order shall have been issued by any governmental authority having competent jurisdiction permanently restraining, enjoining or otherwise prohibitedprohibiting such transactions, and such order shall have become final and non-appealable; (d) by Albertson’s Buyer if there shall have been a Buyer is not then in material breach of any representationprovision of this Agreement and (i) there has been a breach of, warrantyor inaccuracy in, any representation or warranty of Seller contained in this Agreement, or (ii) Seller has breached or violated any covenant contained in this Agreement, in each case of clauses (i) and (ii), which breach, inaccuracy or agreement on violation (1) would reasonably be expected to result in the part failure to satisfy a condition to Closing set forth herein and (2) cannot be or has not been cured by the date which is twenty (20) days after Buyer notifies Seller pursuant to Section 9.02 of such breach, inaccuracy or violation; (e) by Seller if Seller is not then in material breach of any provision of this Agreement and either (i) there has been a breach of, or inaccuracy in, any representation or warranty of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and or (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of has breached or violated any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that Agreement, in each case which breach, inaccuracy or violation (1) would or would reasonably be expected to result in the failure to satisfy a condition to Closing set forth in Section 10.02(aherein and (2) would cannot be satisfied and which shall or has not have been cured prior by the date which is twenty (20) days after Seller notifies Buyer pursuant to the earlier of (i) 20 Business Days following notice Section 9.02 of such breach and (ii) the Termination Date; orbreach, accuracy or violation. (f) by Albertson’s or Buyer if the Merger If this Agreement is terminated. The terminated (i) by either party desiring to terminate this Agreement pursuant to clauses 12.01(bSection 8.01(b) because (A) the CCC has issued a rejection of the License, (B) the CCC has issued a rejection of the COCR, or (C) the CCC has failed to act on the COCR request by August 31, 2021, or (ii) by Buyer pursuant to Section 8.01(d), Seller shall return the Signing Payment to Buyer within five (c), (d), (e5) or (f) shall give notice days of the effectiveness of such termination to the other partytermination.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Alpha Natural Resources and Buyer; (b) by either Albertson’s Alpha Natural Resources or Buyer if the Closing shall not have been consummated on or before September 22July 31, 2006 2016 (the “Termination End Date”); provided provided, however, that at the right time of such termination, the Party seeking to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any in material breach of its obligations under or any representation or warranty made in, this Agreement required Agreement, such that any condition to Closing of the other Party would not be performed at or prior satisfied, including such first Party’s obligation to consummate the Closing on the terms and subject to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementconditions set forth herein; (c) by either Albertson’s Alpha Natural Resources or Buyer if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s Alpha Natural Resources if there shall have been (i) a material breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement on the part of Buyer contained set forth in this Agreement such shall have occurred that would cause any of the condition conditions set forth in Section 10.03(a) would ‎Section 10.01 or ‎10.03 not to be satisfied and which shall (i) such condition is incapable of being cured or, if curable, is not have been cured prior to by Buyer by the earlier of (iA) 20 within 10 Business Days following after the giving of written notice of such breach or failure and (iiA) the Termination End Date; provided, that at the time of such termination, the Sellers shall not be in material breach of its obligations under this Agreement; (e) by Buyer if there shall have been (i) a material breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement on the part of any Seller contained the Sellers or ReorgCo set forth in this Agreement such shall have occurred that would cause any of the condition conditions set forth in Section 10.02(a) would ‎Section 10.01 or ‎10.02 not to be satisfied and which shall (i) such condition is incapable of being cured or, if curable, is not have been cured prior to by the Sellers by the earlier of (iA) 20 within ten (10) Business Days following after the giving of written notice of such breach or failure and (iiA) the Termination End Date; orprovided, that at the time of such termination, Buyer shall not be in material breach of its obligations under this Agreement; (f) by Albertson’s or Buyer if Seller or any of its Affiliates shall have taken any steps in furtherance of an Alternative Transaction; (g) by Buyer upon the Merger appointment of a trustee or other examiner (except a fee examiner) pursuant to Section 1104 of the Bankruptcy Code; (h) by Buyer upon (x) the failure to obtain entry of the Confirmation Order (subject to the Bankruptcy Court’s availability) on or before July 12, 2016 or (y) any declaration of a Default under the DIP Credit Agreement that is terminatednot waived, cured or determined by the Bankruptcy Court not to be an Event of Default (as defined in the DIP Credit Agreement); (i) by Buyer or Alpha Natural Resources upon the dismissal of the Bankruptcy Case or the conversion of the Bankruptcy Case into a case under chapter 7 of the Bankruptcy Code; (j) by Buyer or Alpha Natural Resources upon the permanent denial of any approval required under ‎Section 10.01(a); (k) by Buyer or Alpha Natural Resources if an order is entered by any Governmental Authority with jurisdiction over the subject matter holding that Buyer may not, pursuant to section 363(k) of the Bankruptcy Code, credit bid on account of the Diminution Claim as contemplated by the Pre-Closing Restructuring Steps or otherwise effect the Credit Release; (l) by Buyer or Alpha Natural Resources if a court of competent jurisdiction or other Governmental Authority has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Closing and such order or action has become final and non-appealable. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) ‎Section 11.01 shall give notice of such termination to the other partyParties.

Grounds for Termination. This The Parties may terminate this Agreement may be terminated at any time prior to the Closing Dateas provided below: (a) the Parties may terminate this Agreement by mutual written agreement of Albertson’s and Buyerconsent; (b) the Purchaser may terminate this Agreement by either Albertson’s giving written notice to the Seller in the event the Seller is in breach of any representation, warranty or Buyer covenant contained in this Agreement, and such breach (i) individually or in combination with any other such breach, would cause the conditions set forth in clauses (a) or (b) of Section 8.2 not to be satisfied and (ii) is not cured within 20 days following delivery by the Purchaser to the Seller of written notice of such breach; (c) the Seller may terminate this Agreement by giving written notice to the Purchaser in the event the Purchaser is in breach of any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other such breach, would cause the conditions set forth in clauses (a) or (b) of Section 8.3 not to be satisfied and (ii) is not cured within 20 days following delivery by the Seller to the Purchaser of written notice of such breach; (d) the Purchaser may terminate this Agreement by giving written notice to the Seller if the Closing shall not have been consummated occurred on or before September 22March 15, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action by reason of such party or the failure of such party to perform any of its obligations condition precedent under this Agreement required to be performed at Section 8.1 or prior to the Closing has been the cause of, or resulted in, 8.3 (unless the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes results primarily from a breach of this Agreement; provided, further, that by the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach Purchaser of any representation, warranty, warranty or covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date;Agreement); or (e) the Seller may terminate this Agreement by Buyer giving written notice to the Purchaser if there the Closing shall not have been occurred on or before March 15, 2006 by reason of the failure of any condition precedent under Section 8.1 or 8.2 (unless the failure results primarily from a material breach by the Seller of any representation, warranty, warranty or covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedAgreement). The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), b) through (e) or (f) shall give notice of such termination to the other partyparties.

Grounds for Termination. This Agreement may be terminated ----------------------- at any time prior to the Closing DateClosing: (a) by the mutual written agreement of Albertson’s Seller, the Shareholders and Buyer; (b) if any court of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such order, decree, ruling or other action shall have become final and nonappealable, by either Albertson’s Buyer or Buyer if Seller by the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right delivery of written notice to terminate this Agreement pursuant to this Section 12.01(b) shall not be available such effect to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementother party; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibiteda Seller Material Adverse Change occurs; (d) by Albertson’s either party (meaning Seller and the Shareholders on the one hand and Buyer on the other hand) if there shall any of the representations and warranties made by the other party in this Agreement were materially false or misleading as of the date given or as of the Closing Date, and these false or misleading representations or warranties have not been a material breach waived by the party giving notice of termination; (e) by either party (meaning Seller and the Shareholders on the one hand and Buyer on the other hand) if any representation, warranty, covenant or agreement of the other party shall not have been materially complied with or performed and this noncompliance or nonperformance shall not have been waived by the party giving notice of termination; (f) by either party (meaning Seller and the Shareholders on the part one hand and Buyer on the other hand) if any condition of Buyer contained such party set forth in this Agreement is not satisfied as of December 31, 1998 and such condition has not been waived by the party giving notice of termination; or (g) by any party if the Closing has not occurred by October 31, 1998 ("Final Closing Date"); provided that if Buyer delivers to Seller, on or before October 10, 1998 and November 10, 1998, respectively, a letter or letters stating that Buyer in good faith is seeking to satisfy the condition set forth in Section 10.03(a) would 8.4 or otherwise finance the transactions covered by this Agreement, the Final Closing Date shall be extended to November 30, 1998 and December 31, 1998, respectively. In no event shall the Final Closing Date be extended beyond December 31, 1998 without the prior written consent of the parties to this Agreement.. Notwithstanding the foregoing, a party shall not be satisfied and which shall not have been cured prior allowed to the earlier exercise any right of termination (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (dSections 10.1(d), (e) or (f) unless such party shall give first have given the other party written notice of the misrepresentation, noncompliance, nonperformance or nonsatisfaction and the other party shall not have cured same within 30 days, or (ii) pursuant to any provision of this Section 10.1 if (A) the event giving rise to such termination right shall be due to the other failure of such party to perform or observe in any material respect any of the covenants, agreements or conditions set forth herein to be performed or observed by such party, or (B) such party is then in material breach of this Agreement.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Seller and Buyer; (b) by either Albertson’s Seller or Buyer if the Closing shall not have been consummated on or before September 22, 2006 the nine-month anniversary of the date hereof (unless the “Termination Date”); provided that failure to consummate the right Closing by such date shall be due to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the failure of the party seeking to terminate if any action of such party or the failure of such party this Agreement to perform have fulfilled any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement); (c) by either Albertson’s Seller or Buyer if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s Buyer if there shall have any of the representations or warranties of Seller contained in this Agreement are inaccurate or untrue to the extent that any such inaccuracy or untruth would cause the failure of the condition set forth in Section 10.02(a)(ii) or if Seller has failed to discharge and fulfill any of its covenants or agreements contained in this Agreement to the extent that any such failure would cause the failure of the condition set forth in Section 10.02(a)(i), and, if such inaccuracy or failure is capable of being cured, such inaccuracy or failure has not been a material breach cured within 30 days after written notice of such failure, inaccuracy or untruth has been given to Seller; or (e) by Seller if any representation, warranty, covenant of the representations or agreement on the part warranties of Buyer contained in this Agreement are inaccurate or untrue to the extent that any such that inaccuracy or untruth would cause the failure of the condition set forth in Section 10.03(a10.03(a)(ii) would not be satisfied or if Buyer has failed to discharge and which shall not have been cured prior to the earlier fulfill any of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant its covenants or agreement on the part of any Seller agreements contained in this Agreement to the extent that any such that failure would cause the failure of the condition set forth in Section 10.02(a) would 10.03(a)(i), and, if such inaccuracy or failure is capable of being cured, such inaccuracy or failure has not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following within 30 days after written notice of such breach and (ii) the Termination Date; or (f) by Albertson’s failure, inaccuracy or Buyer if the Merger Agreement is terminateduntruth has been given to Buyer. The party desiring to terminate this Agreement pursuant to clauses Sections 12.01(b), (c), (d), ) – (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Sohu and Buyer; (b) by either Albertson’s Sohu or Buyer if the Closing shall has not have been consummated on or before September 22March 29, 2006 2021 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 12.01(b8.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material party whose breach of any representation, warranty, covenant or agreement on the part of Buyer contained set forth in this Agreement such that has been the condition set forth in Section 10.03(a) would primary cause of, or primarily resulted in, the Closing not be satisfied and which shall not have been cured occurring on or prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (ec) by either Sohu or Buyer if any Governmental Authority has enacted, issued, promulgated, enforced or entered any final and non-appealable Order which has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(c) shall not be available to any party whose failure to comply with any provision of this Agreement has been the primary cause of, or primarily resulted in, such Order; (d) by Buyer if there shall have been a material breach or failure of any representation, warranty, agreement or covenant or agreement on of the part of any Seller contained Parties set forth in this Agreement such that has occurred, would give rise to the failure of a condition set forth in Section 10.02(a) 6.01 or Section 6.02 and as a result of such breach or failure, such condition would not be capable of being satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or provided, however, that, Buyer if shall not have the Merger Agreement is terminated. The party desiring right to terminate this Agreement pursuant to clauses 12.01(b)this Section 8.01(d) if Buyer is then in material breach of any representations, (c), (d), warranties or covenants hereunder; or (e) by Sohu if a breach or (f) shall failure of any representation, warranty, agreement or covenant of Buyer set forth in this Agreement has occurred, which breach or failure would give notice rise to the failure of a condition set forth in Section 6.01 or Section 6.03 and as a result of such termination breach or failure, such condition would not be capable of being satisfied prior to the other partyTermination Date; provided, however, that, Sohu shall not have the right to terminate this Agreement pursuant to this Section 8.01(e) if either Seller Party is then in material breach of any representations, warranties or covenants hereunder.

Grounds for Termination. This Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated in any of the following ways at any time prior to before the Closing DateDate only as follows: (a) by By mutual written agreement consent of Albertson’s Sellers and Buyer;Purchaser. (b) by either Albertson’s or Buyer if By the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate Purchaser if any action Seller has (i) misstated any material representation or been in breach of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date material warranty contained herein and such action misrepresentation or failure to perform constitutes a warranty breach has not been cured within 5 days after notice from the Purchaser or (ii) been in breach of this Agreement; providedany material covenant, further, that undertaking or restriction contained herein and such breach has not been cured within 5 days after notice from the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;Purchaser. (c) by either Albertson’s By the Sellers if Purchaser has (i) misstated any material representation or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment been in breach of any court material warranty contained herein and such misrepresentation or governmental body having competent jurisdiction that would make warranty breach has not been cured within 5 days after notice from the consummation Sellers or (ii) been in breach of any material covenant, undertaking or restriction contained herein and such breach has not been cured within 5 days after notice from the transactions contemplated hereby illegal or otherwise prohibited;Sellers. (d) By a Party, if a condition to Closing applicable to it hereunder has not been satisfied by Albertson’s if there shall have been a material breach of any representation, warranty, covenant the Closing Date (or agreement on the part of Buyer contained such earlier date as specified herein) or waived in this Agreement such writing by that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date;Party. (e) By Sellers or Purchaser if the Approval Order has not been obtained by Buyer if there shall have been a material breach of any representationSeptember 30, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or1999. (f) By Purchaser if FINOVA Consent has not been obtained by Albertson’s August 6, 1999. (g) By Sellers or Buyer Purchaser if the Merger Agreement is terminated. The party desiring FCC Approval has not been obtained by February 15, 2000, unless otherwise agreed to in a writing signed by the Parties. (h) By Sellers or Purchaser if the Closing has not occurred by February 28, 2000, but a Party cannot terminate this Agreement pursuant under this Section 5.1(h) if that Party's material breach prevented the Closing. (i) By Purchaser if (i) a trustee or examiner under chapter 7 or chapter 11 of the Bankruptcy Code is appointed for either of the Debtors or (ii) LLC II becomes subject to clauses 12.01(b)a case under the Bankruptcy Code. (j) By Purchaser if the Bankruptcy Court does not enter a Procedure Order which approves the amount of the Breakup Fee in accordance with Section 6.1. (k) Automatically, if (a) the STA is terminated prior to Closing; (b) FCC Approval is denied; (c), ) the Management Agreement is terminated prior to Closing; or (d) Sellers accept a Superior Bid (as defined below). (l) Notwithstanding the provisions of this Section 5.1, (e) or (f) shall give notice Purchaser may not terminate this Agreement based on a non-willful breach of such termination to the other partyrepresentations and warranties set forth in Sections 6.1, 6.2, and 6.3 of the Management Agreement concerning any Other Midwest Transmitter Site.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Baker Hughes and BuyerPartner; (b) by either Albertson’s Baker Hughes or Buyer Partner if the Closing shall not have been consummated on or before September 22August 29, 2006 2017 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s Baker Hughes or Buyer Partner if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s Partner if there shall have been a material is any breach of any representation, warranty, covenant or agreement on the part of Buyer contained Baker Hughes set forth in this Agreement Agreement, such that the condition set forth conditions specified in Section 10.03(a) 10.02 would not be satisfied and which shall not have been cured prior at the Closing (a “Terminating BH Breach”), except that, if such Terminating BH Breach is curable by Baker Hughes through the exercise of its reasonable best efforts, then, for a period of up to the earlier 30 days after receipt by Baker Hughes of (i) 20 Business Days following notice from Partner of such breach (the “BH Cure Period”) such termination shall not be effective and (ii) the Termination Date;Date shall be automatically extended until the first Business Day following the end of the BH Cure Period, and such termination shall become effective only if the Terminating BH Breach is not cured within the BH Cure Period; or (e) by Buyer Baker Hughes if (i) there shall have been a material is any breach of any representation, warranty, covenant or agreement on the part of any Seller contained Partner or Investor JV set forth in this Agreement Agreement, such that the condition conditions specified in Section 10.03 would not be satisfied at the Closing (a “Terminating Partner Breach”), except that, if any such Terminating Partner Breach is curable by Partner through the exercise of its reasonable best efforts, then, for a period of up to 30 days after receipt by Partner of notice from Baker Hughes of such breach (the “Partner Cure Period”) such termination shall not be effective and the Termination Date shall automatically be extended until the first Business Day following the end of the Partner Cure Period, and such termination shall become effective only if the Terminating Partner Breach is not cured within the Partner Cure Period or (ii) (1) all of the conditions set forth in Section 10.02(a10.01 and Section 10.02 have been satisfied (other than (x) would not those conditions which by their terms or nature are to be satisfied at the Closing, provided, that such conditions would reasonably be expected to be satisfied if the Closing were to occur at the time the Closing is required to occur pursuant to Section 2.17, and (y) those conditions the failure of which shall not to be satisfied is caused by or results from a breach by Partner or Investor JV of this Agreement) as of the date the Closing should have been cured occurred pursuant to Section 2.17 and (2) Partner or Investor JV has failed to consummate the transactions contemplated by this Agreement on or prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) date on which the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedClosing should have occurred pursuant to Section 2.17. The party desiring to terminate this Agreement pursuant to clauses Section 12.01(b), (c12.01(c), (d), (e12.01(d) or (f12.01(e) shall give notice of such termination to the other partyparties hereto. Notwithstanding anything else contained in this Agreement, the right to terminate this Agreement under Section 12.01(b), Section 12.01(d) or Section 12.01(e)(i), shall not be available to any party (a) that is in material breach of its obligations hereunder or (b) whose failure to fulfill its obligations or to comply with its covenants under this Agreement has been the cause of, or resulted in, the failure to satisfy any condition to the obligations of either party hereunder.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s or Buyer Acquiree and the Acquiree Shareholders (by written notice of termination from Acquiree and the Acquiree Shareholders to the Acquiror and the Acquiror Principal Shareholders, in which reference is made to this subsection) if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”), unless the failure of the Closing to have occurred is attributable to a failure on the part of Acquiree or the Acquiree Shareholders to perform any material obligation to be performed by Acquiree or the Acquiree Shareholders pursuant to this Agreement at or prior to the Closing; (c) by the Acquiror (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders , in which reference is made to this subsection) if the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of any Acquiror Principal Shareholder to perform any material obligation required to be performed by any such Acquiror Principal Shareholder pursuant to this Agreement at or prior to the Closing; (d) by the Acquiror or the Acquiree (by written notice of termination from such Party to the other Parties) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b11.3(d) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required Agreement; (e) by the Acquiror, Acquiree or the Acquiree Shareholders (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party's obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing has been Closing; (f) by Acquiree or the cause ofAcquiree Shareholders (by written notice of termination from Acquiree to the Acquiror Principal Shareholders, or resulted inin which reference is made to this subsection) if, since the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU there shall have exercised its termination right under Section 8.1(c) of occurred any Material Adverse Effect on the Merger AgreementAcquiror, or there shall have occurred any 'event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to the Acquiror; (cg) by either Albertson’s the Acquiree (by written notice of termination from the Acquiree to the Acquiror and the Acquiror Principal Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiror's or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there Acquiror Shareholder's representations and warranties shall have been a material breach inaccurate as of any representation, warranty, covenant or agreement on the part date of Buyer contained in this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a10.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiror or the earlier of Acquiror Principal Shareholders within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) any of the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant Acquiror's or agreement on the part of any Seller Acquiror Principal Shareholder's covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a10.3(b) would not be satisfied, or (iii) any Action shall be initiated, threatened or pending which could reasonably be expected to materially and adversely affect the Acquiror or Acquiree (including, without limitation, any such Action relating to any alleged violation of, or non-compliance with, any applicable Law or any allegation of fraud or intentional misrepresentation); or (h) by the Acquiror and the Acquiror Principal Shareholders (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiree's or the Acquiree Shareholder's representations and warranties shall have been inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.2(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiree or the earlier of Acquiree Shareholders within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, or (ii) any of the Termination Date; or (f) by Albertson’s Acquiree's or Buyer if the Merger Agreement is terminated. The party desiring to terminate Acquiree Shareholder's covenants contained in this Agreement pursuant to clauses 12.01(b)shall have been breached, (c), (d), (esuch that the condition set forth in Section 10.2(b) or (f) shall give notice of such termination to the other partywould not be satisfied.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and BuyerJLL; (b) by either Albertson’s the Company or Buyer JLL upon written notice to the other party if the Closing shall not have been consummated on or before September 22December 31, 2006 (2000, unless the “Termination Date”); provided that failure to consummate the right Closing by such date shall be due to terminate this Agreement pursuant the action or failure to this Section 12.01(b) shall not be available to act of the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s the Company or Buyer JLL upon written notice to the other if there the PCS Purchase Agreement shall be have been terminated in accordance with the terms thereof; provided that any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make such termination by the consummation of the transactions contemplated hereby illegal or otherwise prohibited;Company shall also have been in accordance with Section 5.6. (d) by Albertson’s either the Company or JLL upon written notice to the other party if any United States court of competent jurisdiction or other competent U.S. Governmental Entity shall have issued an order, decree or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree or injunction or other action shall have become final and nonappealable; or (e) by either the Company or JLL upon written notice to the other party if there shall have been a material breach by the other of any representationof its representations, warrantywarranties, covenant covenants or agreement on the part of Buyer agreements contained in this Agreement such that Agreement, which if not cured would cause the condition conditions set forth in Section 10.03(a) would 6.2 or Section 6.3, as the case may be, not to be satisfied and which shall not have been cured prior satisfied; provided that as a condition to the earlier right of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior party to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring elect to terminate this Agreement pursuant to clauses 12.01(b)the immediately preceding clause, (c), (d), (e) or (f) such party shall give first provide 30 days prior notice of such termination to the other partyparty specifying in reasonable detail the nature of the condition that such party has concluded will not be satisfied, and the other party shall be entitled during such 30 day period to commence any actions it may elect consistent with the terms of this Agreement to provide reasonable assurance to the first party that such condition will be satisfied prior to December 31, 2000; provided further that if such condition can be satisfied by the other party through the exercise of its best efforts and for so long as that party continues to use such best efforts, the first party may not terminate this Agreement under this Section 7.1(d) prior to December 31, 2000.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by By mutual written agreement of Albertson’s and BuyerSeller, Purchaser; (b) by either Albertson’s By Seller or Buyer Purchaser if the Closing shall not have been consummated on or before September 22occurred by August 1, 2006 2010 (the “Termination Date”); provided that , unless such Closing is pending the right receipt of a regulatory, corporate, or third party approval or is pending the satisfaction or waiver of any condition to terminate Closing, in which case the time for Closing shall be extended by 15 days. Notwithstanding the foregoing, the time for Closing may be extended by mutual agreement of Seller, Purchaser, unless the failure to consummate the Closing on or prior to such date is the result of (i) any action or inaction under this Agreement pursuant to this Section 12.01(b) shall not be available to by the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to the terms of this Section 12.01(b9.01(b) or (ii) delays in the review of any filings required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 (“Xxxx-Xxxxx-Xxxxxx”), in which case the foregoing date shall not be available extended for up to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of an additional 120 days to allow additional time for the Merger AgreementXxxx-Xxxxx-Xxxxxx filing review to be finally determined; (c) by either Albertson’s or Buyer By any of Seller, Purchaser if there shall be any Lawlaw or regulation that makes the consummation of the transactions contemplated hereby illegal or otherwise prohibited, regulation or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction jurisdiction; provided, however, that would make the consummation terms of this Section 9.01(c) shall not be available to any party unless such party shall have used its commercially reasonable efforts to oppose any such order, decree or judgment or to have such order, decree or judgment vacated or made inapplicable to the transactions contemplated hereby illegal or otherwise prohibitedby this Agreement; (d) by Albertson’s Intentionally omitted; and (e) By Seller if there shall have has been a material breach by Purchaser of any representation, warranty, or covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(awhich cannot be, or has not been, cured within thirty (30) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following days after written notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior is given to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedPurchaser. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by By mutual written agreement of Albertson’s the Company, Parents, and Buyer;the Subscriber. (b) By either the Company or the Subscriber if any Governmental Entity shall have (i) issued an Order permanently restraining, enjoining or otherwise prohibiting, prior to the Closing, the consummation of the Subscription or the other transactions contemplated by this Agreement or the other Transaction Documents, and such Order shall have become final and non-appealable or (ii) enacted or promulgated any Law that prevents or makes illegal the consummation of the Subscription or the transactions contemplated by this Agreement or the other Transaction Documents. (c) By either Albertson’s the Company or Buyer the Subscriber if the Closing shall not have been consummated occurred on or before September 22July 15, 2006 2025 (the “Termination Outside Date”); provided provided, that the right no party hereto shall be permitted to terminate this Agreement pursuant to this Section 12.01(b‎‎Section 8.01(c) shall not be available to the party seeking to terminate if any action it is in material breach of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing and such breach has been the cause of, primarily caused or resulted in, in the failure of the Closing to occur on have occurred prior to the Outside Date. (d) By the Company, at any time prior to the Closing, if: (i) there has been a breach by the Subscriber of its representations, warranties, covenants or before agreements contained in this Agreement, in each case, such that any condition contained in ‎‎Section 9.02(a) or ‎‎Section 9.02(b) is not reasonably capable of being satisfied at the Termination Closing, (ii) the Company shall have delivered to the Subscriber written notice of such breach and (iii) such breach is not capable of cure in a manner sufficient to allow satisfaction of the conditions in ‎‎Section 9.02(a) or ‎‎Section 9.02(b) prior to the Outside Date or at least 30 days have elapsed since the date of delivery of such written notice to the Subscriber and such action or failure to perform constitutes a breach of this Agreementhas not been cured; provided, furtherhowever, that the right Company shall not be permitted to terminate this Agreement pursuant to this Section 12.01(b‎Section 8.01(d) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by Company, and/or either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a Parent is then in material breach of any representationits representations, warrantywarranties, covenant covenants or agreement on the part of Buyer agreements contained in this Agreement such that Agreement. (e) By the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured Subscriber, at any time prior to the earlier of Closing, if: (i) 20 Business Days following there has been a breach by the Company and/or either Parent of any of its representations, warranties, covenants or agreements contained in this Agreement, in each case, such that any condition contained in ‎‎Section 9.03(a) or ‎‎Section 9.03(b) is not reasonably capable of being satisfied at the Closing, (ii) the Subscriber shall have delivered to the Company written notice of such breach and (iiiii) such breach is not capable of cure in a manner sufficient to allow satisfaction of the Termination Date; (econditions in ‎‎Section 9.03(a) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a‎‎Section 9.03(b) would not be satisfied and which shall not have been cured prior to the earlier Outside Date or at least 30 days have elapsed since the date of (i) 20 Business Days following notice delivery of such written notice to the Company and such breach and (ii) has not been cured; provided, however, that the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring Subscriber shall not be permitted to terminate this Agreement pursuant to clauses 12.01(b)this ‎Section 8.01(e)‎ if the Subscriber is then in material breach of its representations, (c)warranties, (d), (e) covenants or agreements contained in this Agreement. (f) shall give By the Subscriber, upon written notice of such termination to the other partyCompany and each Parent, if at any time prior to the Closing, Subscriber determines not to proceed with the Closing.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and the Buyer; (b) by Buyer on the Closing Date if the conditions to Buyer's obligations to close shall not have been fulfilled, provided that Buyer is not in breach of its obligations hereunder; (c) by the Company on the Closing Date if the conditions to the Company's obligations to close shall not have been fulfilled, provided that the Company is not in breach of its obligations hereunder; (d) by either Albertson’s the Company or the Buyer if the Closing shall not have been consummated on or before September 22October 31, 2006 (the “Termination Date”)2003; provided that the right to terminate this Agreement pursuant to this Section 12.01(b) Company and the Buyer shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that each have the right to terminate this Agreement pursuant extend such date by up to this Section 12.01(b) shall not be available 30 days upon notice given to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementother party by October 31, 2003; (ce) by either Albertson’s the Company or the Buyer if there shall be any Law, law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment Order of any court or governmental body having competent jurisdiction that would make (other than the consummation of the transactions contemplated hereby illegal or otherwise prohibitedBankruptcy Court); (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s either the Company or the Buyer if the Merger Bankruptcy Court shall have issued an Order which has become final and nonappealable restricting or restraining in a material manner or enjoining or otherwise prohibiting or making illegal the effectuation of the transactions contemplated by this Agreement or by the Plan (including an Order denying confirmation of the Plan or confirming a plan of reorganization other than the Plan); or (g) by the Buyer or the Company if the Plan is terminatednot approved by the Bankruptcy Court. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) this Section 11.01 shall give notice of such termination to the other partyparty hereto.

Grounds for Termination. This Agreement ‌ The Ministry may be terminated at any time prior to the Closing Dateterminate this Contract by notice in writing: (a) by mutual written agreement immediately, if: (i) A Party comprising Contractor is insolvent, is adjudged bankrupt or makes any assignment for the benefit of Albertson’s its creditors, or is adjudged to be unable to pay its debts as the same fall due; (ii) A petition is filed in a court having jurisdiction or an order is made, or an effective resolution is passed, for the dissolution, liquidation or winding up of a Party comprising Contractor; (iii) A receiver is appointed or an Encumbrancer takes possession of a majority of the assets or undertaking of a Party comprising Contractor; or (iv) A Contractor ceases or threatens to cease to carry on its business or execution is forced against all or a majority of its property and Buyer;is not discharged within fourteen (14) days. (b) by either Albertson’s If the Contractor: (i) Has committed a material breach of agreed plan, programme, approval, condition or Buyer if term to which this Contract is subject; (ii) Has not complied with the Closing shall not have been consummated on or before September 22, 2006 Applicable Law; (the “Termination Date”); iii) Has provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available information to the party seeking Ministry in connection with this Contract or in order to terminate if obtain this Contract which it knew, or ought reasonably to have known, or believed to be false; or (iv) Has not paid any action of such party amount payable by it under the Applicable Law or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to Contract within a period of three (3) months after the Closing has been day on which the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date amount became due and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;payable. (c) The Ministry shall not terminate the Contract by either Albertson’s notice in writing due to one or Buyer if there shall more of relevant grounds identified in Article 2.4(b) unless: (i) It has, by instrument in writing served on the Contractor, give not less than thirty (30) days of notice of its intention to terminate the Contract; (ii) It has, by instrument in writing, specified date on or before which the Contractor may submit in writing to the Ministry in any matter that wishes to be considered; and (iii) It has taken into account any Law, regulation information provided under Article 2.4(c)(ii) and any action taken by Contractors or nonappealable final order, decree other parties to remove that ground or judgment of any court or governmental body having competent jurisdiction that would make the consummation to prevent recurrence of the transactions contemplated hereby illegal or otherwise prohibited;similar grounds. (d) by Albertson’s if If there shall is more than one Contractor and circumstances arise in which the Ministry may terminate this Contract, the Ministry may, on such conditions as it decides, terminate this Contract only in respect of that or those Contractors whose acts or omissions (or in relation to whom acts, omissions or events have been a material breach of any representationoccurred which) have led to such circumstances arising, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of if: (i) 20 Business Days following notice of It is satisfied that the other Contractors did not connive in such breach acts, omissions or events, and could not reasonably have been expected to prevent them occurring; (ii) It is satisfied that it is fair and reasonable to do so in all the Termination Date;circumstances; and (eiii) by Buyer if there shall have been a material breach of any representation, warranty, covenant or An agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to made with the other partyContractor(s) who did not connive to such actions to accept the Participating Interest of the Contractor(s) at fault; and the majority of the other Contractors agree to this arrangement subject to such conditions as may be imposed by the Ministry.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and BuyerParent; (b) by either Albertson’s the Company or Buyer Parent, if the Closing shall has not have been consummated on or before September 22March 31, 2006 2018 (the “Termination End Date”); , provided that (i) if all of the conditions to Closing shall have been satisfied or shall be then capable of being satisfied (other than the condition set forth in Section 9.01(a)), the End Date shall be extended by an additional six (6) month period and (ii) the right to terminate this Agreement pursuant to this Section 12.01(b) clause shall not be available to the any party seeking whose failure to terminate if fulfill any action of such party or the failure of such party to perform any of its obligations obligation under this Agreement required to be performed at or prior to the Closing has been the cause ofcause, or has resulted in, the failure of the Closing to occur on or before the Termination Date and prior to such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementdate; (c) by either Albertson’s the Company or Buyer Parent, if there shall be is any Law, regulation Applicable Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s either the Company or Parent, upon written notice to the other if any of the conditions set forth in Section 9.01 of this Agreement has become incapable of fulfillment on or prior to the End Date and such condition or conditions shall not have been waived by such party, except that no party may terminate this Agreement if the inability to satisfy a condition is the result of a breach of this Agreement by such party seeking to terminate this Agreement; (e) by Parent, if there shall have has been a material misrepresentation or breach of any representation, warranty, warranty or breach of covenant or other agreement on the part of Buyer contained set forth in this Agreement such by the Company that would cause the condition set forth in Section 10.03(a9.02(a) would or Section 9.02(b) of this Agreement not to be satisfied satisfied, such misrepresentation or breach is not waived by Parent, and which shall the Company is not have been cured capable of curing such misrepresentation or breach prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination End Date; (ef) by Buyer the Company, if there shall have has been a material misrepresentation or breach of any representation, warranty, warranty or breach of covenant or other agreement on the part of any Seller contained set forth in this Agreement such by Parent that would cause the condition set forth in Section 10.02(a9.03(a) would or Section 9.03(b) of this Agreement not to be satisfied satisfied, such misrepresentation or breach is not waived by the Company, and which Parent is not capable of curing such misrepresentation or breach prior to the End Date; (g) by Parent, if the Company shall not have delivered to Parent a certified copy of the duly executed Written Consent within twenty (24) hours after execution and delivery of this Agreement by the parties hereto; and (h) after January 2, 2018, by the Company, upon written notice to Parent if the conditions set forth in Sections 9.01 and 9.02 of this Agreement other than Section 9.02(j) have all been cured prior satisfied (or waived) (other than conditions that by their nature are to be satisfied at the Closing, but subject to the earlier ability to immediately satisfy those conditions on the date of the notice delivered by the Company hereunder) and the Closing Date does not occur within two (i2) 20 Business Days following notice of receipt by Parent of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedtermination notice. The party desiring to terminate this Agreement pursuant to clauses 12.01(bSection 11.01(b), (cSection 11.01(c), (dSection 11.01(d), (eSection 11.01(e), Section 11.01(f), Section 11.01(g) or (fSection 11.01(h) shall give written notice of such termination to the other partyparty and the party desiring to terminate this Agreement may not so terminate this Agreement if such party is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Grounds for Termination. This Agreement may be terminated in writing at any time at or prior to the Closing DateClosing, subject to Section 5.2, as follows: (ai) by mutual written agreement of Albertson’s the Company, Seller and Buyer; (bii) by either Albertson’s (A) Seller or Buyer if the Closing shall not have been consummated on or before September 22(B) Buyer, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, law or regulation that makes the consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datejurisdiction; or (fiii) if the Hathaway Power Sale occurs: (A) by Albertson’s Buyer, if the Closing has not occurred and any of the conditions precedent to Buyer's obligations to proceed with the Closing remain unfulfilled and not waived by Buyer five business days following notice by Buyer to Seller of such non-fulfillment and non-waiver given following consummation of the Hathaway Power Sale, provided that such non-fulfillment was not the direct result of Buyer's default of its obligations under this Agreement; or (B) by Seller, if all of the conditions precedent to Buyer's obligations to proceed with the Closing have been fulfilled or waived by Buyer and Seller is not in default of its obligations under this Agreement, and the Closing has not occurred within five business days of notice by Seller to Buyer to such effect given following consummation of the Hathaway Power Sale; or (iv) by Seller (upon 24 hours written prior notice to Buyer) at any time from August 16, 2002 to November 1, 2002 if the affirmative vote of the shareholders of Hathaway Corporation necessary to approve the Hathaway Power Sale (the "Required Hathaway Vote") has not been obtained by 5:00 p.m., Denver, Colorado time, on August 15, 2002; (v) by Seller or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give upon 24 hours prior written notice of such termination to the other party) at any time on or after November 1, 2002 if the Required Hathaway Vote has not been obtained by 5:00 p.m., Denver, Colorado time, on August 15, 2002; or (vi) If the Required Hathaway Vote has been obtained by 5:00 p.m., Denver, Colorado time, on August 15, 2002 and the Hathaway Power Sale has not occurred by 5:00 p.m., Denver, Colorado time by the fifth business day following the date of such vote: (A) by Seller (upon 24 hours prior written notice to Buyer) at any time from August 22, 2002 to November 1, 2002, or (B) by Buyer or Seller at any time on or after November 1, 2002.

Grounds for Termination. This Agreement may be terminated by written notice of termination at any time prior to before the Closing Date:Effective Time (whether before or after action by stockholders of CNB or NBT): (a) by mutual written agreement consent of Albertson’s and Buyerthe parties hereto; (b) by either Albertson’s NBT, upon written notice to CNB given at any time (i) if any of the representations and warranties of CNB or Buyer if CNB Bank contained in section 7 hereof was materially inaccurate when made or (ii) in the Closing shall not have been consummated on event of a material breach or before September 22, 2006 (the “Termination Date”); provided that the right to terminate material failure by CNB or CNB Bank of any covenant or agreement of CNB or CNB Bank contained in this Agreement pursuant which has not been, or cannot be, cured within thirty days after written notice of such breach or failure is given to this Section 12.01(bCNB or CNB Bank, as the case may be, and, in the case of (i) shall not be available or (ii), which inaccuracy, breach, or failure, if continued to the party seeking to terminate if Effective Time, would result in any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall condition set forth in section 5 hereof not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementbeing satisfied; (c) by either Albertson’s CNB, upon written notice to NBT given at any time (i) if any of the representations and warranties of NBT or Buyer if there shall be any Law, regulation NBT Bank contained in section 9 hereof was materially inaccurate when made or nonappealable final order, decree (ii) in the event of a material breach or judgment material failure by NBT or NBT Bank of any court covenant or governmental body having competent jurisdiction that agreement of NBT or NBT Bank contained in this Agreement which has not been, or cannot be, cured within thirty days after written notice of such breach or failure is given to NBT or NBT Bank, as the case may be, and, in the case of (i) or (ii), which inaccuracy, breach, or failure, if continued to the Effective Time, would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedresult in any condition set forth in section 6 hereof not being satisfied; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant either NBT or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior CNB upon written notice given to the earlier other if a court of (i) 20 Business Days following notice of such breach competent jurisdiction has issued a final and (ii) nonappealable order prohibiting the Termination DateHolding Company Merger; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant either NBT or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior CNB upon written notice given to the earlier other if any of (i) 20 Business Days following notice of the approvals referred to in section 4.1 are denied and such breach denial has become final and (ii) the Termination Date; ornonappealable; (f) by Albertson’s either NBT or Buyer CNB upon written notice given to the other if the Merger Agreement stockholders of either NBT or CNB shall have voted on and failed to adopt this Agreement, at the meeting of such stockholders called for such purpose; or (g) by either NBT or CNB upon written notice given to the other if NBT shall have been advised by KPMG that KPMG is terminated. The unable to deliver its favorable opinion under section 5.6 of this Agreement, unless the inability of KPMG to deliver such opinion is due to the action or inaction of the party desiring seeking to terminate this Agreement pursuant to clauses 12.01(b)or one or more of the affiliates, (c)directors, (d)officers, (e) or (f) shall give notice stockholders of such termination to the other that party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (ai) by mutual written agreement of Albertson’s and Buyer;the parties; or (bii) by either Albertson’s the Seller, on the one hand, or Buyer by the Buyer, on the other hand, if the Closing shall not have been consummated on or before September 22, 2006 occurred within thirty (30) days following the date hereof (the “Termination "Expiration Date”"); provided provided, however, that if the only condition to Closing not satisfied is the condition set forth in Section 8.02(d), such Expiration Date shall automatically be extended, without any action required by any of the parties hereto, by an additional seven (7) days (the "Extension Period"); provided, further, that if, at the end of such Extension Period, the condition to Closing set forth in Section 8.02(d) is not satisfied, and remains the only condition to Closing not satisfied, such Extension Period shall automatically be extended, without any action required by any of the parties hereto, by an additional seven (7) days (the "Second Extension Period"); provided, further, that the right to terminate this Agreement pursuant to under this Section 12.01(b10.01(ii) shall not be available to the a party seeking whose material misrepresentation, material breach of warranty or failure to terminate if fulfill any action of such party or the failure of such party to perform any of its obligations material obligation under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) by the Termination Date Seller, on the one hand, or by the Buyer and such action the Acquisition Sub, on the other hand, if there is or has been a material breach, failure to perform constitutes a breach fulfill or default on the part of this Agreement; providedthe other party of any of the representations and warranties contained herein or in the due and timely performance and satisfaction of any of the covenants, furtheragreements or conditions contained herein, that and the right to terminate this Agreement pursuant to this Section 12.01(b) curing of such default shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of been made before the Merger Agreement;Expiration Date; or (civ) by either Albertson’s the Seller, on the one hand, or Buyer by the Buyer, on the other hand, if there shall be a final nonappealable order of a Federal or state court in effect preventing the consummation of the transactions contemplated by this Agreement; or there shall be any Lawaction taken, or any statute, rule, regulation or nonappealable final orderorder enacted, decree promulgated or judgment of issued or deemed applicable to the transactions by any court government body, agency, official or governmental body having competent jurisdiction that authority which would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyillegal.

Grounds for Termination. This Agreement may be terminated at any time prior to terminated, and the Closing Datetransactions contemplated hereby may be abandoned only: (a) by mutual written agreement of Albertson’s either (i) Greenbrook and Buyer; the Purchaser or (bii) by either Albertson’s or Buyer the Seller Parties, if the Closing shall not have been consummated on or before September 22, 2006 occurred within six (6) months after the Effective Date (the “Termination "Outside Date”"); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before have occurred by the Termination Outside Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that is not primarily the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment result of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or other agreement contained herein by the party purporting to terminate this Agreement and that if at the Outside Date the New Financing has not been consummated in accordance with its terms, then either Purchaser, on the part one hand, or the Sellers' Representative, on the other hand, may by notice to the other parties at least ten (10) days prior to such date, extend such date for an additional thirty (30) days (and the term "Outside Date" shall be deemed to reference the last day of Buyer such extension). (b) by the Purchaser, if (i) there exists a breach of any representation or warranty contained in this Agreement such that the any closing condition set forth in Section 10.03(a7.2(a) would not be satisfied and which or (ii) any of the Seller Parties or the Transferred Companies shall have breached any of the covenants or agreements contained in this Agreement to be complied with by the Seller Parties or the Transferred Companies, as applicable, such that any of the closing conditions set forth in Section 7.2(b) would not be satisfied; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 9.1(b), (A) unless the Seller Parties have been not cured prior to such breach by the earlier of date that is thirty (i30) 20 Business Days following after the date that the Seller Parties receive written notice of such breach and from the Purchaser (iior such lesser period remaining prior to the date that is one (1) day prior to the Termination Outside Date; ); or (eB) by Buyer if there shall have been a material if, at the time of such termination, the Purchaser is in breach of any representation, warranty, covenant or other agreement contained herein in a manner such that any of the closing conditions to Closing set forth in Section 7.1 or Section 7.3 would not have been satisfied; (c) by the Sellers' Representative, on behalf of the part Seller Parties, upon written notice to the Purchaser, if (i) there exists a breach of any Seller representation or warranty contained in this Agreement such that the condition closing conditions set forth in Section 10.02(a7.3(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and or (ii) the Termination DatePurchaser or Greenbrook shall have breached any of the covenants or agreements contained in this Agreement to be complied with by the Purchaser such that the closing conditions set forth in Section 7.3(b) would not be satisfied; or (f) by Albertson’s or Buyer if provided that the Merger Agreement is terminated. The party desiring Seller Parties shall not be entitled to terminate this Agreement pursuant to clauses 12.01(bthis Section 9.1(c), (c), A) unless the Purchaser and Greenbrook have not cured such breach by the date that is thirty (d), (e30) or (f) shall give Business Days after the date that the Purchaser receives written notice of such termination breach from the Seller (or such lesser period remaining prior to the date that is one day prior to the Outside Date); or (B) if, at the time of such termination, any of the Seller Parties or the Transferred Companies are in breach of any representation, warranty, covenant or other partyagreement contained herein in a manner such that any of the closing conditions to Closing set forth in Section 7.1 or Section 7.2, as applicable, would not have been satisfied; or (d) at any time prior to the Closing Date by mutual written agreement of the parties.

Grounds for Termination. (a) This Agreement may be terminated at any time prior to the Closing DateClosing: (ai) by mutual written agreement of Albertson’s and Buyerthe Parties; (bii) by either Albertsonthe Seller or the Buyer, if: (A) the acquisition of the Purchased Shares by the Buyer in accordance with this Agreement has not been approved or ratified by CEMIG’s General Shareholders’ Meeting until May 31, 2009; or Buyer if (B) the Closing shall not have been consummated on or before September 22, 2006 (within 12 months after the “Termination Effective Date”); provided that that, if the Closing has not occurred due to a Party’s breach of any of the covenants or agreements herein, then such Party shall not have the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement9.1 (a)(ii); (ciii) by either Albertson’s the Seller or Buyer Buyer, if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction Law that would make the makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, provided that such Law is not revoked, reversed, suspended or otherwise overcome within thirty (30) days counted as of the date the Parties become aware of its existence; (div) by Albertson’s if there shall have been a the Buyer (provided that neither the Buyer nor CEMIG is then in material breach of any representationof their representations, warrantywarranties, covenant covenants or agreement on other agreements contained herein) in case of a breach by the part Seller of Buyer any of: (A) its representations and warranties under Sections 3.1, 3.2, 3.3 and 3.6, or material covenants contained in this Agreement such Agreement, or (B) other representations and warranties contained herein in respect of matters that individually or in the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior aggregate may cause Damages to the earlier Company, any entity of the Group, the Buyer, CEMIG and/or their Affiliates equal to or greater than EUR 70,000,000.00, which breach, in each case, is not cured within 30 (ithirty) 20 Business Days following days after written notice to the Seller specifying in reasonable detail the nature of such breach and (ii) the Termination Date;or occurrence; or (ev) by Buyer if there shall have been a the Seller (provided that the Seller is not then in material breach of any representationof its representations, warrantywarranties, covenant covenants or agreement on the part other agreements contained herein) in case of a breach by either Buyer or CEMIG of: (A) any Seller of their respective representations and warranties under Sections 4.1, 4.2 and 4.4 or material covenants contained in this Agreement such Agreement, or (B) any of their other representations and warranties contained herein in respect of matters that individually or in the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior aggregate may cause Damages to the earlier of Seller and/or its Affiliates equal to or greater than EUR 70,000,000.00, which breach, in each case, is not cured within 30 (ithirty) 20 Business Days following days after written notice to the Buyer specifying in reasonable detail the nature of such breach and (ii) the Termination Date; oror occurrence. (fb) by Albertson’s or Buyer if the Merger Agreement is terminated. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give written notice of such termination to the other partyParties.

Grounds for Termination. This Agreement may be terminated at any time prior to before the Closing DateClosing: (a) by mutual written agreement consent of Albertson’s Seller and Buyer; (b) by either Albertson’s Seller or Buyer if if: (i) the Closing shall not have been consummated occurred on or before September 22August 1, 2006 2014 (the “Termination Date”); provided, that the Termination Date shall be extended to October 1, 2014 to the extent that the failure of the Closing to occur by August 1, 2014 resulted solely from either (A) a temporary Order that could reasonably be expected to be lifted by October 1, 2014 or (B) a failure to obtain any required consent of a Governmental Authority to the transactions contemplated hereby that could reasonably expected to be obtained by October 1, 2014; provided further, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b10.01(b) shall not be available to the any party seeking whose failure to terminate if fulfill any action of such party or the failure of such party to perform any of its obligations obligation under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date Date; (ii) if a Governmental Authority shall have issued an Order (which Order the Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins, or otherwise prohibits consummation of the transactions contemplated hereby, and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU Order shall have exercised its termination right under Section 8.1(c) of the Merger Agreementbecome final and nonappealable; (c) by either Albertson’s Seller upon a material breach by Buyer of any of its representations, warranties or Buyer covenants under this Agreement, which breach would result in the failure of one or more of the conditions set forth in Section 8.01 hereof and such breach shall be incapable of being cured by the Termination Date or, if capable of being cured by the Termination Date has not been cured within ten (10) Business Days after notice thereof has been provided to Buyer; provided, however, that there shall be no right to terminate if Seller is in material breach of its representations and warranties under this Agreement or has failed in any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited;material respect to perform its obligations under this Agreement; and (d) by Albertson’s if there shall have been Buyer upon a material breach by Seller of any representationof its representations, warrantywarranties under Sections 3.01 or 3.02 or any covenants under this Agreement, covenant which breach would result in the failure of one or agreement on more of the part of Buyer contained in this Agreement such that the condition conditions set forth in Section 10.03(a) would 8.02 hereof and such breach shall be incapable of being cured by the Termination Date or, if capable of being cured by the Termination Date has not be satisfied and which shall not have been cured prior to the earlier of within ten (i10) 20 Business Days following after notice of such breach and (ii) the Termination Date; (e) by Buyer if thereof has been provided to Seller; provided, however, that there shall have been a be no right to terminate if the Buyer is in material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in its representations and warranties under this Agreement such that the condition set forth or has failed in Section 10.02(a) would not be satisfied and which shall not have been cured prior any material respect to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate perform its obligations under this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyAgreement.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Contributor and BuyerAcquirer; (b) by either Albertson’s Contributor or Buyer Acquirer if the Closing shall not have been consummated on or before September 22, 2006 the ninetieth (90th) day following the date of this Agreement (the “Termination Outside Date”); provided that, if the U.S. Department of Justice or the U.S. Federal Trade Commission issues a request for “additional information and documentary material relevant to the proposed acquisition” with respect to the transactions contemplated by this Agreement pursuant to 15 U.S.C. § 18a, then either Contributor or Acquirer shall have the right extend such period by an additional ninety (90) days, such that the Outside Date shall be the one hundred eightieth (180th) day following the date of this Agreement; provided further that, the right to terminate this Agreement pursuant to this Section 12.01(b8.1(b) shall not be available to the party seeking to terminate if any action Party whose breach of such party or the failure any provision of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing to occur on or before be consummated prior to the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger AgreementOutside Date; (c) by either Albertson’s Contributor, if Acquirer breaches or Buyer if there shall be fails to perform in any Lawrespect any of its representations, regulation warranties or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer covenants contained in this Agreement and (i) such that breach or failure to perform would give rise to the failure of a condition set forth in Section 10.03(a7.3, (ii) would such failure of condition cannot be satisfied and which shall cured or, if curable, has not have been cured prior to the earlier of thirty (i30) 20 Business Days days following receipt by Acquirer of written notice of such breach or failure to perform or two (2) Business Days prior to the Outside Date, and (iiiii) the Termination Datesuch breach or failure to perform or such failure of condition has not been waived by Contributor; (ed) by Buyer Acquirer, if there shall have been a material breach Contributor breaches or fails to perform in any respect any of any representationits representations, warranty, covenant warranties or agreement on the part of any Seller covenants contained in this Agreement and (i) such that breach or failure to perform would give rise to the failure of a condition set forth in Section 10.02(a7.2, (ii) would such failure of condition cannot be satisfied and which shall cured or, if curable, has not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.thirty

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s or Buyer acquiree and the Acquiree Shareholders (by written notice of termination from Acquiree and the Acquiree Shareholders to the Acquiror, in which reference is made to this subsection) if the Closing shall has not have been consummated occurred on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause ofTermination Date, or resulted in, unless the failure of the Closing to occur have occurred is attributable to a failure on the part of Acquiree or before the Termination Date and such action or failure Acquiree Shareholders to perform constitutes a breach of this Agreement; provided, further, that any material obligation to be performed by Acquiree or the right to terminate this Agreement Acquiree Shareholders pursuant to this Section 12.01(b) shall not be available Agreement at or prior to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger AgreementClosing; (c) by either Albertson’s the Acquiror (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders, in which reference is made to this subsection) if the Closing has not occurred on or Buyer if there shall be any Lawprior to the Termination Date, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make unless the consummation failure of the transactions contemplated hereby illegal Closing to have occurred is attributable to a failure on the part of the Acquiror to perform any material obligation required to be performed by any such Acquiror pursuant to this Agreement at or otherwise prohibited;prior to the Closing; or (d) by Albertson’s either party with written notice if there shall have been a material breach (i) any of any representation, warranty, covenant or agreement on the part of Buyer representations and warranties contained in this Agreement are inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a8.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by the earlier of other party within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) any of the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a8.3(b) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b)satisfied, (c), (d), (e) or (fiii) any Action shall give notice be initiated, threatened or pending which could reasonably be expected to materially and adversely affect such party (including, without limitation, any such Action relating to any alleged violation of, or non-compliance with, any applicable Law or any allegation of such termination to the other partyfraud or intentional misrepresentation).

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Seller and Buyer; (b) (i) by either Albertson’s Seller or Buyer upon notice to the other party if the Closing shall not have been consummated on or before September 22, 2006 the nine month anniversary of the Execution Date (the “Termination Date”), (ii) by Seller upon notice to Buyer, if any of the conditions in Section 11.01 or Section 11.03 shall have become incapable of fulfillment on or prior to the Termination Date, or (iii) by Buyer upon notice to Seller, if any of the conditions in Section 11.01 or Section 11.02 shall have become incapable of fulfillment on or prior to the Termination Date; provided that the right to terminate this Agreement pursuant to this Section 12.01(b14.01(b) shall not be available to the any party seeking to terminate if whose breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing to occur on or before the Termination Date and be consummated by such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;date. (c) by Buyer or Seller pursuant to Section 12.02(d); (d) by either Albertson’s Seller or Buyer if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment (which, for the avoidance of doubt, will not include a temporary restraining order) of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedjurisdiction. The party desiring to terminate this Agreement pursuant to clauses 12.01(bSection 14.01(b)(ii) or 14.01(b)(iii), (c), (d), (eSection 14.01(c) or (fSection 14.01(d) shall give notice of such termination to the applicable other party. Notwithstanding anything in this Section 14.01 to the contrary, the termination of this Agreement by Buyer or Seller pursuant to Section 14.01(b)(ii) or 14.01(b)(iii) as it relates to the condition in Section 11.01(a) having not been satisfied on or before the Termination Date, or the condition in Section 11.01(b) having not been satisfied as a result of an order, injunction or decree relating to antitrust law shall not occur prior to the Termination Date, unless both Parties agree that such condition is not capable of being satisfied on or prior to the Termination Date.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (a) at any time on or prior to the Closing Date by mutual written agreement of Albertson’s the Parent and Buyerthe Company; (b) by either Albertson’s the Parent or Buyer the Company if the Closing shall not have been consummated occurred on or before September 22, 2006 (the “Termination Closing Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b10.01(b) shall not be available to the party seeking Company if the Company, or to terminate the Parent if any action of such party or the failure of such party Parent Party, failed to perform fulfill any of its obligations obligation under this Agreement required to be performed at or prior to the Closing has Article X and such failure shall have been the a material cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this AgreementClosing Date; provided, further, that for the avoidance of doubt, the failure to close the transaction described in Section 5.02 shall not give the Parent the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;10.01(b). (c) by either Albertson’s the Parent or Buyer the Company if there any Governmental Authority shall be have denied its consent to the Merger, or enacted, issued, promulgated, enforced or entered any LawGovernmental Order which is in effect and has the effect of making the Merger illegal, regulation otherwise restraining or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the prohibiting consummation of the transactions contemplated hereby illegal Merger or otherwise prohibitedcausing the Merger to be rescinded following completion thereof; (d) by Albertson’s the Company, if there shall have been a the Parent breaches or fails to perform in any material breach respect any of any representationtheir representations, warranty, covenant warranties or agreement on the part of Buyer covenants contained in this Agreement and such that breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 10.03(a8.01 or Section 8.03 and (ii) would cannot be satisfied and which shall or has not have been cured prior to the earlier of (i) 20 within 15 Business Days following delivery to the Parent of written notice of such breach and or failure to perform, unless in respect of this clause (ii) the Termination Datefailure or impossibility results primarily from any of the Company or its Subsidiaries breaching this Agreement; (e) by Buyer the Parent, if there shall have been a any of the Company or its Subsidiaries breach or fail to perform in any material breach respect any of any representationtheir representations, warranty, covenant warranties or agreement on the part of any Seller covenants contained in this Agreement Agreement, and such that breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 10.02(a8.01 or Section 8.02 and (ii) would cannot be satisfied and which shall or has not have been cured prior to the earlier of (i) 20 within 15 Business Days following delivery to the Company of written notice of such breach and or failure to perform, unless in respect of this clause (ii) the Termination Date; or (f) by Albertson’s failure or Buyer if impossibility results primarily from the Merger Agreement is terminated. The party desiring to terminate Parent breaching this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyAgreement.

Grounds for Termination. This Agreement may be terminated at ----------------------- any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s and Buyer;all of the parties hereto. (b) by either Albertson’s Newco after written notice to Seller of any one or Buyer more misrepresentations in or breaches of the representations or warranties made by Seller contained herein that, if not cured on or prior to the Closing Date, could be reasonably expected to give Newco grounds not to close under Article VIII when taken into account with all other uncured misrepresentations in or breaches of such representations or warranties as to which Newco shall not have been consummated on or before September 22, 2006 given notice to Seller as provided in this clause (the “Termination Date”b); provided that the right to terminate this Agreement . A termination pursuant to this Section 12.01(bparagraph (b) shall become effective (i) fifteen (15) days after such notice with respect to such a misrepresentation or breach that is not be available capable of being cured on or prior to the party seeking Closing Date, or (ii) immediately prior to terminate if any action the Closing with respect to such a misrepresentation or breach that is capable of such party being cured, but is not cured, on or prior to the Closing Date; (c) by Newco after written notice to Seller of the failure of such party by Seller to perform and satisfy any of its obligations under this Agreement required to be performed at and satisfied by Seller on or prior to the Closing has been Date, if the cause of, or resulted in, the failure aggregate of the Closing to occur on or before the Termination Date and all such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement failures shall be material. A termination pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; paragraph (c) by either Albertson’s shall become effective (i) fifteen (15) days after such notice with respect to such a failure that is not capable of being cured on or Buyer if there shall be any Lawprior to the Closing Date, regulation or nonappealable final order(ii) immediately prior to the Closing with respect to such a failure that is capable of being cured, decree but is not cured, on or judgment of any court or governmental body having competent jurisdiction that would make prior to the consummation of the transactions contemplated hereby illegal or otherwise prohibitedClosing Date; (d) by Albertson’s if there shall have been a material breach Seller after written notice to Newco of any representationone or more misrepresentations in or breaches of the representations or warranties made by Newco herein which, warranty, covenant if not cured on or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier Closing Date, could be reasonably expected to give Seller grounds not to close under Article VIII when taken into account with all other uncured misrepresentations in or breaches of such representations or warranties as to which Seller shall have given notice to Newco as provided in this clause (d). A termination pursuant to this paragraph (d) shall become effective (i) 20 Business Days following fifteen (15) days after such notice with respect to such a misrepresentation or breach that is not capable of such breach and being cured on or prior to the Closing Date, or (ii) immediately prior to the Termination Closing with respect to such a misrepresentation or breach that is capable of being cured, but is not cured, on or prior to the Closing Date; (e) by Buyer if there shall have been a material breach Seller after written notice to Newco of Newco's failure to perform and satisfy any representation, warranty, covenant or agreement on the part of any Seller contained in its obligations under this Agreement such that the condition set forth in Section 10.02(a) would not required to be performed and satisfied and which shall not have been cured by Newco on or prior to the earlier Closing Date, if the aggregate of all such failures shall be material. A termination pursuant to this paragraph (e) shall become effective (i) 20 Business Days following fifteen (15) days after such notice with respect to such a failure that is not capable of such breach and being cured on or prior to the Closing Date, or (ii) immediately prior to the Termination Closing with respect to such a failure that is capable of being cured, but is not cured, on or prior to the Closing Date; or; (f) by Albertson’s Newco or Buyer by Seller, if the Merger Closing shall not have been consummated by March 31, 1999 (the "Outside Date"); provided, however, that neither Newco nor Seller may terminate this Agreement pursuant to this clause (f) if the Closing shall not have been consummated within such time period by reason of the failure of such party or any of its Affiliates to perform in all material respects any of its or their respective covenants or agreements contained in this Agreement; and (g) by any party hereto if any Federal, state or foreign law or regulation thereunder shall hereafter be enacted or become applicable that makes the transactions contemplated hereby or the consummation of the Closing illegal or otherwise prohibited, or if any judgment, injunction, order or decree enjoining either party hereto from consummating the transactions contemplated hereby is terminatedentered, and such judgment, injunction, order or decree shall become final and nonappealable. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), b) through (d), (e) or (fg) shall give written notice of such termination to the other partyparty as soon as is practicable.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date:Closing; (a) by mutual written agreement of Albertson’s Seller and BuyerXxxxx; (b) by either Albertson’s Buyer or Buyer Seller (i) if the Closing shall has not have been consummated occurred on or before September 22August 10, 2006 2022, and (ii) the “Termination Date”); provided terminating Party has not breached in any material respect any of its obligations under this Agreement in any manner that has proximately caused the right failure of a closing condition to be satisfied pursuant to ARTICLE 9; (c) by either Buyer or Seller if (i) a statute, rule, regulation or executive order has been enacted, entered or promulgated prohibiting the consummation of the Transaction or (ii) an Order has been entered permanently restraining, enjoining or otherwise rejecting the request to authorize the Transaction, and such Order has become final and non-appealable and the party seeking to terminate this Agreement pursuant to this Section 12.01(b11.01(c)(ii) shall not be available has used reasonable best efforts to the party seeking to terminate if any action of remove such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree decree, ruling or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedinjunction; (d) by Albertson’s if there shall have been a material Buyer, so long as Buyer is not then in Material breach of any representationof its representations, warrantywarranties, covenants or agreements hereunder, by written notice to Seller, if there has been a Material breach of any representation or warranty of Seller, or a Material breach of any covenant or agreement on of Seller hereunder, which breach would be reasonably expected to have, individually or in the part aggregate, a Seller Material Adverse Effect, and such breach has not been remedied within 30 days after receipt by Seller of Buyer contained notice in this Agreement such that writing (a “Breach Notice”) from Buyer, specifying the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice nature of such breach and requesting that it be remedied or Buyer has not received adequate assurance of a cure of such breach within such 30 day period (ii) the Termination Date;or which breach cannot by its nature be so cured); or (e) by Buyer if there shall have been a material Seller, so long as Seller is not then in Material breach of any representationof its representations and warranties, warrantycovenants or agreements hereunder, by written notice to Buyer, if there has been a Material breach of any representation or warranty of Buyer, or a Material breach of any covenant or agreement on of Buyer hereunder, which breach would be reasonably expected to have, individually or in the part aggregate, a Buyer Material Adverse Effect, and such breach has not been remedied within 30 days after receipt by Buyer of a Breach Notice, specifying the nature of such breach and requesting that it be remedied or Seller has not received adequate assurance of a cure of such breach within such 30 day period (or which breach cannot by its nature be so cured). (f) (i) by Buyer if any Seller contained in this Agreement such that of the condition conditions set forth in Section 10.02(a) would 9.01 or Section 9.02 have not be been satisfied and which shall not have been cured prior to as of the earlier of (i) 20 Business Days following notice Closing Date or if the satisfaction of such breach a condition is or becomes impossible (other than through the failure by Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the Termination conditions set forth in Section 9.01 or Section 9.03 have not been satisfied as of the Closing Date or if the satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; or. (fg) by AlbertsonBuyer, if any Law is enacted, promulgated or issued that prevents Buyer from serving customers in the Waverly Service Territory as members of Buyer’s or rural electric cooperative; provided, however, Buyer if may not exercise this termination right unless the Merger Parties have failed to amend this Agreement is terminatedunder Section 7.08. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), Section 11.01(d) or (e) or (f) shall give five Business Days written notice of such termination to the other partyParty.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date:Closing; (a) by mutual written agreement of Albertson’s Seller and Buyer; (b) by either Albertson’s Buyer or Buyer Seller if (i) the Closing has not occurred on or before July 1, 2011 (A) provided that if Buyer notifies Seller (or Seller notifies Buyer) on or before June 15, 2011, then July 1, 2011 shall not have been consummated be changed to July 15, 2011 and (B) provided that if Buyer notifies Seller before July 1 or July 15, as applicable, then July 1, 2011 or July 15, 2011, as then applicable, shall be changed to on or before September 2230, 2006 2011, and (ii) the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) terminating Party shall not be available to the party seeking to terminate if have breached in any action of such party or the failure of such party to perform material respect any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, in any manner that shall have proximately caused the failure of the Closing to occur on or before such date (provided that this clause (b) may be modified by Section 7.11); (c) by either Buyer or Seller if (i) a statute, rule, regulation or executive order shall have been enacted, entered or promulgated prohibiting the Termination Date consummation of the Transactions and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right Party seeking to terminate this Agreement pursuant to this Section 12.01(b11.01(c)(i) shall not be available have used reasonable best efforts to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) prevent the passage or implementation of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Lawsuch statute, rule, regulation or nonappealable final orderexecutive order or (ii) an Order shall have been entered permanently restraining, decree enjoining or judgment of any court or governmental body having competent jurisdiction that would make otherwise prohibiting the consummation of the transactions contemplated hereby illegal or otherwise prohibitedTransactions, and such Order shall have become final and non-appealable and the Party seeking to terminate this Agreement pursuant to this Section 11.01(c)(ii) shall have used reasonable best efforts to remove such Order; (d) by Albertson’s Buyer, so long as Buyer is not then in material breach of any of its representations, warranties, covenants or agreements hereunder, by written notice to Seller, if there shall have been a material breach of any representationrepresentation or warranty of Seller, warranty, or a material breach of any covenant or agreement on of Seller hereunder, which breach would be reasonably expected to have, individually or in the part of Buyer contained in this Agreement aggregate, a Seller Material Adverse Effect, and such that the condition set forth in Section 10.03(a) would not be satisfied and which breach shall not have been cured prior to remedied within thirty (30) days after receipt by Seller of notice in writing (a “Breach Notice”) from Buyer, specifying the earlier of (i) 20 Business Days following notice nature of such breach and requesting that it be remedied or Buyer shall not have received adequate assurance of a cure of such breach within such thirty (ii30) the Termination Dateday period (or which breach cannot by its nature be so cured); (e) by Buyer Seller, so long as Seller is not then in material breach of any of its representations and warranties, covenants or agreements hereunder, by written notice to Buyer, if there shall have been a material breach of any representationrepresentation or warranty of Buyer, warranty, or a material breach of any covenant or agreement on of Seller hereunder, which breach would be reasonably expected to have, individually or in the part aggregate, a Buyer Material Adverse Effect, and such breach shall not have been remedied within thirty (30) days after receipt by Buyer of Breach Notice, specifying the nature of such breach and requesting that it be remedied or Seller shall not have received adequate assurance of a cure of such breach within such thirty (30) day period (or which breach cannot by its nature be so cured); (i) by Buyer, if the satisfaction of any of the conditions set forth in Sections 9.01 or 9.02 (other than Section 9.02(e)) is or becomes impossible (other than through the failure by Buyer to comply with its obligations under this Agreement) or (ii) by Seller, if the satisfaction of any of the conditions set forth in Sections 9.01 or 9.03 is or becomes impossible (other than through the failure of Seller contained to comply with its obligations under this Agreement); or (g) by Seller if the Site Visit Milestone or the Subscription Period Milestone shall not have been met, and in each case Seller has reasonable basis to believe that the Closing will not occur by July 1, 2011 (as may be extended pursuant to Section 11.01(b)). Notwithstanding anything else set forth in this Agreement such that Agreement, including the condition foregoing, if Buyer makes the notification to Seller set forth in clause (B) of Section 11.01(b) above, the conditions to Buyer’s obligations to effect the Closing set forth in Section 10.02(a9.02(b), (c), and (d) would not shall be deemed permanently satisfied and which irrevocably waived, and Buyer shall not have been cured prior any right to terminate this Agreement or fail to effect the Closing based on such conditions not being satisfied or pursuant to Section 11.01(d) or (f), and Buyer and its Affiliates shall have no right to receive indemnification pursuant to this Agreement the breach or inaccuracy of any representation or warranty made by Seller in this Agreement that occurs from July 15 to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Closing Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), Section 11.01(d) or (e) or (f) shall give five (5) Business Days written notice of such termination to the other partyParty.

Grounds for Termination. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Contemplated Transaction may be abandoned at any time prior to the Closing DateClosing: (a) 9.1.1 by the mutual written agreement of Albertson’s and Buyerthe Parties; 9.1.2 by the Purchaser in the event of a material breach of any representation, warranty, covenant or agreement of the Vendor contained herein, including without limitation the non-fulfillment of any condition precedent set forth in Section 6, and the failure of the Vendor to cure such breach within ten (b10) Business Days after receipt of written notice from Somai requesting such breach to be cured; provided, however, that there will be no right to terminate if such breach was caused, in whole or in part, by either Albertson’s a material breach by the Purchaser; 9.1.3 by the Vendor in the event of a material breach of any representation, warranty, covenant or Buyer agreement of the Purchaser contained herein and the failure of the Purchaser to cure such breach within ten (10) Business Days after receipt of written notice from the Vendor requesting such breach to be cured; provided, however, that there will be no right to terminate if such breach was caused, in whole or in part, by a material breach by the Vendor. 9.1.4 by any Party if any Governmental Authority will have issued a final and non-appealable order, decree or judgment permanently restraining, enjoining or otherwise prohibiting the completion of the Contemplated Transaction or any Governmental Authority has refused to provide a consent or approval set forth, or required by the terms of this Agreement; or 9.1.5 by any Party if the Closing shall will not have been consummated occurred on or before September March 22, 2006 2024 (or such later date as may be agreed to in writing by the “Termination Date”Purchaser and the Vendor); provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b) shall 9.1.5 will not be available to the party seeking any Party whose failure to terminate if fulfill any action obligation under, or breach of such party or the failure of such party to perform any of its obligations under provision of, this Agreement required to be performed at or prior to the Closing has will have been the cause of, or will have resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyapplicable date.

Grounds for Termination. This Agreement may be terminated on or prior to the Closing: (a) by the mutual written agreement of the Vendors and the Purchaser; (b) by the Purchaser upon written notice to the Vendors if any of the conditions set forth in Subsection 6.1(b) or Section 6.2 have not been satisfied or waived by the Purchaser at the Time of Closing; (c) by the Vendors upon written notice to the Purchaser if any of the conditions set forth in Subsection 6.1(b) or Section 6.3 have not been satisfied or waived by each Vendor at the Time of Closing; (d) by the Purchaser upon written notice to the Vendors (or vice versa) if the Vendors (or the Purchaser, as applicable) has committed an Agreement Default; provided that, if any such Agreement Default is curable, it has not been cured by the earlier of the Closing Date or within fifteen (15) Business Days after written notice of such Agreement Default has been received by the defaulting Party; (e) by the Vendors if: (i) the ANP formally gives notice in writing at any time prior to the Closing Date:Outside Date that it will not provide the Regulatory Pre-Approval because the Purchaser does not possess the necessary qualifications, or is otherwise unsuitable, to warrant the granting of such Regulatory Pre-Approval; or (aii) by mutual written agreement of Albertson’s and Buyer; (b) by either Albertson’s or Buyer if the Closing shall Date has not occurred by the Outside Date and the Parties have been consummated on failed to satisfy or before September 22waive the condition set forth in Subsection 6.1(a), 2006 (with such failure being as a result of the “Termination Date”)Purchaser failing to satisfy the ANP that it possesses the necessary qualifications, or is otherwise suitable, to warrant the granting of such Regulatory Pre-Approval; provided that if, as a result of a change in Applicable Law or the practice of ANP after the Execution Date, the Purchaser does not, and cannot through the exercise of reasonable diligence, possess the necessary qualifications for the Parties to obtain the Regulatory Pre-Approval, the Vendor may not exercise its right to terminate this Agreement pursuant to this Section 12.01(bSubsection 11.1(e), without first giving the Purchaser five (5) shall not be available Business Days' notice of its intention to do so, and during such notice period the Purchaser may, at its option and in priority to the party seeking right of the Vendors to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause ofSubsection 11.1(e), or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; orSubsection 11.1(h). (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give either Party upon written notice of such termination to the other partyParty if the Closing Date has not occurred by the Outside Date for any reason other than as set out in Subsection 11.1(e); (g) by the Vendors, at any time, if the Financing Date and the payment of Escrow Amount (pursuant to Section 2.5) has not occurred on or before June 1, 2017 (or, if the Second Deposit is made on or before June 1, 2017, on or before August 1, 2017); (h) by the Purchaser, if, as a result of a change in Applicable Law or the practice of ANP after the Execution Date, the Purchaser does not, and cannot through the exercise of reasonable diligence, possess the necessary qualifications for the Parties to obtain the Regulatory Pre-Approval, or (i) by the Vendors if, as a result of a change in Applicable Law or the practice of ANP after the Execution Date, it cannot be reasonably expected that the Gran Tierra Parent Guarantee will be released within a reasonable period of time following the Closing through the exercise of reasonable diligence by the Parties; provided that, notwithstanding anything to the contrary express or implied herein, a Party shall not be allowed to exercise any right of termination pursuant to this Section 11.1 prior to the Outside Date if the event giving rise to such right is due to an Agreement Default by such Party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written agreement of Albertson’s and Buyer; (b) by either Albertson’s or Buyer if the Closing Either party shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(bupon the occurrence of any of the following events: (i) shall not be available to the party seeking to terminate if any action of such party or the failure of such the other party to perform comply with any of the terms of this Agreement or otherwise discharge its duties hereunder [***], or the breach by the other party of any of its representations or warranties herein [***], if such failure or breach is not cured within [***] ([***]) days of such breaching party’s receipt of written notice specifying the nature of such failure or breach with particularity; or (ii) the making by the other party of an assignment for the benefit of its creditors, or the filing by or against such otherparty of any petition under any federal, state or local bankruptcy, insolvency or similar laws, if such filing has not been stayed or dismissed within [***] after the date thereof. (b) OptiNose shall also have the right to suspend further performance under this Agreement and/or terminate this Agreement in its entirety, without liability except for unpaid previously delivered API that conforms with the terms hereof, if: (i) Hovione loses any approval(s) from the FDA required to perform its obligations under this Agreement required or if Hovione is involved in felonious or fraudulent activities; or (ii) Hovione does not submit a Corrective And Preventive Action plan to be performed at the FDA within [***] ([***]) days of being notified of deficiencies as a result of an inspection [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of Hovione’s facility; or (iii) any time prior to the Closing has been the cause of, or resulted in, the failure end of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that Term if Hovione’s liability cap in Section 8.4 is exhausted. OptiNose shall also have the right to suspend further performance under this Agreement and/or terminate this Agreement in its entirety without liability, except for unpaid previously delivered API and, subject to timely delivery, API subject to Firm Forecasts, in each case, that conforms to the terms of this Agreement if the Finished Product does not reach the market or if the parties do not reach an agreement regarding a price increase pursuant to this Exhibit B or Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;4.5 hereof. (c) by either Albertson’s or Buyer if there Hovione shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make also have the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in right to suspend further performance under this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to and/or terminate this Agreement pursuant to clauses 12.01(b)in its entirety, (c)without liability, (d), (e) or (f) shall give notice of such termination to the other partyif OptiNose does not receive FDA approval for its Finished Product by [***].

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) at any time prior to the Closing by mutual written agreement of Albertson’s Xxxxx and BuyerXxxxxx; (b) by either Albertson’s Buyer or Buyer Seller, upon providing written notice to the other party, if the Closing shall not have been consummated on or before September 22occurred by May 31, 2006 2024 (the “Termination Outside Date”); provided ) provided, that the right party seeking to terminate this Agreement pursuant to this Section 12.01(b9.1(b) shall not be available to the party seeking to terminate if have breached in any action of such party or the failure of such party to perform any of material respect its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, in any manner that shall have proximately caused the failure of to consummate the Closing to occur Contemplated Transactions on or before the Termination Date Outside Date; provided further, that Buyer and such action or failure Seller may mutually agree to perform constitutes extend the Outside Date; (c) by Buyer upon providing written notice to Seller if (i) there exists a breach of any representation or warranty of Seller or DERMAdoctor contained in this AgreementAgreement or any certificate delivered hereunder such that the Closing condition set forth in Section 8.1(a) would not be satisfied or (ii) Seller shall have breached or failed to perform or comply with any of the covenants or agreements contained in this Agreement to be complied with by Seller such that the Closing conditions set forth in Section 8.1(b) or Section 8.1(c) would not be satisfied; provided, further, that the right (1) Buyer shall not be entitled to terminate this Agreement pursuant to this Section 12.01(b9.1(c) unless, in the case of the immediately preceding clauses (i) or (ii), such breach is not cured by Seller, as the case may be, within thirty (30) days after Seller receives written notice of such breach from Buyer and (2) Buyer shall not be available entitled to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under terminate this Agreement pursuant to this Section 8.1(c9.1(c) if, at the time of the Merger Agreement; (c) by either Albertson’s or such termination, Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment is in breach of any court representations, warranties, covenants or governmental body having competent jurisdiction other agreements contained in this Agreement in a manner such that the conditions to Closing set forth in Section 8.2(a) or Section 8.2(b), as applicable, would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitednot have been satisfied; (d) by Albertson’s Seller upon providing written notice to Buyer) if (i) there shall have been exists a material breach of any representation, warranty, covenant representation or agreement on the part warranty of Buyer contained in this Agreement or any certificate delivered hereunder such that the Closing condition set forth in Section 10.03(a8.2(a) would not be satisfied and which or (ii) Buyer shall have breached or failed to perform or comply with any of the covenants or agreements contained in this Agreement to be complied with by Buyer such that the Closing condition set forth in Section 8.2(b) or Section 8.2(c) would not be satisfied; provided, that (1) Seller shall not have been cured prior be entitled to terminate this Agreement pursuant to this Section 9.1(d) unless, in the earlier case of the immediately preceding clauses (i) 20 Business Days following or (ii), such breach is not cured by Buyer within thirty (30) days after Buyer receives written notice of such breach from Seller; and (ii2) Seller shall not be entitled to terminate this Agreement pursuant to this Section 9.1(d) if, at the Termination Datetime of such termination, Seller is in breach of any representations, warranties, covenants or other agreements contained in this Agreement in a manner such that the conditions to Closing set forth in Section 8.1(a) or Section 8.1(b), as applicable, would not have been satisfied; (e) by Buyer if there shall have been a material breach of any representationor Seller in the event that by either Xxxxx or Seller, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior upon providing written notice to the earlier of other party, in the event that: (i) 20 Business Days following notice there shall be any Law that makes consummation of such breach and the Contemplated Transactions illegal or otherwise prohibited; or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the Termination Date; orContemplated Transactions as provided in Section 8.3, and such Order shall have become final and non-appealable. (f) by Albertson’s or Buyer Seller, if Seller is unable to obtain the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(brequisite prior consent of the holders of the Convertible Notes and/or perform its other obligations as required by Section 8.2(d), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Companies, the Company Shareholders, Parent and Buyerthe Merger Subs; (b) By Parent, if there has been a material breach of this Agreement on the part of either Company or either Company Shareholder with respect to any of their covenants, representations or warranties contained herein and such breach has not been cured by either Albertson’s the earlier of the Closing Date or Buyer within 10 business days after written notice thereof from Parent; (c) By the Companies or the Company Shareholders if there has been a material breach of this Agreement on the part of Parent with respect to any of its covenants, representations or warranties contained herein and such breach has not been cured by the earlier of the Closing Date or within 10 business days after written notice thereof from the Companies or the Company Shareholders, as the case may be; or (d) By Parent, the Companies or the Company Shareholders if, at or before the Closing, any conditions set forth herein for the benefit of Parent, the Companies or the Company Shareholders, as the case may be, (i) shall not have been timely met or (ii) shall have become impossible to satisfy; or (e) By Parent, the Companies or the Company Shareholders if: (i) the Closing shall not have been consummated occurred on or before September 22May 31, 2006 (1998 or such later date as may have been agreed upon in writing by the “Termination Date”)parties hereto; provided provided, that the right to terminate this Agreement pursuant to under this Section 12.01(bclause (i) shall not be available to the any party seeking to terminate if such party's breach of any action of such party representation, warranty or the failure of such party to perform any of its obligations under agreement contained in this Agreement required to be performed at or prior to the Closing has been the cause of, of or resulted in, in the failure of the Closing to occur on or before the Termination Date and such action date; (ii) there shall be a final nonappealable order of a federal or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) state court in effect preventing consummation of the Merger Agreement; Mergers; (ciii) by either Albertson’s or Buyer if there shall be any Lawaction taken, or any statute, rule, regulation or nonappealable final orderorder enacted, decree promulgated or judgment of issued or deemed applicable to the Mergers by any court governmental agency or governmental body having competent jurisdiction that entity which would make the consummation of the transactions contemplated hereby illegal Mergers illegal; or otherwise prohibited; (div) by Albertson’s if there shall have been be any action taken, or any statute, rule regulation or order enacted, promulgated or issued or deemed applicable to the Mergers by any governmental agency or entity, which would (A) prohibit Parent's ownership or operation of all or a material breach portion of any representationthe business of the Companies, warranty, covenant or agreement on the part compel Parent to dispose of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been or hold separate all or a material breach portion of any representationthe business or assets of the Companies or Parent as a result of the Mergers or (B) render Parent, warranty, covenant the Companies or agreement on the part of any Seller contained in this Agreement such that Company Shareholders unable to consummate the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedMergers. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give written notice of such termination to the other partyparties.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s and Buyer; either the Buyer or Parent (b) by either Albertson’s or Buyer if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall terminating Party is not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material then in breach of any representation, warranty, covenant or agreement on contained herein such that any condition to the part Closing in favor of the non-terminating Party set forth in Section 7.1, Section 7.2 or Section 7.3, as applicable, would not be satisfied) if the Closing shall not have occurred by December 21, 2016 (the “Outside Date”); (b) by the Buyer if Parent shall have breached any of the representations, warranties, covenants or agreements contained in this Agreement such that the any condition set forth in Section 10.03(a) 7.1 or Section 7.3 would not be satisfied and which shall satisfied; provided, that in either case (x) such breach is not have been cured by Parent within 30 Business Days after Parent receives written notice of such breach from the Buyer or is incapable of being cured prior to the earlier of (i) 20 Business Days following notice of such breach Outside Date and (iiy) the Termination Date; (eBuyer shall not be entitled to terminate this Agreement pursuant to this Section 8.1(b) by if the Buyer if there shall have been a material breach of has breached any representation, warranty, covenant or agreement on contained in this Agreement such that any condition to the part Closing set forth in Section 7.2 or Section 7.3 would not be satisfied; (c) by Parent if the Buyer shall have breached any of the representations, warranties, covenants or agreements contained in this Agreement such that any Seller condition set forth in Section 7.2 or Section 7.3 would not be satisfied; provided, that in either case (x) such breach is not cured by the Buyer within 30 Business Days after the Buyer receives written notice of such breach from Parent or is incapable of being cured prior to the Outside Date; and (y) Parent shall not be entitled to terminate this Agreement pursuant to this Section 8.1(c) if Parent has breached any representation, warranty, covenant or agreement contained in this Agreement such that the condition conditions to Closing set forth in Section 10.02(a) 7.1 or Section 7.3 would not be satisfied and which shall not have been cured prior to the earlier of satisfied; (d) by Parent (i) 20 Business Days following notice if all of such breach the conditions set forth in Section 7.1 and Section 7.3 (other than those conditions that by their nature are to be satisfied at the Closing, which conditions would have been satisfied if the Closing were to occur on the date of termination) have been satisfied, (ii) Parent has notified the Termination Date; orBuyer in writing that all conditions set forth in Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived and (iii) within three Business Days after Parent has delivered such written notice to the Buyer (or such longer period as necessary to satisfy the provisions of Section 6.12 if Parent has made a Disclosure Schedule Update), the Buyer does not consummate the Closing; (e) by either the Buyer or Parent if there shall be in effect a final, nonappealable Law or Order prohibiting, enjoining, restricting or making illegal the transactions contemplated by any of this Agreement; (f) by Albertson’s Parent if (i) the PRN PSA is terminated pursuant to the terms thereof prior to the consummation of the PRN Closing, or Buyer if (ii) the Merger Agreement is terminated. The party desiring to terminate DOJ or the United Kingdom Competition and Markets Authority (the “CMA”), as applicable, notifies or informs Parent or its Representatives that either the transactions contemplated by this Agreement pursuant or the Buyer is not acceptable to clauses 12.01(b)achieve clearance by the DOJ or the CMA, as applicable, of the transactions contemplated by the PRN PSA; or (c), (d), (eg) or (f) shall give notice of such termination at any time prior to the other partyClosing Date by mutual written agreement of the Buyer and Parent.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written agreement of Albertson’s Seller and BuyerPurchaser; (b) by either Albertson’s Seller or Buyer if Purchaser if: (i) the Closing shall not have been consummated on or before September 22, 2006 the one (1) year anniversary of the date of this Agreement (the “Termination Date”)) solely as a result of the failure of the condition set forth in Section 9.01(a) to be satisfied or waived; provided provided, however, that the right to terminate this Agreement pursuant to this Section 12.01(b10.01(b)(i) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, furtherhowever, that the right party seeking to terminate this Agreement pursuant to this Section 12.01(b10.01(b)(ii) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised complied with its termination right obligations under Section 8.1(c) of the Merger Agreement6.02; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s Seller if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer Purchaser contained in this Agreement such that the condition set forth in Section 10.03(a9.03(a) would not be satisfied satisfied, and which is not curable or, if curable, shall not have been cured prior to the earlier of (i) 20 twenty (20) Business Days following notice of such breach and (ii) the day that is five (5) Business Days prior to the Termination Date or Drop Dead Date, as applicable; provided, however, that Seller may not terminate this Agreement pursuant to this Section 10.01(c) if Seller is in material breach of this Agreement; (ed) by Buyer Purchaser if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a9.02(a) would not be satisfied satisfied, and which is not curable or, if curable, shall not have been cured prior to the earlier of (i) 20 twenty (20) Business Days following notice of such breach and (ii) the day that is five (5) Business Days prior to the Termination Date or Drop Dead Date, as applicable; provided, however, that Purchaser may not terminate this Agreement pursuant to this Section 10.01(d) if Purchaser is in material breach of this Agreement; or (fe) by Albertson’s either Seller or Buyer Purchaser if the Merger Closing shall not have been consummated on or before the date that is fifteen (15) months after the date of this Agreement is terminated. The party desiring (the “Drop Dead Date”); provided, however, that the right to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (fthis Section 10.01(e) shall give notice not be available to the party seeking to terminate if any action of such termination party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the other partyClosing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Drop Dead Date and such action or failure to perform constitutes a breach of this Agreement.

Grounds for Termination. This Agreement may be terminated shall terminate prior to the expiration of the term set forth in Section 2 or of any extension thereof in the event that at any time prior to during the Closing Dateterm or any extension thereof: (i) Executive shall die, or (ii) Executive shall become disabled in accordance with Section 8.c, or (iii) Executive has breached a provision of this Agreement; or (iv) Executive is terminated for “Cause,” which means (a) by mutual Executive’s violation of a specific written agreement direction from the Board of Albertson’s and Buyer; Directors of the Company or material breach of a provision of this Agreement or (b) by either AlbertsonExecutive’s failure or Buyer if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party refusal to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of duties in accordance with this Agreement; provided, furtherhowever, no termination shall be for cause under subsection (b) of this paragraph unless Executive shall have first received written notice from the Board of Directors of the Company advising Executive of the act or omission that constitutes cause and such act or omission continues after Executive’s receipt of such notice for a period of time (not to exceed 30 days) that would have allowed Executive to correct such act or omission; or (v) mutual agreement of the parties; or (vi) Executive is terminated “Without Cause” which means the Company may terminate Executive’s employment hereunder at any time without cause, provided, however, that Executive shall be entitled to severance pay in the right amount of two (2) years of Base Salary in addition to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall accrued but unpaid Base Salary and accrued vacation, less deductions required by law, but if, and only if, Executive executes a valid and comprehensive release of any and all claims that the Executive may have exercised its termination right under Section 8.1(c) of against the Merger Agreement;Company in a form provided by the Company and Executive executes such form; or (cvii) by either Albertson’s or Buyer if there Executive is terminated for “Good Reason”. If Executive terminates his employment with the Company for Good Reason (as hereinafter defined), he shall retain all vested stock options and be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make entitled to the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition severance benefits set forth in Section 10.03(a8(f). For purposes of this Agreement, “Good Reason” shall mean any of the following, (a) would not be satisfied relocation of the Company’s engineering offices where employee is required to work more than forty miles from the current location, without Executive’s concurrence; (b) any material breach by the Company of this Agreement; (c) a material change in the principal line of business of the Company, without Executive’s concurrence, or (d) any significant change in the Executive’s duties and which shall not have been cured prior responsibilities. Notwithstanding any termination of this Agreement, Executive, in consideration of his employment hereunder to the earlier of (i) 20 Business Days following notice date of such breach and (ii) termination, shall remain bound by the Termination Date; (e) by Buyer if there shall have been a material breach provisions of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior specifically relate to periods, activities or obligations upon or subsequent to the earlier termination of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by AlbertsonExecutive’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyemployment.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s Buyer or Buyer Seller upon written notice given to the other Party if the Closing shall not have been consummated taken place on or before the close of business on September 2214, 2006 2007 (or such later date as the Parties have agreed to in writing) (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 12.01(b8.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised any Party whose failure to fulfill any of its termination right under Section 8.1(c) obligations contained in this Agreement has been a material cause of the Merger Agreementfailure of the Closing to have occurred on or prior to the Termination Date; (c) by either Albertson’s or Buyer if there shall be any LawBuyer, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant of the covenants or agreement agreements or any of the representations or warranties on the part of Buyer contained in this Agreement such that the condition Seller set forth in Section 10.03(a) would not be satisfied and this Agreement, which shall not have been cured prior to the earlier of breach (i) 20 Business Days would give rise to the failure of the conditions set forth in Sections 6.01(a) or 6.01(b) hereof, (ii) cannot be or has not been cured within thirty (30) days following the receipt by Seller of notice of such breach from Buyer and (iiiii) the Termination Datehas not been waived by Buyer; (ed) by Buyer Seller, if there shall have been a material breach of any representation, warranty, covenant of the covenants or agreement agreements or any of the representations or warranties on the part of any Seller contained in this Agreement such that either of the condition Buyer Parties set forth in Section 10.02(a) would not be satisfied and this Agreement, which shall not have been cured prior to the earlier of breach (i) 20 Business Days would give rise to the failure of the conditions set forth in Sections 6.02(a) or 6.02(b) hereof, (ii) cannot be or has not been cured within thirty (30) days following the receipt by the Buyer Parties of notice of such breach from Seller and (iiiii) has not been waived by Seller; (e) by Buyer, if there shall have occurred a Material Adverse Effect which cannot be or has not been cured within thirty (30) days following the receipt by Seller of notice thereof from Buyer; (f) by Seller, if there shall have occurred a Buyer Material Adverse Effect which cannot be or has not been cured within thirty (30) days following the receipt by Buyer of notice thereof from Seller; (g) by any Party if the waiting period (or any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall not have expired or been terminated prior to the Termination Date; or (fh) by Albertson’s any Party, if any Applicable Law shall be enacted or Buyer become applicable that makes the transactions contemplated hereby or the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited, or if any judgment, injunction, order or decree enjoining either Party hereto from consummating the Merger Agreement transactions contemplated hereby is terminatedentered, and such judgment, injunction, order or decree shall become final and nonappealable. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), b) through (d), (e) or (fh) shall give notice of such termination deliver to the other partyParties a written notice stating that such Party is terminating the Agreement and setting forth a brief description of the basis on which such Party is terminating this Agreement.

Grounds for Termination. This Agreement may be terminated as between the Parties: (a) at any time prior to the occurrence of the Closing Date: (a) by the mutual written agreement consent of Albertson’s the Seller and Buyerthe Purchaser; (b) by either Albertson’s the Seller or Buyer the Purchaser if the Closing shall not have been consummated on or before September 22July 31, 2006 2024 or such other date as may be agreed by the Seller and the Purchaser in writing (the “Termination Long Stop Date”), provided, however, that the Seller or the Purchaser, as applicable, shall not be entitled to terminate this Agreement pursuant to this Section 8.1(b) if, (i) with respect to the termination right of the Seller, the Seller, or (ii) with respect to the termination right of the Purchaser, the Purchaser, has breached this Agreement and such breach has resulted in the Closing not having been consummated on or before the Long Stop Date; provided and (c) by the Seller or the Purchaser if there has been a material misrepresentation or material breach of a representation, warranty, covenant or agreement contained in this Agreement on the part of the Purchaser (in case of termination by a Seller) or a Seller (in case of termination by the Purchaser), and such breach is not curable or, if curable, has not been cured within thirty (30) days after the delivery of notice of breach by the non-breaching Party, provided, however that the right to terminate this Agreement pursuant to this Section 12.01(b8.1(c) shall not be available to the party seeking to terminate if any action of such party Seller or the failure of Purchaser (as the case may be), if such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a Party is then in material breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Sellers and BuyerParent; (b) by either Albertson’s any Seller or Buyer Parent if the Closing shall not have been consummated on or before September 22March 15, 2006 2010 (the “Termination End Date”); provided that the if either party exercises its right to terminate this Agreement designate a Deferred Delivery Date (as defined in the Transaction Agreement) pursuant to this Section 12.01(b2.06(a)(ii) shall of the Transaction Agreement and the Adjustment Determination Date (as defined in the Transaction Agreement) does not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed occur at or least 10 Business Days prior to the Closing has been the cause of, or resulted inEnd Date, the failure of End Date shall automatically be extended until the Closing to occur on or before date that is 10 Business Days after the Termination Date and such action or failure to perform constitutes a breach of this AgreementAdjustment Determination Date; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b10.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) any party whose breach of any provision of this Agreement results in the failure of the Merger Agreementconsummation of the Closing to occur by such time; (c) by either Albertson’s any Seller or Buyer Parent if the Transaction Agreement has been terminated; (d) by either any Seller or Parent if there shall be any Law, regulation Applicable Law that makes consummation of the transactions contemplated by this Agreement or the Transaction Agreement illegal or otherwise prohibited or if consummation of the transactions contemplated hereby or thereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction jurisdiction; provided that would make the consummation right to terminate this Agreement pursuant to this Section 10.01(d) shall not be available to any party whose failure to comply in any material respect with any provision of this Agreement has been the transactions contemplated hereby illegal direct cause of, or otherwise prohibitedresulted directly in, such action; (de) by Albertson’s Parent if there shall have been a material breach by any Seller of any representation, warranty, covenant of the covenants or agreement agreements or any of the representations or warranties set forth in this Agreement on the part of Buyer contained such Seller, which breach would, individually or in this Agreement such that the condition aggregate, result in, if occurring or continuing on the Closing, the failure of the conditions set forth in Section 10.03(a8.02(a) would and which breach has not been cured within 30 days following written notice thereof to the Sellers or, by its nature, cannot be satisfied and which cured within such time period; provided that, at the time of the delivery of such notice, Parent or Purchaser shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a be in material breach of any representation, warranty, covenant its or agreement on the part of any Seller contained in their obligations under this Agreement such that or the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination DateTransaction Agreement; or (f) by Albertson’s any Seller if there shall have been a breach by Parent or Buyer Purchaser of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement or the Transaction Agreement on the part of Parent or Purchaser, which breach would, individually or in the aggregate, result in, if occurring or continuing on the Merger Closing, the failure of the conditions set forth in Section 8.03(a) and which breach has not been cured within 30 days following written notice thereof to Parent or, by its nature, cannot be cured within such time period; provided that, at the time of the delivery of such notice, neither the Company nor any Seller shall be in material breach of its or their obligations under this Agreement is terminatedor the Transaction Agreement. The party desiring to terminate this Agreement pursuant to clauses 12.01(bthis Section 10.01 (other than pursuant to Section 10.01(a), (c), (d), (e) or (f) shall give notice of such termination to the other partyparty(ies).

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s and Buyerall of the parties hereto; (b) by either Albertson’s Parent or Buyer Microsoft at any time by written notice if there shall have been (1) any one or more material inaccuracies or material misrepresentations in or material breaches of the representations or warranties made by another party hereto contained herein which have had or, if not cured prior to the Closing shall not have been consummated on Date, could be reasonably expected to have, a Material Adverse Affect when taken into account with all other uncured inaccuracies or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action misrepresentations in or breaches of such representations or warranties or (2) a failure by another party or the failure of such party hereto to perform and satisfy in any material respect and in a timely fashion any of its obligations under this Agreement required to be performed at and satisfied on or prior to the Closing has been the cause ofDate, or resulted ina failure by such party to perform and satisfy any other obligations under this Agreement if the aggregate of all such other failures shall be material; PROVIDED, HOWEVER, that a termination pursuant to this SECTION 9.01(b) shall become effective (i) fifteen (15) days after notice with respect to a misrepresentation or breach that is not capable of being cured on or prior to the failure Closing Date is given, or (ii) immediately prior to the Closing with respect to a misrepresentation or breach that is capable of being cured, but is not cured, on or immediately prior to the Closing Date; (c) by Parent or Microsoft if any Federal, state or foreign law or regulation thereunder shall hereafter be enacted or become applicable that makes the transactions contemplated hereby or the consummation of the Closing to occur on illegal or before otherwise prohibited, or if any judgment, injunction, order or decree enjoining either party hereto from consummating the Termination Date transactions contemplated hereby is entered, and such action judgment, injunction, order or failure to perform constitutes decree shall become final and nonappealable; and (d) by Parent or Microsoft, if the Closing shall not have been consummated by November 1, 1999 or, only if a breach of this AgreementGovernmental Authority has made a second request for information under the XXX Xxx, Xxxxxxx 0, 0000 (xxx "OUTSIDE DATE"); providedPROVIDED, furtherHOWEVER, that the right to neither Parent or Microsoft may terminate this Agreement pursuant to this Section 12.01(bSECTION 9.01(d) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which Closing shall not have been cured prior to consummated within such time period by reason of the earlier of (i) 20 Business Days following notice failure of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a party or any of its Affiliates to perform in all material breach respects any of any representation, warranty, covenant its or agreement on the part of any Seller their respective covenants or agreements contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyAgreement.

Grounds for Termination. This Agreement may be terminated at any time prior to before the Closing DateClosing: (a) by mutual written agreement of Albertson’s EMR Holdings and BuyerIssuer; (b) by either Albertson’s EMR Holdings or Buyer Issuer if the Closing shall has not have been consummated on or before September 22occurred by December 31, 2006 2024 (the “Termination DateClosing Deadline”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, furtherhowever, that the right to terminate this Agreement pursuant to under this Section 12.01(b6.1(b) shall will not be available to Albertson(i) EMR Holdings if EMR Holdings’ or Xxxxxxx’x breach or failure to fulfill any obligation under this Agreement primarily resulted in the failure to consummate the Closing and (ii) Issuer if Issuer’s if neither Albertsonor the Partnership’s nor SUPERVALU shall have exercised its termination right breach or failure to fulfill any obligation under Section 8.1(c) of this Agreement primarily resulted in the Merger Agreementfailure to consummate the Closing; (c) by either Albertson’s or Buyer Issuer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal representations or otherwise prohibited; (d) by Albertson’s warranties of Emerson or EMR Holdings set forth in Section 3.1 are not accurate, or if there shall have been a material breach of EMR Holdings or Emerson has failed to perform any representation, warranty, covenant or agreement on the part of Buyer contained EMR Holdings or Emerson set forth in this Agreement (including an obligation to consummate the Closing), in each case such that the condition conditions to the Closing set forth in either Section 5.1 or Section 5.2 would not be satisfied as of the Closing and the breach or breaches causing such representations or warranties not to be accurate, or the failures to perform any covenant or agreement, as applicable, are not cured within thirty (30) Business Days after written notice thereof is delivered to EMR Holdings or Emerson; provided that neither Issuer nor the Partnership is then in material breach of this Agreement; or (d) by EMR Holdings if any of the representations or warranties of Issuer set forth in Section 10.03(a) would 3.2 are not be satisfied and which shall not have been cured prior accurate, or if Issuer has failed to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of perform any representation, warranty, covenant or agreement on the part of any Seller contained Issuer set forth in this Agreement (including an obligation to consummate the Closing), in each case such that the condition conditions to the Closing set forth in either Section 10.02(a) 5.1 or Section 5.3 would not be satisfied as of the Closing and which shall the breach or breaches causing such representations or warranties not have been to be accurate, or the failures to perform any covenant or agreement, as applicable, are not cured prior to the earlier of within thirty (i30) 20 Business Days following after written notice thereof is delivered to Issuer or the Partnership; provided that neither EMR Holdings nor Emerson is then in material breach of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedthis Agreement. The party desiring to terminate Party terminating this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall this Section 6.1 will give written notice of such the termination to the other partyParty.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Stockholders’ Representative and BuyerParent; (b) by either Albertson’s Thermo or Buyer Parent if the Closing shall not have been consummated on or before September 22August 31, 2006 2018 (such date, as it may be extended by the second proviso below, the “Termination End Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b9.01(b) shall not be available to Parent, if Parent’s or Merger Sub’s, or to Thermo, if the party seeking to terminate if Stockholders’ Representative’s or Thermo’s breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing to occur on or before the Termination Date and by such action or failure to perform constitutes a breach of this Agreementdate; provided, further, that if on August 31, 2018, any of the right conditions set forth in Article 7 are not satisfied due solely to terminate this Agreement pursuant any Required Governmental Approvals, any third party consents referred to this Section 12.01(bin Sections 7.01(d) shall or 7.02(b) or the Requisite Parent Vote not having been obtained, and all of the other conditions set forth in Article 7 are satisfied (other than the Closing Date Conditions, provided that the Closing Date Conditions would reasonably be available expected to Albertson’s be satisfied at Closing if neither Albertson’s nor SUPERVALU Closing were to occur on August 31, 2018), then either Thermo or Parent shall have exercised the right, in its termination right under Section 8.1(csole discretion, by providing written notice to the other, to extend the date referred to above in this clause (b) of the Merger Agreementby up to 60 days; (c) by either Albertson’s Thermo or Buyer Parent if there shall be any Law, regulation Applicable Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s either Thermo or Parent if there shall have has been a material misrepresentation or breach of any representation, warranty, warranty or breach of covenant or other agreement on the part of Buyer contained set forth in this Agreement such by Parent or Merger Sub (in the case of termination by Thermo) or by Thermo (in the case of termination by Parent) that would cause the condition set forth in Section 10.03(a7.03(a) would or Section 7.03(b) (in the case of termination by Thermo) or Section 7.02(a) or Section 7.02(c) (in the case of termination by Parent) not to be satisfied satisfied, and which shall not have been cured prior to the earlier of either (i) 20 Business Days following notice of such breach and (iiA) the Termination relevant party has not cured such misrepresentation or breach within 30 days of receiving written notice thereof, or (B) such condition is incapable of being satisfied by the End Date; (e) by Buyer Parent at any time, including, to the extent permitted by Law, after the Requisite Parent Vote, if there shall have a Conditional Proposal has been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such received that the condition set forth Parent Board, or if within its authority, the Special Committee of Parent has deemed to be a Superior Proposal and either a Parent Adverse Recommendation Change has occurred or Parent (or any of its Subsidiaries) has been authorized to enter into an Acquisition Agreement with respect to a Conditional Proposal, provided in each case Section 10.02(a) would not be satisfied and which shall not have 5.07 has been cured prior complied with before such Parent Adverse Recommendation Change or authorization to the earlier of (i) 20 Business Days following notice of enter into an Acquisition Agreement with respect to such breach and (ii) the Termination DateConditional Proposal; or (f) by Albertson’s or Buyer Thermo if the Merger Agreement is terminateda Parent Adverse Recommendation Change has occurred. The party desiring to terminate this Agreement pursuant to clauses 12.01(bSection 9.01(b), (cSection 9.01(c), (dSection 9.01(d), (eSection 9.01(e) or (fSection 9.01(f) shall give notice of such termination to the other party.