Common use of Grounds for Termination Clause in Contracts

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing Date: (a) By the mutual written agreement of Buyer and Seller; (b) By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing Date: (a) By the mutual written agreement of Buyer and Seller; (b) By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer Seller and SellerBuyer; (b) By by either Seller or Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or 22, 2010 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 11.01(b) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such other date, if any, as Buyer and Seller shall agree upon in writing; ortime; (ec) By by either Seller or Buyer or Seller if the consummation of the transactions contemplated hereby or by the Joint Operating Agreement or the Transition Services Agreement would violate any nonappealable final order, decree or judgment of any court or Governmental Body Authority having competent jurisdiction enjoiningjurisdiction; or (d) by Seller, restraining in order for Seller or otherwise preventingany of its subsidiaries to enter into definitive documentation concerning a Superior Proposal provided that (x) Seller and the Selling Subsidiaries have complied and are in compliance in all material respect with the terms and conditions of this Agreement, or awarding substantial damages including Section 5.04 and (y) in connection withwith such termination, or imposing a material adverse condition upon, Seller pays the consummation of Termination Fee payable pursuant to Section 13.03(a). The party desiring to terminate this Agreement or the transactions contemplated hereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to 11.01 shall give notice of such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such partyother parties.

Grounds for Termination. This Agreement may be terminated by written notice of termination at any time prior to before the Final Closing Date:Effective Date (whether before or after action by stockholders of Purchaser or UTS): (a) By by mutual consent of the mutual written agreement of Buyer and Sellerparties hereto; (b) By Buyer by UTS, upon written notice to Purchaser given at any time (i) if any of the conditions representations and warranties of Purchaser contained in section 6 hereof was materially incorrect when made, or (ii) in the event of a material breach or material failure by Purchaser of any covenant or agreement of Purchaser 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 Purchaser, and which inaccuracy, breach, or failure, if continued to the Effective Date, would result in any condition set forth in Section 7.1 section 4 hereof shall have become incapable of fulfillment and shall not have been waived by Buyerbeing satisfied; (c) By Seller by Purchaser, upon written notice to UTS given at any time (i) if any of the conditions representations and warranties of UTS contained in section 8 hereof was materially incorrect when made, or (ii) in the event of a material breach or material failure by UTS of any covenant or agreement of UTS 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 UTS, and which inaccuracy, breach, or failure, if continued to the Effective Date, would result in any condition set forth in Section 7.2 section 5 hereof shall have become incapable of fulfillment and shall not have been waived by Seller;being satisfied. (d) By by either party by UTS or Purchaser upon written notice thereof given to the other, other if the Final Closing contemplated hereby shareholders of either UTS or Purchaser shall not have been consummated voted on or before 31 December 2009 or and failed to adopt this Agreement, at the meeting of such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to shareholders called for such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such partypurpose.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing Date: (a) By the mutual written agreement of Buyer Seller and SellerPurchaser; (b) By Buyer Purchaser if any of the conditions set forth in Section 7.1 8.1 hereof shall have become incapable of fulfillment and shall not have been waived by BuyerPurchaser; (c) By Seller if any of the conditions set forth in Section 7.2 9.2 hereof shall have become been incapable of fulfillment and shall not have been waived by Seller; (d) By either party Seller or Purchaser by written notice thereof to the other, other if the Final Closing transactions contemplated hereby shall not have been consummated on or before 31 December 2009 February 15, 2002, or such other date, if any, as Buyer Seller and Seller Purchaser shall agree upon in writing; or (e) By Buyer Seller or Seller Purchaser if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body Government Authority having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 9.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party or the breach of warranty of such party.

Grounds for Termination. This Agreement may be terminated and the transactions contemplated herein may be abandoned at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer Limited Brands and SellerBuyer; (b) By by either Limited Brands or Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 July 6, 2007 (the “Termination Date”); provided that neither of the parties may terminate this Agreement pursuant to this clause if the Closing shall not have been consummated by the Termination Date by reason of the failure of such party or such any of its Affiliates to perform in all material respects any of its or their respective covenants or agreements contained in this Agreement; (c) by either Buyer, on the one hand, or Limited Brands, on the other datehand, if any, as Buyer a material breach of any provision of this Agreement has been committed by the other party or any of its Affiliates and Seller shall agree upon in writingsuch breach is not capable of being satisfied or cured by the Termination Date; or (ed) By by either Limited Brands or Buyer or Seller if the 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 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; provided, however, that a jurisdiction. The party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking desiring to terminate this Agreement pursuant to perform or observe in any material respect any Section 13.01(b)-(d) shall give notice of such termination to the covenants or agreements set forth herein to be performed or observed by such other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer VE and SellerVI; (b) By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by VE or VI, upon written notice thereof by the terminating party to the otherother party, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 August 2, 2016, or such later date as mutually agreed upon in writing between VI and VE (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such time; provided, further, that if on the Termination Date, all of the conditions set forth in Article VII are satisfied or waived (other datethan those conditions that by their nature are to be satisfied at the Closing) and the Marketing Period has not yet commenced, or has commenced but not ended, then either party may elect, by notice to the other party, to extend the Termination Date until the thirtieth (30th) day immediately following the final day of the Marketing Period (or, if anylater, as Buyer and Seller shall agree upon in writingthe date resulting from the application of the proviso at the very end of Section 2.3); or (ec) By Buyer by either VE or Seller VI, if a court of competent jurisdiction or other Governmental Authority shall have enacted, entered or promulgated or enforced any Law or issued a non-appealable final Governmental Order or taken any other non-appealable final action, in each case, having the consummation effect of permanently restraining, enjoining or otherwise prohibiting the Closing and the transactions contemplated hereby would violate (any nonappealable final orderof the foregoing, decree or judgment of any court or Governmental Body having competent jurisdiction 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“Legal Restraint”); provided, however, that a party shall not be allowed the right to exercise any right of termination terminate this Agreement pursuant to this Section 8.1 if the event giving rise 8.1(c) shall not be available to such termination right shall be due to the negligent or willful failure any party whose breach of the party seeking to terminate any provision of this Agreement to perform or observe results in any material respect any of the covenants or agreements set forth herein to be performed or observed by such partyLegal Restraint.

Grounds for Termination. This Agreement may be terminated and the transactions contemplated herein may be abandoned at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer Seller and SellerBuyer; (b) By by either Seller or Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 September 30, 2001 (the "Termination Date"); provided, however, that neither of the parties may terminate this Agreement pursuant to this clause if the Closing shall not have been consummated by the Termination Date by reason of the failure of such party or such any of its Affiliates to perform in all material respects any of its or their respective covenants or agreements contained in this Agreement; (c) by either Buyer, on the one hand, or Seller, on the other datehand, if any, as Buyer a material breach of any provision of this Agreement has been committed by the other party or any of its Affiliates and Seller shall agree upon in writingsuch breach is not capable of being satisfied or cured by the Termination Date; or (ed) By by either Seller or Buyer or Seller if the 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 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; provided, however, that a jurisdiction. The party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking desiring to terminate this Agreement pursuant to perform or observe in any material respect any clauses 12.01(b)-(d) shall give notice of such termination to the covenants or agreements set forth herein to be performed or observed by such other party.

Grounds for Termination. This Agreement may be terminated at any time prior to each Closing and only for the Final Closing Dateremainder of Shares not already delivered and paid for pursuant to the Agreement: (a) By the mutual written agreement of the Buyer and Sellerthe Company; (b) By the Buyer if any of the conditions set forth in Section 7.1 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by the Buyer; (c) By Seller the Company if any of the conditions set forth in Section 7.2 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by Sellerthe Company; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller the Company if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. This Agreement may be terminated as between the Parties: (a) at any time prior to the Final occurrence of the Closing Date: (a) By by the mutual written agreement consent of Buyer the Sellers, on one hand, and Sellerthe Purchaser, on the other hand; (b) By Buyer if any of by the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; Sellers (cacting collectively) By Seller if any of or the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, Purchaser if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 June 30, 2024 or such other datedate as may be agreed by the Sellers and the Purchaser in writing (the “Long Stop Date”), if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party the Sellers or the Purchaser, as applicable, shall not be allowed entitled to exercise any right of termination terminate this Agreement pursuant to this Section 8.1 if 8.1(b) if, (i) with respect to the event giving rise to such termination right shall be due of the Sellers, any Seller, or (ii) with respect to the negligent or willful failure termination right of the party seeking 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; and (c) by any 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 perform this Section 8.1(c) shall not be available to a Seller or observe the Purchaser (as the case may be), if such Party is then in any material respect any breach of the covenants or agreements set forth herein to be performed or observed by such partythis Agreement.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing Date: (a) By the mutual written agreement of Buyer and Sellerthe Seller Parties; (b) By Buyer if any of the conditions set forth in Section 7.1 8.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By the Seller Parties if any of the conditions set forth in Section 7.2 8.2 hereof shall have become incapable of fulfillment and shall not have been waived by Sellerthe Seller Parties; (d) By either party Buyer, on the one hand, or the Seller Parties, on the other hand, by written notice thereof to the other, if the Final Closing transactions contemplated hereby shall not have been consummated on or before 31 December 2009 October 31, 2007, or such other date, if any, as Buyer and the Seller Parties shall agree upon in writing; or (e) By Buyer Buyer, on the one hand, or the Seller Parties, on the other hand, if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 9.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer Sellers and SellerBuyer; (b) By by either Sellers or Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date31, if any, as Buyer and Seller shall agree upon in writing; or2002; (ec) By by either Sellers or Buyer if there shall be any law or Seller regulation that makes the consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the 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 enjoiningjurisdiction; (d) by Buyer if (i) there is the entry of an order, restraining which has not been withdrawn, dismissed or otherwise preventingreversed dismissing the Bankruptcy Case or converting the Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code, (ii) Sellers file a motion, application or awarding substantial damages in connection with, other petition to effect or imposing a material adverse condition upon, consent to the consummation foregoing or (iii) there is an Event of this Agreement or Default under the transactions contemplated hereby; provided, however, that a party New DIP Loan; (e) by Buyer if the Sale Order shall not be allowed have been entered on or prior to exercise any right of termination pursuant to this Section 8.1 December 6, 2002; (f) if the event giving rise to such termination right Bankruptcy Court shall be due to have approved the negligent sale of any or willful failure all of the Purchased Assets to a Person other than Buyer; and (g) by Buyer if the Sales Procedure Order shall not have been entered on or prior to November 20, 2002. The party seeking desiring to terminate this Agreement pursuant to perform clauses (b), (c), (d), (e), (f), or observe in any material respect any (g) shall give notice of such termination to the covenants or agreements set forth herein to be performed or observed by such partyother parties.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer each Seller and SellerBuyer; (b) By by either Sellers owning a majority of the Seller Shares or Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; orthe date which is 60 days after the date hereof; (ec) By by either Sellers owning a majority of the Seller Shares or Buyer if there shall be any law or Seller regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the 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 enjoiningjurisdiction; or (d) by Sellers owning a majority of the Seller Shares or by Buyer, restraining or otherwise preventing, or awarding substantial damages in connection with, or imposing if there has been a material adverse condition upon, misrepresentation or breach of warranty on the consummation part of this Agreement or Buyer (in the transactions contemplated hereby; provided, however, that a party shall not be allowed to exercise any right case of termination pursuant to this Section 8.1 if by such Sellers) or by Sellers (in the event giving rise case of termination by Buyer) in the representations and warranties contained herein; or any condition to such termination right shall be due to the negligent or willful failure party's obligations hereunder becomes incapable of the fulfillment through no fault of such party seeking and is not waived by such party. The party desiring to terminate this Agreement shall give written notice of such termination to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such each other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing Date: (a) By the mutual written agreement of Buyer and Seller; (b) By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing transactions contemplated hereby shall not have been consummated on or before 31 December 2009 November 30, 2005, or such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (ai) By the by mutual written agreement of Buyer Visteon and Sellerthe Company; (bii) By Buyer if any of by either Visteon or the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, Company if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 31, 2005 (the "OUTSIDE DATE"); provided that the right to terminate the Agreement pursuant to this clause (ii) shall not be available to any party whose material breach of any of its obligations under this Agreement primarily contributes to the failure of the Closing to be consummated by such date (unless both parties are in material breach of their respective obligations under this Agreement); (iii) by either Visteon or such other datethe Company, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer any applicable law or Seller regulation makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body Authority having competent jurisdiction enjoining, restraining jurisdiction; or (iv) by the Company if Visteon shall have breached 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement failed to perform or observe in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) is incapable of being cured by Visteon prior to the covenants Outside Date or agreements is not cured by the earlier of (x) 30 Business Days following written notice to Visteon by the Company of such breach and (y) the Outside Date and (B) if not cured would result in a failure of any condition set forth herein in Section 7.02(a). The party desiring to be performed terminate this Agreement pursuant to clauses (ii), (iii) or observed by (iv) shall give notice of such termination to the other party.

Grounds for Termination. (a) This Agreement may be terminated at any time prior to the Final Closing Datetime: (ai) By the mutual written agreement of Buyer the Authority and SellerPurchaser; (b) By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (dii) By either party by written notice thereof to the other, Authority or Purchaser if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation of the transactions contemplated hereby herein would violate any nonappealable final order, decree or judgment of any court or Governmental Body Authority having competent jurisdiction enjoining, restraining which the parties have used commercially reasonable efforts to oppose and cause to be dismissed; (iii) By either the Authority or otherwise preventing, or awarding substantial damages Purchaser if such other party is then in connection with, or imposing a material adverse condition upon, the consummation breach of this Agreement or Agreement, and the transactions contemplated herebyterminating party is not then in material breach of this Agreement; provided, howeverthat, that the Authority's sole remedy for Purchaser's failure to purchase Option Shares in accordance with this Agreement after a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right given Exercise Date shall be due as set forth in Section 1.02(c) hereof; (iv) By the Authority to the negligent extent the Option has not been exercised in full on or willful failure of prior to the Expiration Date; or (v) By any party ninety-one (91) days after the Expiration Date; provided, that, the party seeking terminating this Agreement is not then in material breach of this Agreement. The party desiring to terminate this Agreement shall give notice of such termination to perform or observe the other parties. (b) Notwithstanding anything to the contrary contained herein, in the event that any material respect any condition to a Closing set forth in Section 5.01 shall not have been obtained by the third anniversary of the covenants date hereof, Purchaser's (or agreements set forth herein the Minority Shareholder's) right to be performed or observed by such party.acquire any Option Shares with

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing Date: (a) By the mutual written agreement of Buyer Seller and SellerPurchaser; (b) By Buyer Purchaser if any of the conditions set forth in Section 7.1 8.1 hereof shall have become incapable of fulfillment and shall not have been waived by BuyerPurchaser; (c) By Seller if any of the conditions set forth in Section 7.2 9.2 hereof shall have become been incapable of fulfillment and shall not have been waived by Seller; (d) By either party Seller or Purchaser by written notice thereof to the other, other if the Final Closing transactions contemplated hereby shall not have been consummated on or before 31 December 2009 September 8th 27, 1999, or such other date, if any, as Buyer Seller and Seller Purchaser shall agree upon in writing; or (e) By Buyer Seller or Seller Purchaser if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body Government Authority having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 9.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party or the breach of warranty of such party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer Seller and SellerBuyer; (b) By by either Seller or Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or the six month anniversary of the date of this Agreement; provided that the right to terminate this Agreement pursuant to this Section 13.1(b) shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such other date, if any, as Buyer and Seller shall agree upon in writing; or; (ec) By by either Seller or Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable non-appealable final order, decree or judgment of any court or Governmental Body Authority having competent jurisdiction enjoiningjurisdiction; or (d) by either Party if (i) there has been a violation or breach by the other Party of any covenant, restraining representation or otherwise preventingwarranty contained in this Agreement (which has not been waived in writing by the non-breaching Party), (ii) such violation or awarding substantial damages breach is not capable of being cured by the date set forth in connection withSection 13.1(b) or, after receipt by the breaching Party of a written notice of such violation or imposing a material adverse condition uponbreach by the non-breaching Party, the consummation of this Agreement breaching Party does not use commercially reasonable efforts to cure such violation or the transactions contemplated hereby; provided, however, that breach as promptly as reasonably practicable and (iii) such violation or breach would result in a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking conditions set forth in Article 11 being satisfied (other than conditions that by their nature are to be (and will be) satisfied or waived at Closing). The Party desiring to terminate this Agreement pursuant to perform Section 13.1(b) or observe in any material respect any Section 13.1(c) shall give written notice of such termination to the covenants or agreements set forth herein to be performed or observed by such partyother Party.

Grounds for Termination. This Agreement may be terminated at any time prior to before the Final Closing DateEffective Time as follows: (ai) By the mutual written agreement consent of Buyer each of UniverCell and SellerRecall at any time; (bii) By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party UniverCell or Recall by written notice thereof to the other, if the Final Closing Transactions contemplated hereby shall not have been consummated on or before 31 December 2009 or September 30, 2005, unless such other date, if any, as Buyer date is extended by the mutual written consent of UniverCell and Seller shall agree upon in writingRecall; or (eiii) By Buyer either UniverCell on the one hand or Seller if Recall on the consummation other hand by written notice to the other if: (a) the representations and warranties of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party other Party shall not be allowed true and correct in all material respects at and as of the date when made (except to exercise the extent such representations and warranties speak of an earlier date), or shall not be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties speak of an earlier date) as though made on and as of such date, (b) the other Party shall (and the terminating party shall not) have failed to perform and comply with, in all material respects, all agreements, covenants and conditions hereby required to have been performed or complied with by such party prior to the time of such termination, and such failure shall not have been cured within five (5) days following notice of such failure, or (c) any right event, fact or condition shall occur or exist that otherwise shall have made it impossible to satisfy a condition precedent to the terminating party’s obligations to consummate the Transactions contemplated by this Agreement, unless the occurrence or existence of termination pursuant to this Section 8.1 if the event giving rise to such termination right event, fact or condition shall be due to the negligent or willful failure of the terminating party seeking to terminate this Agreement to perform or observe in any material respect comply with any of the agreements, covenants or agreements set forth herein conditions hereof to be performed or observed complied with by such partyparty prior to the Closing.

Grounds for Termination. This Agreement may be terminated and the transaction contemplated herein abandoned at any time prior to the Final Closing DateClosing: (ai) By the mutual written agreement of Buyer and Sellerthe parties; (bii) By Buyer Seller, if any of the conditions set forth in Section 7.1 hereof Paragraph 13(b) shall have become incapable of fulfillment prior to the Closing Date through no fault of Seller and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and same shall not have been waived by Seller; (diii) By either party by written notice thereof Purchaser, if any of the conditions set forth in Paragraph 13(a) shall have become incapable of fulfillment prior to the other, if Closing Date through no fault of Purchaser and the Final Closing contemplated hereby same shall not have been consummated on waived by Purchaser; (iv) By either Seller or before 31 December 2009 Purchaser in the event of a material breach by the other party of its obligations hereunder; (v) By either Seller or such other datePurchaser if through no fault of the terminating party, if any, as Buyer and the Closing has not occurred by the Closing Date specified in Paragraph 3; (vi) By Purchaser upon Purchaser’s receipt of written notification from Seller shall agree upon in writingof any fact which would materially change any of the representations or warranties of Seller or Operator herein; or (evii) By Buyer Purchaser for any reason at any time on or Seller if before the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such partyDue Diligence Termination Deadline.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing Date: (a) By the mutual written agreement of Buyer and Sellerthe Sellers; (b) By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller the Sellers if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 31, 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller the Sellers if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. This Agreement and the rights and obligations of the parties hereunder may be terminated at any time prior to the Final Closing Date: (a) By the mutual written agreement of Buyer and Seller; (b) By Buyer if under any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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 herebyfollowing circumstances; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 9.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the such party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party: (a) by the mutual written agreement of Seller and Purchaser; (b) by either Seller or Purchaser, upon written notice thereof to the other party if the Closing shall not have occurred on or before January 1, 1999; (c) by either Seller or Purchaser, by written notice thereof to the other party if the consummation of the transactions contemplated hereby would violate any non-appealable final order, decree or judgment of any Governmental Authority having competent jurisdiction enjoining, restraining or otherwise preventing the Closing; (d) by either Seller or Purchaser, by written notice thereof to the other party if the Exchange Agreement shall have been terminated in accordance with its terms; or (e) subject to Section 6.4, by Purchaser if and so long as the Company is entitled to terminate the Exchange Agreement in accordance with Section 4.01(d) (and Section 5.03) or 4.01(e) thereof.

Grounds for Termination. This Agreement and the rights and obligations of the Parties may be terminated at any time prior to the Final Closing DateClosing: (a) By by the mutual written agreement of Buyer and Sellerthe Parties; (b) By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party Party, by written notice thereof to the other, other Party if the Final Closing contemplated hereby shall not have been consummated occurred on or before 31 December 2009 or such other date12:00 midnight, if anyCentral Daylight Time, as Buyer and Seller shall agree upon in writing; oron July 31, 1998; (ec) By Buyer or Seller by either Party, if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body Entity having competent jurisdiction enjoining, restraining or otherwise preventing, or awarding substantial damages to third parties in connection with, Closing; or (d) by either Party, by written notice thereof to the other Party, if Forest shall not have received evidence reasonably satisfactory to it by 5 p.m., Mountain Daylight Time, on April 15, 1998, that the Cash Amount will not be subject to any Encumbrances in favor of the creditors of AREC and that Forest will, following Closing, have the unrestricted right to withdraw such funds from AREC without violating any covenants or imposing a material adverse condition uponobligations owed by AREC to the creditors of AREC or otherwise arising under the AREC Credit Facilities; provided, however, that neither Party shall have the consummation of right to terminate this Agreement or pursuant to this Section 9.01(d) after the transactions contemplated herebydate on which Forest receives such evidence; provided, however, that a party Party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 9.01 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement such Party to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such partyParty.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing Date: (a) By the mutual written agreement of Buyer each of Purchaser and Seller; (b) By Buyer Seller if any it shall have determined in good faith that one or more of the conditions set forth in Section 7.1 hereof shall have become incapable 6.2 cannot be fulfilled as a result of fulfillment and shall not have been waived by Buyeran occurrence or event beyond the control of Seller; (c) By Seller Purchaser if any it shall have determined in good faith that one or more of the conditions set forth in Section 7.2 hereof shall have become incapable 6.1 cannot be fulfilled as a result of fulfillment and shall not have been waived by Selleran occurrence or event beyond the control of Purchaser; (d) By either party Purchaser or Seller if any permanent injunction or Judgment by written notice thereof to any Governmental Authority of competent jurisdiction enjoining, denying approval of or otherwise prohibiting consummation of any of the other, if transactions contemplated by the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer Agreement becomes final and Seller shall agree upon in writingnonappealable; or (e) By Buyer either Purchaser or Seller if the consummation Closing shall not have occurred on or prior to June 30, 2002, provided that such date shall be postponed by no more than sixty (60) days by an involuntary bankruptcy of Seller that is subsequently stayed or dismissed (as extended from time to time in accordance herewith, the "Outside Date"); and provided further that the failure of the transactions contemplated hereby would violate any nonappealable final orderClosing to occur on or before such date is not the result of the breach of the covenants, decree agreements, representations or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure warranties of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such partytermination.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer and Sellerall of the parties hereto; (b) By by Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived or by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 by December 2009 or such other date31, if any, 1996 (the "Outside Date") as each of Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation acknowledge that time is of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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 herebyessence; provided, however, that a party shall may not be allowed to exercise any right of termination terminate this Agreement pursuant to this Section 8.1 clause (b) if the event giving rise to Closing shall not have been consummated within such termination right shall be due to time period by reason of the negligent or willful 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 (c) 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 seeking hereto from consummating the transactions contemplated hereby is entered, and such judgment, injunction, order or decree shall become final and nonappealable. The party desiring to terminate this Agreement pursuant to perform clause (b) or observe in any material respect any (c) shall give written notice of such termination to the covenants or agreements set forth herein to be performed or observed by such other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer Seller and SellerBuyer; (b) By by either Seller or Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other dateAugust 31, if any2004; provided, as however, that neither Buyer and nor Seller shall agree upon in writing; orbe entitled to terminate this Agreement pursuant to this Section to this Section 12.01(b) if such party’s failure to fulfill any of its obligations under this Agreement has prevented the consummation of the transactions contemplated hereby at or prior to such time; (ec) By by either Seller or Buyer or Seller if the 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 enjoiningjurisdiction; or (d) by either Seller or Buyer if the other party has breached any representation, restraining warranty or otherwise preventing, or awarding substantial damages covenant contained in connection with, or imposing a material adverse condition upon, the consummation of this Agreement in any material respect, which breach would result in the failure to satisfy one or more of the transactions contemplated hereby; providedconditions set forth in Section 10.02(a) (in the case of Seller) or Section 10.03(a) (in the case of Buyer), howeverand in any such case, that a party which breach is incapable or being cured or, if capable of being cured, shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right have been cured within thirty days after written notice thereof shall be due to the negligent or willful failure of been received by the party seeking alleged to be in breach. The party desiring to terminate this Agreement pursuant to perform clauses 12.01(b), (c) or observe in any material respect any (d) shall give notice of such termination to the covenants or agreements set forth herein to be performed or observed by such other party.

Grounds for Termination. (a) This Agreement may be terminated at any time prior to the Final Closing DateClosing: (ai) By the by mutual written agreement of Buyer and Sellerthe parties; (bii) By Buyer if any of by either the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of Sellers or the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, Purchaser if the Final Closing contemplated hereby shall not have been consummated as of the close of business on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; orthe Expiration Date; (eiii) By Buyer by either the Sellers or Seller the Purchaser if the consummation of the transactions contemplated hereby would violate any nonappealable non-appealable final order, decree or judgment of any court or Governmental Body Authority having competent jurisdiction enjoining, restraining or otherwise preventing, or awarding substantial damages in connection with, or imposing a material adverse condition upon, jurisdiction; or (iv) by the consummation of this Agreement Purchaser if the Sellers or the transactions contemplated hereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe Company have breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement such that the conditions set forth in Sections 8.2(a) or 8.2(b) would not be satisfied as of the covenants time of such breach or agreements as of the time such representation or warranty shall have become untrue, and such breach has not been cured (if capable of being cured) prior to the Expiration Date; or (v) by the Sellers if the Purchaser has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement such that the conditions set forth herein in Section 8.3(a) or Section 8.3(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and such breach has not been cured (if capable of being cured) prior to be performed the Expiration Date. (b) The party desiring to terminate this Agreement pursuant to Section 11.1(a)(ii), (iii), (iv) or observed by (v) shall give notice of such partytermination to the other parties hereto.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (ai) By the by mutual written agreement of Buyer Seller and Seller; (b) By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (cii) By by either Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, or Buyer if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date31, if any, as Buyer and Seller shall agree upon in writing; or1996; (eiii) By by either Seller or Buyer if there shall be any law or Seller regulation that makes the consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the 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 enjoiningjurisdiction; (iv) by Buyer if the Interim Order shall not have been entered by the Bankruptcy Court within eight business days after the date hereof; (v) by Buyer if the Sale Order shall not have been entered on or prior to December 15, restraining 1996; (vi) by Buyer or otherwise preventing, or awarding substantial damages in connection with, or imposing a material adverse condition upon, the Seller if any Governmental Entity shall have commenced litigation seeking to enjoin consummation of this Agreement the transaction; and (vii) by Buyer or Seller if the Bankruptcy Court shall have approved a sale of the Purchased Assets or Business (or the transactions contemplated hereby; provided, however, that stock of Seller) to a Person other than Buyer. The party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking desiring to terminate this Agreement pursuant to perform clauses (ii), (iii), (vi) or observe in any material respect any (vii) shall give notice of such termination to the covenants or agreements set forth herein to be performed or observed by such other party.

Grounds for Termination. This Agreement may be terminated at any time prior to before the Final Closing DateEffective Time as follows: (ai) By the mutual written agreement consent of Buyer each of UniverCell and SellerDAYTONA BRANDS at any time; (bii) By Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party UniverCell or DAYTONA BRANDS by written notice thereof to the other, if the Final Closing Transactions contemplated hereby shall not have been consummated on or before 31 December 2009 or September 30, 2006, unless such other date, if any, as Buyer date is extended by the mutual written consent of UniverCell and Seller shall agree upon in writingDAYTONA BRANDS; or (eiii) By Buyer either UniverCell on the one hand or Seller if DAYTONA BRANDS on the consummation other hand by written notice to the other if: (a) the representations and warranties of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party other Party shall not be allowed true and correct in all material respects at and as of the date when made (except to exercise the extent such representations and warranties speak of an earlier date), or shall not be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties speak of an earlier date) as though made on and as of such date, (b) the other Party shall (and the terminating party shall not) have failed to perform and comply with, in all material respects, all agreements, covenants and conditions hereby required to have been performed or complied with by such party prior to the time of such termination, and such failure shall not have been cured within five (5) days following notice of such failure, or (c) any right event, fact or condition shall occur or exist that otherwise shall have made it impossible to satisfy a condition precedent to the terminating party’s obligations to consummate the Transactions contemplated by this Agreement, unless the occurrence or existence of termination pursuant to this Section 8.1 if the event giving rise to such termination right event, fact or condition shall be due to the negligent or willful failure of the terminating party seeking to terminate this Agreement to perform or observe in any material respect comply with any of the agreements, covenants or agreements set forth herein conditions hereof to be performed or observed complied with by such partyparty prior to the Closing.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing Date: (a) By by the mutual written agreement of the Buyer and Sellerthe Company; (b) By by the Buyer if any of the conditions set forth in Section 7.1 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by the Buyer; (c) By Seller by the Company if any of the conditions set forth in Section 7.2 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by Sellerthe Company; (d) By by either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 12, 2018, or such other date, if any, as the Buyer and Seller the Company shall agree upon in writing; or (e) By by the Buyer or Seller the Company if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 7.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing Date: (a) By the mutual written agreement of Buyer Seller and SellerPurchaser; (b) By Buyer Purchaser if any of the conditions set forth in Section 7.1 8.1 hereof shall have become incapable of fulfillment and shall not have been waived by BuyerPurchaser; (c) By Seller if any of the conditions set forth in Section 7.2 8.2 hereof shall have become been incapable of fulfillment and shall not have been waived by Seller; (d) By either party Seller or Purchaser by written notice thereof to the other, other if the Final Closing transactions contemplated hereby shall not have been consummated on or before 31 December 2009 September 27, 1999, or such other date, if any, as Buyer Seller and Seller Purchaser shall agree upon in writing; or (e) By Buyer Seller or Seller Purchaser if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body Government Authority having competent jurisdiction enjoining, restraining 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; providedPROVIDED, howeverHOWEVER, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 9.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party or the breach of warranty of such party.

Grounds for Termination. This Agreement may be terminated and the transaction contemplated herein abandoned at any time prior to the Final Closing DateClosing: (ai) By the mutual written agreement of Buyer and Sellerthe parties; (bii) By Buyer Seller, if any of the conditions set forth in Section 7.1 hereof 13(b) shall have become incapable of fulfillment prior to the Closing Date or such earlier date as may be specifically provided for the performance thereof (as the same may be extended) through no fault of Seller and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and same shall not have been waived by Seller; (diii) By either party by written notice thereof Purchaser, if any of the conditions set forth in Section 13(a) shall have become incapable of fulfillment prior to the other, if Closing Date or such earlier date as may be specifically provided for the Final Closing contemplated hereby performance thereof (as the same may be extended) through no fault of Purchaser hereunder or of Emeritus under the Management Agreement and the same shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; orwaived by Purchaser; (eiv) By Buyer any Party in the event of a material breach by another Party of its obligations hereunder; (v) By either Seller or Seller Purchaser if the consummation Closing has not occurred by the Closing Date specified in Section 3 as the same may be extended in accordance with the terms thereof; (vi) By Purchaser upon Purchaser’s receipt of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment written notification of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect fact which would materially change any of the covenants representations or agreements set forth herein to be performed warranties of Seller herein; (vii) By Seller upon Seller’s receipt of written notification of any fact which would materially change any of the representations or observed by such partywarranties of Purchaser herein.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer the Sellers and SellerPurchaser; (b) By Buyer if any by either the Company, on behalf of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the otherSellers, or Purchaser if the Final Closing contemplated hereby shall has not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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 herebyTermination Date; provided, however, that a party shall not be allowed the right to exercise any right of termination terminate this Agreement pursuant to this Section 8.1 if the event giving rise to such termination right shall 11.01(b) will not be due available to the negligent Party seeking to terminate if any action of such Party or willful 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 proximate cause of the failure of the party seeking Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement. The Party desiring to terminate this Agreement pursuant to this Section 11.01(b) will give written notice of such termination to the other Party; (c) by either the Company, on behalf of the Sellers, or Purchaser if the other Party shall have breached or failed to perform or observe in any material respect any of the its representations, warranties, covenants or other agreements set forth herein contained in this Agreement, which breach or failure to perform (i) would result in the failure of any condition of the terminating Party’s obligation to consummate the transactions contemplated hereby and (ii) either (A) has not been cured within 30 days following the delivery of written notice of such breach or failure by the terminating Party or (B) is not capable of being cured by the Termination Date; provided that the terminating Party may not then be performed or observed in material breach of this Agreement so as to cause the failure of any condition of the non-terminating Party’s obligation to consummate the transactions contemplated hereby; or (d) by such partythe Company, as provided in Section 6.01(c).

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer Seller and SellerBuyer; (b) By by either Seller or Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or the six month anniversary of the date of this Agreement; provided that the right to terminate this Agreement pursuant to this Section 13.01(b) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such other date, if any, as Buyer and Seller shall agree upon in writing; or; (ec) By by either Seller or Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body Authority having competent jurisdiction enjoiningjurisdiction; or (d) by either party if (i) there has been a violation or breach by the other party of any covenant, restraining representation or otherwise preventingwarranty contained in this Agreement (which has not been waived in writing by the non-breaching party), (ii) such violation or awarding substantial damages breach is not capable of being cured by the date set forth in connection withSection 13.01(b) or, after receipt by the breaching party of a written notice of such violation or imposing a material adverse condition uponbreach by the non-breaching party, the consummation of this Agreement breaching party does not use commercially reasonable efforts to cure such violation or the transactions contemplated hereby; provided, however, that breach as promptly as reasonably practicable and (iii) such violation or breach would result in a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the conditions set forth in Article 11 being satisfied (other than conditions that by their nature are to be (and will be) satisfied or waived at Closing). The party seeking desiring to terminate this Agreement pursuant to perform Section 13.01(b) or observe in any material respect any Section 13.01(c) shall give notice of such termination to the covenants or agreements set forth herein to be performed or observed by such other party.

Grounds for Termination. This Agreement may be terminated and the transactions contemplated herein may be abandoned at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer Seller and SellerBuyer; (b) By by either Seller or Buyer if the Closing shall not have been consummated by April 18, 2008 (the “Termination Date”); provided that neither of the parties may terminate this Agreement pursuant to this clause if the Closing shall not have been consummated by the Termination Date 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; (c) by either Buyer, on the one hand, or Seller, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party or any of its Affiliates and such breach is not capable of being satisfied or cured by the Termination Date or if any representation or warranty of the other party has become untrue such that the conditions set forth in Section 7.1 Article 10 hereof shall have become would not be satisfied and such breach is incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller;being cured; or (d) By by either party by written notice thereof to the other, Seller or Buyer if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation of the transactions contemplated hereby Closing would violate any nonappealable final order, decree or judgment of any court or Governmental Body governmental body having competent jurisdiction 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; provided, however, that a jurisdiction. The party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking desiring to terminate this Agreement pursuant to perform or observe in any material respect any Section 12.01(b)-(d) shall give notice of such termination to the covenants or agreements set forth herein to be performed or observed by such other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Final Closing DateClosing: (a) By the by mutual written agreement of Buyer Seller and SellerBuyer; (b) By by either Seller or Buyer if any of the conditions set forth in Section 7.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; (c) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or the six month anniversary of the date of this Agreement; provided that the right to terminate this Agreement pursuant to this Section 13.01(b) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such other date, if any, as Buyer and Seller shall agree upon in writing; or; (ec) By by either Seller or Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body Authority having competent jurisdiction enjoiningjurisdiction; or (d) by either party if (i) there has been a violation or breach by the other party of any covenant, restraining representation or otherwise preventingwarranty contained in this Agreement (which has not been waived in writing by the non-breaching party), (ii) such violation or awarding substantial damages breach is not capable of being cured by the date set forth in connection withSection 13.01 (b) or, after receipt by the breaching party of a written notice of such violation or imposing a material adverse condition uponbreach by the non-breaching party, the consummation of this Agreement breaching party does not use commercially reasonable efforts to cure such violation or the transactions contemplated hereby; provided, however, that breach as promptly as reasonably practicable and (iii) such violation or breach would result in a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the conditions set forth in Article 11 being satisfied (other than conditions that by their nature are to be (and will be) satisfied or waived at Closing). The party seeking desiring to terminate this Agreement pursuant to perform Section 13.01(b) or observe in any material respect any Section 13.01(c) shall give notice of such termination to the covenants or agreements set forth herein to be performed or observed by such other party.

Grounds for Termination. (a) This Agreement may be terminated at any time prior to the Final Closing Dateunder the following circumstances: (ai) By the by mutual written agreement of Buyer and Sellerall of the parties hereto; (bii) By Buyer by either party if the other party has breached any of its representations or warranties contained herein or materially defaulted in the conditions set forth in Section 7.1 hereof shall have become incapable performance of fulfillment any of its covenants or agreements contained herein and shall such breach or default is not have been waived by Buyer;curable prior to the Outside Date; or (ciii) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer or by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on by September 30, 1997 (the "Outside Date"); PROVIDED, HOWEVER, that neither Buyer nor Seller may terminate this Agreement pursuant to this Section 10.01(a)(iii) if the Closing shall not have been consummated within such time period by reason of the failure of such party or before 31 December 2009 any of its Affiliates to perform in all material respects any of its or their respective covenants or agreements contained in this Agreement. The party desiring to terminate this Agreement pursuant to Section 10.01(a)(ii) or (iii) shall give written notice of such termination to the other date, if any, as Buyer and Seller shall agree upon in writing; orparty. (eb) By Buyer This Agreement shall automatically terminate if any Federal, state or Seller if 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 would violate any nonappealable is entered, and such judgment, injunction, order or decree shall become final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such partyand nonappealable.

Grounds for Termination. (a) This Agreement may be terminated at any time prior to the Final Closing Dateunder the following circumstances: (ai) By the by mutual written agreement of Buyer and Sellerall of the parties hereto; (bii) By Buyer by either party if the other party has breached any of its representations or warranties contained herein or materially defaulted in the conditions set forth in Section 7.1 hereof shall have become incapable performance of fulfillment any of its covenants or agreements contained herein and shall such breach or default is not have been waived by Buyercurable prior to the Outside Date; (ciii) By Seller if any of the conditions set forth in Section 7.2 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer or by Seller; (d) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other dateby February 28, if any, as Buyer and Seller shall agree upon in writing; or 1997 (e) By Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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"Outside Date"); provided, however, that a party shall not be allowed to exercise any right of termination neither Buyer nor Seller may terminate this Agreement pursuant to this Section 8.1 10.01(a)(iii) if the event giving rise to Closing shall not have been consummated within such termination right shall be due to time period by reason of the negligent or willful failure of the such party seeking or any of its Affiliates to perform in all material respects any of its or their respective covenants or agreements contained in this Agreement. The party desiring to terminate this Agreement pursuant to perform Section 10.01(a)(ii) or observe in (iii) shall give written notice of such termination to the other party. (b) This Agreement shall automatically terminate if any material respect 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 covenants Closing illegal or agreements set forth herein to be performed otherwise prohibited, or observed by if any judgment, injunction, order or decree enjoining either party hereto from consummating the transactions contemplated hereby is entered, and such partyjudgment, injunction, order or decree shall become final and nonappealable.

Grounds for Termination. (a) This Agreement and any related agreements may be terminated by Buyer at any time prior to closing upon written notice to Seller upon the Final Closing Dateoccurrence of any of the following: (ai) By If an adverse change, after the mutual written agreement date of Buyer and Seller; (b) By Buyer if this Agreement but prior to closing, in the financial condition or Business of any Company Entity occurs, or any Company Entity shall have suffered a material loss or damage to any of the conditions set forth in Section 7.1 hereof shall have become incapable assets to be purchased pursuant to this Agreement or the Business, which change, loss or damage materially affects or impairs the ability of fulfillment Buyer to conduct the business upon consummation of this Agreement; or (ii) If any of the representations warranties of covenants made by Seller to Buyer were breached, false, inaccurate, unfulfilled or misleading as of the date given or as of the Closing Date, and these beached, false, inaccurate, unfulfilled or misleading representations warranties or covenants shall not have been waived in writing by Buyer;; or (ciii) By If the terms, covenants or conditions of this Agreement to be complied with or to be performed by Seller if any of at or before the Closing Date including conditions set forth in Section 7.2 hereof precedent to Buyers obligation to close shall not have become incapable of fulfillment been complied with or performed and this noncompliance shall not have been waived in writing by Seller;the Buyer. (db) By either party by written notice thereof to the other, if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (e) By Buyer or Seller if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction 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; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to may terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such partymutual consent.